A Confidential Disclosure Agreement (CDA) (sometimes referred to as a Non-Disclosure Agreement (NDA)) is a legal contract that governs the exchange of proprietary or confidential information. The agreement is used when there is a need to share proprietary information with an external party for a limited purpose while protecting it from being disclosed to others or the public. A CDA is also used when there is a need to avoid forfeiture of patent rights due to premature public disclosure.