Confidential Disclosure Agreement
We at Orbit Biotech understand that research is matter of high Intellectual Property and similar level of business ethics need to be followed while dealing with sensitive research. To safeguard the research of the outsourcing clients throughout the globe, a CDA (Confidential Disclosure Agreement) is signed with mutual terms and conditions related to research. The CDA ensures that the integrity of the research is maintained and respected.
Key issues addressed in the CDA
- Outlining the parties to the agreement
- The definition of what is confidential, i.e. the information to be held confidential.
- The disclosure period – information not disclosed during the disclosure period (e.g., one year after the date of the NDA) is not deemed confidentialThe exclusions from what must be kept confidential. Typically, the restrictions on the disclosure or use of the confidential data will be invalid if
- The recipient had prior knowledge of the materials.
- The recipient gained subsequent knowledge of the materials from another source.
- The materials are generally available to the public.
The materials are subject to a subpoena – although many practitioners regard that fact as a category of permissible disclosure, not as a categorical exclusion from confidentiality (because court-ordered secrecy provisions may apply even in case of a subpoena). In any case, a subpoena would more likely than not override a contract of any sort;
- Provisions restricting the transfer of data in violation of national security.
- The term (in years) of the confidentiality, i.e. the time period of confidentiality.
- The term (in years) the agreement is binding.
- The obligations of the recipient regarding the confidential information, typically including some version of obligations.
- To use the information only for enumerated purposes.
- To disclose it only to persons with a need to know the information for those purposes.
- To use appropriate efforts (not less than reasonable efforts) to keep the information secure. Reasonable efforts is often defined as a standard of care relating to confidential information that is no less rigorous than that which the recipient uses to keep its own similar information secure. To ensure that anyone to whom the information is disclosed further abides by obligations restricting use, restricting disclosure, and ensuring security at least as protective as the agreement.
So the clients can rely on us regarding their standardized protocols, samples, results and other research related matters.