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Confidential Disclosure/Non-Disclosure Agreements (CDA/NDA)

Last Updated: June 11, 2026 12:01:42 PM PDT
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Learn more about Confidential Disclosure/Non-Disclosure Agreements (CDA/NDA)

When collaborating with external entities, it's essential for researchers to protect sensitive UCSD information which, if disclosed inappropriately, may jeopardize publications or patent disclosures. A Confidentiality or Non-Disclosure Agreement (interchangeably called a CDA or a NDA) is a crucial tool in this process. In the research context, a CDA is typically used when a Principal Investigator is considering a collaboration with an outside entity and needs to exchange confidential information to assess the potential for a research partnership. The primary goal of a CDA is to safeguard ownership rights and establish clear guidelines for the use and dissemination of confidential information, ensuring that both UCSD’s and the other entity’s interests are protected. By putting a CDA in place, PIs can ensure that their research and intellectual property are secure before sharing sensitive information with potential external partners.

UCSD CDAs must be executed by a central office with signature authority. SPO manages CDAs for 1) research and 2) General Campus incoming services (UCSD is paid to perform a service) only.

External entities are encouraged to use UCSD’s template to expedite review:

UCSD Sponsored Projects Office Confidentiality/Non-Disclosure Agreement Template

Decision Tree

Many units at UCSD manage CDAs that lead to activities within their purview. To determine which unit should manage your CDA, please review this decision tree. 

CDA-Decision-Tree---9.13.24.png

Download the NDA/CDA Decision Tree for larger text

Other Offices that Manage CDAs:

What is the Non-Negotiable CDA Process?

Effective 09/17/2024, SPO is excited to roll out a non-negotiable CDA process which aims to get CDAs executed quickly so that PIs and departments may begin discussions and meetings with external entities as soon as possible. This process will use UCSD’s standard research CDA template, which is carefully crafted to ensure compliance with relevant UC policies and regulations while remaining broad enough to address all research contexts. We have successfully used this template with various entities, from other universities to companies. 

To use this process, the PI and department will first need to notify the outside entity of UCSD's requirement to use the standard CDA template without modification, and share a copy of the template. Once the entity has signed the CDA, it can then be uploaded to Kuali Proposal Development (PD). SPO will review the PD record within 1 business day of receipt. Once the PD record has been fully completed and approved, AND all relevant compliance reviews (such as Export Control reviews) have been completed, SPO will sign the CDA within 2 business days.

Why Should I Use the Non-Negotiable CDA Process?

The process will significantly shorten the time it takes to get a CDA signed. While implementing the non-negotiable CDA process will require some initial effort from the Principal Investigator and department, we are confident that it will ultimately streamline the process so that discussions can happen as soon as possible. 

Please note that if the other entity wants to negotiate UCSD’s template or use its own template, the Non-Negotiable CDA Process cannot be used. The department should still submit those agreements to KR PD and SPO will review and negotiate as needed; however, the short turnaround times will not be feasible due to the required negotiation.

How do I use the Non-Negotiable CDA Process?

Please follow these steps to process a non-negotiable research CDA with SPO: 

  1. First confirm that the CDA should be managed by SPO by reviewing the decision tree.
  2. Confirm that it meets all 4 criteria: 
    • Facilitates preliminary discussions for a future research collaboration only
    • No funding, tangible research materials, equipment, software, or data are being transferred
    • No research activities will be performed on the proprietary information exchanged at this time
    • No known COI conflicts between the PI and the outside entity
  3. Download a copy of UCSD’s standard CDA template and add the topic of conversation as the Purpose (ex.”gene editing in Alzheimer’s disease”) 
  4. Email the template to the other entity, and ask them to review and sign. You can use this email template to do so
  5. Once the other entity has signed an unmodified copy, create a KR PD record and upload the partially-signed CDA in the Attachments tab. Be sure to put “NON-NEGOTIABLE CDA” in the Project Title line so that it is promptly identified. This is our only way of identifying a CDA going through this special process
  6. SPO and applicable compliance offices will review
  7. Once all compliances AND the PD record are completed and approved, SPO will countersign the CDA and return a copy to the PI/department. Please note that compliance reviews are managed independently and outside of SPO’s control.
  8. Email the fully-signed copy to the other entity, and begin your discussions