Confidential Disclosure Agreement (CDA) : Nondisclosure Agreement (NDA)
- Designed to protect confidential information from disclosure to third parties.
Research is matter of Intellectual Property and similar level of business ethics need to be followed while dealing with sensitive research. To safeguard the research of the outsourcing clients throughout the globe, a CDA is typically signed with mutual terms and conditions related to research. The CDA ensures that the integrity of the research is maintained and respected.
Key issues addressed in the CDA
- Outlining the parties to the agreement
- The definition of what is confidential, i.e. the information to be held confidential.
- The disclosure period (TERM)– information not disclosed during the disclosure period (e.g., one year after the date of the NDA) is not deemed confidential.
- The exclusions from what must be kept confidential. Typically, the restrictions on the disclosure or use of the confidential data will be invalid if:
- The recipient had prior knowledge of the materials,
- The recipient gained subsequent knowledge of the materials from another source, or
- The materials are generally available to the public.
- The materials are subject to a subpoena, which would likely override a contract of any sort.
- Provisions restricting the transfer of data in violation of national security.
- The obligations of the recipient regarding the confidential information, typically including some version of obligations.
- To use the information only for enumerated purposes.
- To use appropriate efforts (not less than reasonable efforts) to keep the information secure. Reasonable effort is a standard of care relating to confidential information that is no less rigorous than that which the recipient uses to keep its own similar information secure.