It is important not to disclose your research or reveal proprietary or confidential information to researchers outside of The Ohio State University 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 Ohio State 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 are 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 Ohio State 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 Ohio State or information going out of Ohio State 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 Ohio State’s proprietary information.
To protect Ohio State’s inventions and licensing opportunities.
To have Ohio State’s protection so that Ohio State researchers won’t be personally liable for breach.
To define Ohio State researchers’ obligations for keeping information confidential.
To assure the other party that Ohio State will keep their information confidential.
What is considered Confidential Information?
Confidential information should be related to the specific purpose identified in the CDA.
For Ohio State, 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 Ohio State researcher is disclosing detailed information about his/her invention to someone else, especially if he/she has not yet filed a patent application.
If an Ohio State researcher has a new product in development, and he/she needs to consult with an expert for advice on how to proceed.
An Ohio State researcher wants to consult with another researcher about unpublished research or an unpatented invention.
An Ohio State 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 Ohio State researcher may want to talk with an individual from a Company or for-profit entity:
to ask advice about the other’s confidential methods, processes, or products
to talk about licensing inventions or ideas — commercialization
What is the process for having a CDA signed at Ohio State?
Check whether or not you can use the Simple CDA, Ohio State’s new standard CDA template, which has been designed to expedite the process.
If the situation does not meet the criteria that would permit the use of the Simple CDA, then submit your request via our Agreements Request Forms online and include a copy of the CDA for review, negotiation, and signature. The submission form will provide our office with essential details to properly assess your request.
Once you have submitted the request you will receive a confirmation email from our office. Our office will verify the submission and will contact you if more information is needed to process the request. If the request is accepted by our office, then a Contracts Officer will be assigned to review the CDA and will work directly with the Other Party to finalize the CDA. The Contracts Officer will also be in contact with you if more information is needed in order to finalize the CDA.
Sometimes negotiation of the CDA is required, in order to have the agreement comply with Ohio law, federal law, and Ohio State policies.
You will be kept in the loop, by being provided status updates or by being copied on email correspondence.
Once the CDA has been signed by both parties (and also signed by you, if necessary), you will be provided a fully executed copy for your records.
Please read the fully executed agreement carefully to make sure you understand your obligations, you must comply with its terms, and keep your discussions within the scope of the CDA.
If discussions reach a point that you will go outside the scope of the CDA please contact our office or your Contracts Officer right away so that we can assist you further.
If your discussions are going to extend beyond the time period indicated in your CDA please contact our office or your Contracts Officer right away so that we can assist you with extending your CDA.