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Office of Contracts Management (OCM)

Confidentiality Agreements

 

A Confidentiality Disclosure Agreement ("CDA") may also be referred to as a Nondisclosure Agreement, Secrecy Agreement or Confidentiality Agreement. The purpose of this type of agreement is to ensure that confidential information belonging to a party (or parties) to the agreement is protected. The CDA can be "one-way" when, for example, a sponsor is providing information to a PI so that he/she can determine if he/she wishes to participate sponsor's study. The CDA may be a two-way agreement when the PI and sponsor will both be disclosing confidential information in their discussions with one another. Both of these types of CDAs are available on theForms & Tools. If the sponsor-provided CDA does not require an institutional signature, review by OCM is not required. If an institutional signature is required, or if Vanderbilt is a party to the agreement, OCM must review the CDA prior to signatures.

Guidance

 

Should the CDA be processed by OCM?

CDAs are often sent by Sponsors to a PI when the Sponsor has a research project they are considering working on with the PI. The format of the CDA may dictate whether OCM review is required:

  1. If the CDA is only with the PI and no reference is made to Vanderbilt in the body of the CDA or in the signature section, then the PI can sign for him or herself and OCM review is not required. Example: This Agreement is entered into by and between Sponsor and Dr. Steven Smith, M.D.
  2. If the CDA identifies Vanderbilt as a party and the signature block requires signature from Vanderbilt, then OCM review is required. Example: This Agreement is entered into by and between Sponsor, Dr. Steven Smith and his employer Vanderbilt.
  3. If the CDA specifies that it is with the PI's Department or Research Center, OCM review is required. Example: This Agreement is entered into by and between Sponsor and the Vanderbilt Center for Imagining Sciences.

How do you submit a CDA to OCM?

Because CDAs do not involve actual work to be performed at Vanderbilt, the usual internal documentation to submit a contract to OCM for review does not apply.

New CDAs may be sent electronically as a Word file (or PDF if unavailable) by the PI or the administrator to research.contracts@vanderbilt.edu. Please provide the name of the PI, and, if you wish us to negotiate with the Sponsor directly, please give us the contact information for an individual at the Sponsor. If an electronic document is unavailable, CDAs may be faxed for review with a coversheet identifying it as a 'New CDA for Review' along with the contact information referenced above.

How will OCM handle your CDA?

  • New CDAs are promptly assigned to a Contract Analyst and reviewed within 24 hours of receipt of an editable electronic document.
  • After reviewing the document, the Contract Analyst will contact the Sponsor with requested revisions if the contact information is provided or return a revised document to the department, depending on the department's request. The PI or administrator that submitted the CDA to our office will be copied for their records.
  • To accomplish a speedy review and to meet the needs of our internal customers, our Contract Analysts do not do any further follow up after they have submitted their revisions to the Sponsor or department. Therefore, the PI or administrator may wish to contact the Sponsor directly for updates if neither they or the CA has received a response from the Sponsor within a reasonable time.
  • When the Contract Analyst receives a response from the Sponsor, then will respond to the Sponsor within two business days.
  • OCM is happy to route the CDA for signatures, but does not follow up on the CDA during the signature process.