Two parties will enter into a confidential/non-disclosure agreement (CDA/NDA) when they desire to exchange confidential, proprietary information and they wish to protect it against inappropriate disclosure.
Companies will often elect to sign a CDA/NDA after they have reviewed any available non-confidential information associated with a technology, and now wish to conduct a more in-depth review of proprietary information in order to determine if they wish to enter in to a licensing or sponsored research relationship. CDAs/NDAs typically deal with the following key issues:
• CDAs/NDAs define the scope of proprietary information that will be shared between two parties, and the time period during which it must be kept confidential (typically 5 years, but can vary).
• CDAs/NDAs define the purpose for which the shared proprietary information can be used, and this purpose is normally to allow the parties to evaluate whether they wish to enter into a further business relationship. Execution of a CDA/NDA does not bind either party to enter in to a business relationship, nor do they typically convey any license rights to allow the company to use the information for commercial purposes.
• CDAs/NDAs can be unilateral, meaning that the direction of information transfer is one-way (from the college to the company), or they can be bilateral (or mutual) such that both parties will share their confidential or proprietary information with the other party.
• Important note: Baylor College of Medicine faculty members are NOT authorized to sign CDAs/NDAs that bind the institution or information owned by it.