Office of
Sponsored Programs

Disclosure Agreements

Confidential Disclosure Agreements

Stevens Policy and Process Regarding Confidential Disclosure Agreements (CDA’s)

Effective October 1, 2008

It is always advisable to have a Confidential Disclosure Agreement (CDA), sometimes referred to as a  Non-disclosure Agreement (NDA) in place when you are talking to someone about your invention or otherwise disclosing sensitive information.

A CDA is simply a contract between two or more parties where the subject of the agreement is a promise that information conveyed will be maintained in secrecy.  

There are 2 types of CDA’s:

  1. Mutual or “Bilateral”  CDA is used  when both parties will be conveying confidential information, such as for inventor groups, or when a PI who has existing intellectual property is visiting a commercial entity who also has intellectual property that needs to be protected. 
     
  2. One Way or “Unilateral” CDA is used when only one party is turning over confidential information, perhaps to a potential investor or a prospective licensee. 

YOU SHOULD NEVER RELY ON OR ANTICIPATE THAT A COURT WILL ENFORCE AN ORAL AGREEMENT. 

The reason you should never rely upon an oral confidentiality agreement is because it is exceedingly difficult, if not impossible, to prove the existence of an oral agreement and/or actions that suggest the creation of such an agreement.

ALL CDA’s must be reviewed by the appropriate Institute official at Stevens in order to be binding and enforceable.  PIs, other faculty, students, or non-designated staff may not bind the Institute to any terms of confidentiality. 

Research Related Review and Approval Process

  • Confidential Disclosure Agreements (CDA’s)  initiated by Stevens –
  • Determine the appropriate agreement form, i.e., mutual or unilateral
  • Share the unsigned, unexecuted template with the other organization so it can be reviewed by their legal counsel (available on the Provost’s and OSR websites)
  • Contact either within the Provosts organization
  • Executive Director of the Office of Sponsored Research
  • Director – Intellectual Property Management, http://www.stevens.edu/entrepreneurship/Office of Academic Entrepreneurship (OAE)

They are the only 2 individuals authorized to review, negotiate and sign research related confidentiality agreements for Stevens: 

Information they will need to know is:

  • Technology being protected
  • Is there a patent/copyright/trademark registered
  • Specific information that will be helpful in negotiating the agreement
  • Who to contact at the other organization
  • A Stevens’ administrative coordinator will be informed to log and record the matter in a central file.  The administrative coordinator will include the PI/faculty/student or staff in all discussions to ensure complete and accurate information, secure the PI/faculty/student or staff person’s signature on the final version and execute on behalf of Stevens (the PI/faculty/student or staff person’s signature denotes acknowledgement of the agreement and understanding of the terms and conditions)
  • A fully executed copy will be sent to the other organization, to the Stevens PI and a copy will be maintained in a permanent file in the Office of Sponsored Research
  • Confidentiality Agreement initiated by the other organization –
  • Provide a copy of the other organization’s unsigned, unexecuted template, prior to any meetings, if possible, to either Executive Director in the Office of Sponsored Research or They should knowtechnology being protected
  • Is there a patent/copyright/trademark registered
  • Specific information that will be helpful in negotiating the agreement
  • Who to contact at the other organization
  • The Stevens administrative coordinator will include the PI/faculty/student or staff in all discussions to ensure complete and accurate information, secure the PI/faculty/student or staff person’s signature on the final version and execute on behalf of Stevens (the PI/faculty/student or staff person’s signature denotes acknowledgement of the agreement and understanding of the terms and conditions)
  • An executed copy will be returned to the other organization
  • A fully executed copy will be sent to the Steven PI and copy will be maintained in a permanent file in the Office of Sponsored Research

Academic Related Review and Approval Process

Until further notice, all confidentiality agreements that are related to an academic event will be negotiated by the Chief Risk Officer and approved by the Provost.  

Related Forms

CDA – Mutual (DOC 46k)

CDA – One Way (DOC 43k)