Confidential Disclosure Agreements (CDA), Confidentiality Agreements, Non-Disclosure Agreements, Secrecy Agreements, or Mutual Disclosure Agreements are legal agreements between a Sponsor and Wayne State University whereby the receiving party agrees to not disclose confidential information provided by the disclosing party. A signed, study-specific CDA may be required before a sponsor will provide its proprietary information, such as a study protocol, to an investigator. It may also be required before receiving a Clinical Trial Agreements or Research Agreement. Please note that not all sponsors require a CDA prior to releasing study-specific information.

In order to legally protect the University and the PI, the contract must undergo SPA's contract review process and an authorized signing official must execute the contract. The terms and conditions of a CDA are negotiated in accordance with Wayne State University policy. SPA will facilitate negotiation with the Sponsor until the contract is acceptable to both parties.

Please keep in mind that when Wayne State University is included a s a party to any contract, the contract MUST be reviewed by SPA in order to be binding and enforceable. PIs, other faculty, students, or non-designated staff may not bind the Institution to any terms of confidentiality.

To process a CDA:

1. Departmental Administrator and/or PI provides SPA Contract Team the CDA, Affirmation Memo for Confidential/Non-Disclosure Agreements, and the sponsor or clinical research organization (CRO) contact information.
   1. All CDA information should be sent to Shaterra Childs, Grant & Contract Officer IV: ax9127@wayne.edu
   2. Include the name, address, telephone number, and email address of the sponsor or CRO contact (or forward email from the sponsor with processing instruction to the pertinent SPA Contract Team GCO listed above)
   3. If needed, include a note with any concerns about the CDA
2. Once received, the SPA Contract Team will review and send the contract and affirmation memo to the Office of General Counsel (OGC) within two business days. SPA will contact the PI and/or Administrator if there are issues with the contract.
   1. If the contract is NOT APPROVED by OGC:
      1. SPA will handle all contract negotiations and email the sponsor with requested changes. SPA will copy the PI and/or Administrator on all correspondence with the sponsor.
      2. When a response to requested changes is received, SPA will review the contract with input from the PI or Administrator, if necessary, and return the updated contract to OGC for review. If the contract has additional changes, SPA will continue the negotiation process until an approved contract is received.
   2. If the contract is APPROVED by OGC:
      1. SPA will request and obtain the necessary signatures and mail the contract to the sponsor. A copy of the contract will also be emailed to the PI and/or Administrator.