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Example Negotiation Of Confidential Disclosure Agreement
Example Negotiation Of Confidential Disclosure Agreement
Boston University
Office of Sponsored Programs
Negotiation of Confidential Disclosure Agreements: Standard Operating Procedures
I. Background and Purpose
Prior to making a determination that they desire to move forward with a research project,
Boston University (the “Institution”) and the proposed provider of research support (the
“Sponsor”) often engage in discussions that involve one or both of the parties disclosing
information that it considers confidential or proprietary to the other party. Before such a
discussion occurs, it is important to implement a Confidential Disclosure Agreement (“CDA”) so
that the parties may communicate freely and openly without concern that their confidential
information will be put at risk. This document may also be referred to as a “Confidentiality
Agreement,” “Non-Disclosure Agreement” or “NDA”.
In the case of a CDA entered into in anticipation of a clinical trial, the agreement typically covers
only confidential disclosures from the Sponsor to the relevant Investigator (a “One-Way In” or
“Incoming” CDA). It is the Institution’s preference that such CDAs be executed by the
Investigator as an individual, as opposed to the Institution. However, this is not always
acceptable to the Sponsor, and if necessary, the CDA will be signed by an authorized
representative of the Institution in order to move the evaluation process forward.
In the case of a CDA entered into in anticipation of a sponsored research project, it is highly
likely that the Investigator will be disclosing the Institution’s confidential information, as it will
be important for the Sponsor to have a sufficiently deep understanding of the Investigator’s
research to make a determination as to whether it wants to fund such work. The Sponsor may
or may not also disclose confidential information. If it does, the CDA will be “Mutual,” or “Two-
Way,” and if it does not, the CDA will be “One-Way Out” or “Outgoing.”
In addition to imposing a duty of confidentiality on the party receiving confidential information,
a CDA will typically provide that any confidential information disclosed may be used only for a
stated purpose, which may be as general as “a proposed business relationship between the
parties,” or may be described in more detail.
The goal of the Contracts & Agreements group within the Office of Sponsored Programs (“C&A”)
is to quickly finalize and execute each CDA that is presented for review so that the parties may
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