confidential disclosure agreements (CDA)

A Confidential Disclosure Agreement (CDA) is a legal contract that protects proprietary information and binds the parties to hold information in confidence for a set period of time.  CDAs may be titled as a Nondisclosure Agreement (NDA), or Secrecy Agreement when received from an outside institution.  A CDA may be a two-way (Mutual CDA) agreement, covering information disclosed by both parties, or may cover disclosures by only one (Unilateral CDA) of the parties. The CDA specifies how the receiving party will use the information, emphasizing the recipient’s handling and protection of the confidential information.




Why Do You Need a CDA?

  • Allows for the exchange of confidential information between the University of Iowa researchers and staff with an outside party or parties.
  • Details the restrictions on use and dissemination by receiving party.
  • Used when two parties are considering pursuing a relationship together and need to understand each other’s processes, methods, or technology solely for the purpose of evaluating the potential for  the possible future relationship.
  • Can be used as evidence in subsequent patent prosecution, i.e. to defeat an allegation that the invention is not novel because the inventor treated it as public information. This kind of allegation arises frequently from those contesting a potentially lucrative patent, so a CDA is more than a “mere formality.”


CDA Request Process

Researchers Responsibilities

  • Contact your licensing associate to request a CDA.
  • Provide all relevant information for the CDA including:
    • Applicable funding information such as research grant numbers.
    • Invention Disclosure Reference No. (UIRF Ref. No. if you have submitted a disclosure).
  • Submit any CDA agreements or templates you may have received from outside entities.

UIRF Responsibilities

  • Negotiate the terms of the CDA/NDA.
  • Route CDA/NDA for signatures.
  • Conduct Export Controls procedure if necessary.
  • Distribute fully executed CDA to Disclosing and Receiving parties.


If you have questions regarding the CDA, send an email to the UIRF or phone at 319-335-4546.