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Understanding Confidentiality Agreements in Sponsored Research

Some research sponsors require the University of Tennessee to enter into a Confidentiality Agreement (CDA) in order to protect certain information it shares with the University from disclosure to third parties and the public. A CDA may also be called a Nondisclosure Agreement (NDA) or Proprietary Information Agreement (PIA). A sponsor may require that a CDA be executed before any University personnel can begin discussions on proposals with the sponsor, work on the sponsor’s project or visit sponsor’s facilities.

What information may be considered “Confidential” and/or “Proprietary?” Materials and information associated with a sponsor’s products, business, or activities that the sponsor wants to protect from disclosure. This may include, but is not limited to, financial information, data, test results, trade secrets, designs, specifications, schematics, computer programs, processes, marketing plans, client lists and product research and development.

Individual University faculty, research staff, or students may be asked by a sponsor to sign the CDA. Please note that these individuals do not have the authority to sign these CDAs on behalf of the University. Only an authorized signatory can sign on behalf of the University (per University Bylaws Article IV Section 7 and University Contracts Fiscal Policy FI0420). If a sponsor requires a CDA or is requesting an individual to sign a CDA, please contact the Office of Sponsored Programs (OSP) for assistance. The CDA needs to be forwarded to OSP (email OSP@utk.edu) to be reviewed and negotiated with the sponsor.

Since OSP maintains records in TERA-PAMS of past and current CDAs, it is possible that the University has already established a CDA format with a specific sponsor containing mutually acceptable terms and conditions. Where an agreed-upon format already exists with a sponsor, this will speed up the execution of the CDA. If no previous CDA exists, then OSP will need to begin negotiations with the sponsor. If a sponsor wishes to use their CDA template, OSP will need to review and negotiate the CDA as there may be terms and conditions which the University cannot accept. Please note that if a sponsor is an international entity, the CDA will additionally need to be reviewed and negotiated by the UT systems legal department.

Please note that the University does have its own standard CDA template available at http://research.utk.edu/osp/forms-osp/ (ORNL based Joint Faculty do not use this CDA but should contact ORNL for their template). If a sponsor requests a copy of the University’s CDA, please notify OSP of the sponsor’s request and we will provide a copy of the CDA to the sponsor and begin negotiations.

If you have any questions about CDAs, please contact Tara Halstead at thalstea@utk.edu concerning CDAs with domestic entities and Beth Eslick at eeslick@utk.edu concerning CDAs with international entities.