University of Pittsburgh
Office of Research

 

Confidentiality Agreement (CDA) Frequently Asked Questions (FAQ)

 

  1. Should a CDA cover the conduct of a research study?
  2. Should my disclosure agreement be two-way or one-way?
  3. Is the Office of Research the only University of Pittsburgh office that signs CDAs?
  4. Should an investigator just sign his/her own CDA as the sole University signature?
  5. When should I consider asking another party to complete a CDA?
  6. Should a CDA cover issues like publication pre-review and intellectual property?
  7. If I receive information under a CDA, can I give it to other University of Pittsburgh employees?
  8. Does the Office of Research sign CDAs for confidential information an investigator will receive in relation to outside employment or research as an independent consultant?

1. Should a CDA cover the conduct of a research study?

No. A CDA should not be used to cover the actual conduct of research, as it would restrict the University and investigator’s ability to publish or otherwise disseminate the results and knowledge gained by the research. In addition, the University may lose its ability to claim a fundamental research exemption from US Federal Export Control regulations if the results of research are restricted from dissemination. Appropriate provisions regarding confidentiality in the conduct of the research project shall appear in the sponsored research agreement itself.

2. Should my disclosure agreement be two-way or one-way?

Use a "mutual" or two-way CDA, when both you and the other party to the agreement exchange confidential information that should not be disclosed to third parties. Use a one-way CDA when only one party is disclosing confidential information and the other party is receiving that information

3. Is the Office of Research the only University of Pittsburgh Office that signs CDAs?

No. The Office of Research is the appropriate business office to sign confidentiality agreements that relate to research activities, but many other University offices sign agreements that pertain to their functional areas. For example, the Office of Technology Management signs agreements related to licensing and commercialization negotiations, and the Purchasing Department signs them relative to negotiating the purchase of equipment and services.

4. Should an investigator just sign his/her own CDA as the sole University signature?

No. In addition to the fact that an investigator is not authorized to sign a contract on behalf of the University, doing so puts the investigator in a position of potentially being held personally (and solely) responsible for any legal or business issues related to the agreement. Requiring the University to sign on behalf of the investigator, or in addition to the investigator, is the safest way to proceed. If the CDA is formatted by the other party to depict only an investigator as the party and signature, the Office of Research will alter the agreement as needed to include an institutional signature.

5. When should I consider asking another party to complete a CDA?

You should consider the need for such an agreement any time you are disclosing information that is not generally available to the public, and which you wish to limit the other party’s use or dissemination of. Examples might be sending a study of your design, or a protocol, to a pharmaceutical company, giving a lecture to a pharmaceutical company that discusses your unpublished research, or sharing a potentially patentable idea with a collaborator outside the University in the context of a grant proposal. It is always safest to complete a CDA anytime the disclosure involves information not already in the public domain. Just contact the Office of Research if you are not sure. In addition, if you are reducing the non-public information to written form, you should ensure that any of your hand-outs, PowerPoint presentations, emails, even the diagrams or notes generated in the course of the confidential meeting distributed by you to an outside party a meeting or invited lecture are clearly marked “Confidential” on each page.

6. Should a CDA cover issues like publication pre-review and intellectual property?

Typically these areas should not be addressed in a CDA, as a CDA should typically only allow use of provided information for evaluation purposes. The actual conduct of the project should be covered in a separate contract, like a clinical trial agreement or a sponsored research agreement. Accepting these kinds of clauses in a CDA can restrict the investigator or University from freely pursuing their research and results.

7. If I receive information under a CDA, can I give it to other University of Pittsburgh employees?

Possibly, depending on what the terms of contract are. It is always a good idea to check first, because some agreements limit disclosures strictly to the point of contact referenced in the agreement- usually the primary investigator. In this case, post doctoral fellows, students in the lab, and even other faculty collaborators would not be permitted to see the confidential information. A good rule of thumb to protect yourself and the University is to read your contract and even if a release is permitted, to limit exposure as much as possible. Do not allow anyone to access the confidential materials unless they absolutely must.

8. Does the Office of Research sign CDAs for confidential information an investigator will receive in relation to outside employment or research as an independent consultant?

No. The University only can sign CDAs for University research purposes for an investigator who is acting in his/her role as a University employee. For activities related to outside employment please refer to University policies found on the Office of Research website at: http://www.pitt.edu/~offres/policyu.html.

 

8/06