CONFIDENTIAL DISCLOSURE AGREEMENTS
It is important not to disclose your research or reveal proprietary or confidential information to researchers outside of OSU without first having a confidentiality agreement in place. A confidentiality agreement needs to be put into place when proprietary or confidential information needs to be exchanged between OSU and an outside party to discuss research or evaluate research or business opportunities. The confidentiality agreement will define the terms under which the research or proprietary or confidential information will be discussed and exchanged.
An authorized representative from the Technology Commercialization Office must sign all CDAs before any proprietary or confidential information is disclosed or exchanged.
Please note: Even if you have been asked to sign a CDA by another party and/or provided a signature line on the CDA, you cannot sign the CDA.
What is a CDA?
- A Confidential Disclosure Agreement (CDA) is a contract between OSU and another Party that covers discussions about confidential or propriety information. The parties promise not to disclose information exchanged in discussions about research or business collaboration.
- A CDA is also referred to as a Non-Disclosure Agreement (NDA)
- A CDA or NDA can also be referred to as a Proprietary Information Agreement (PIA)
- Some government entities use the term PIA
- CDAs can be one-way for information coming in to OSU or information going out of OSU or mutual when information is being shared by both parties.
What is contained in a CDA?
- CDAs lay out conditions for:
- Topics to be discussed
- The parties that are allowed access to the confidential information.
- What the parties are allowed to do with the information.
- Timeframes for disclosures and confidentiality
- Disclosure Period – how long information can be exchanged or discussions can take place between the parties
- Confidentiality Period – how long after the termination or expiration of the agreement that the parties have to keep the information confidential.
Why is a CDA important/necessary?
- To protect the OSU’s proprietary information.
- To protect OSU’s inventions and licensing opportunities.
- To have OSU’s protection so that OSU researchers won’t be personally liable for breach.
- To define OSU researcher’s obligations for keeping information confidential.
- To assure the other party that OSU will keep their information confidential.
What is considered Confidential Information?
- Confidential information should be related to the specific purpose identified in the CDA.
- For OSU, no IP clauses should be included in CDAs.
- CDAs are for discussion purposes only; therefore, no IP should be generated. IP is dealt with in other types of agreements, i.e. sponsored research, services and testing, material transfer agreements
- There are standard exclusions to confidential information included in CDAs
- Recipient is under no obligation for any Confidential Information which:
- it can demonstrate by written records was previously known to it;
- is now, or becomes in the future, public knowledge other than through its own acts or omissions;
- it independently develops by those not having access to the Confidential Information and which can be proven through verifiable records;
- it lawfully obtains from sources independent of the Discloser; or
- is required by applicable law, including the State of Ohio public records laws, to be disclosed.
When is a CDA used?
- Anytime an OSU researcher is disclosing detailed information about his/her invention to someone else, especially if s/he has not yet filed a patent application.
- If an OSU researcher has a new product in development, and s/he needs to consult an expert for advice on how to proceed.
- An OSU researcher wants to consult with another researcher about unpublished research or an unpatented invention.
- An OSU researcher wants to discuss collaborating with another researcher on a confidential research project.
- In the context of a collaboration agreement, a mutual CDA should be in place so that both parties agree not to disclose or use information related to the other party’s Intellectual Property.
- An OSU researcher may want to talk with an individual from a Company or a for-profit entity
- to ask advice about the other’s confidential methods, processes, or products
- to talk about licensing inventions or ideas – commercialization