Confidential Disclosure Agreements
CDAs, also referred to as Non-disclosure Agreements (NDAs), allow for Washington University in St. Louis’s faculty and staff to exchange confidential information with outside third parties under obligations to protect and preserve the confidentiality of the information. Generally CDAs are entered into for the purpose of exploring the potential licensing of an existing university technology or discussions relating to potential research collaborations..
CDAs can also help to preserve the university’s patent rights and a patent application should be filed before the invention is ever disclosed to the public. By putting a CDA in place before discussing an invention with an outside third party, we avoid public disclosure and are able to preserve the possibility of patent protection. CDAs may cover a mutual exchange of information, or may be one-way to cover information disclosed by only one party.
OTM negotiates CDAs regarding discussions related to the potential licensing university developed inventions/technologies that have been (or will soon be) disclosed to OTM through an invention disclosure.
Please contact the relevant OTM business development contact who is handling your technology or send your request to OTM with the following information:
- Name of company or outside party with contact name, email address, and phone number
- Names(s) of all Washington University individuals who will be disclosing the information.
- Subject matter to be discussed – brief description of the technology and/or OTM technology number (if known)
- Purpose of the disclosure or exchange of information
- Type of agreement needed –mutual or one-way
- Anticipated date of discussion
All other CDAs are handled by other university contracting offices, depending on the particular circumstances of the disclosure. For example, the Joint Research Office of Contracts (JROC) handles CDAs related to discussions regarding collaborative research, sponsored research, clinical trials and service agreements. Please send requests for these types of CDAs to JROC to: email@example.com.
Washington University may enter into an IIA for several reasons:
- Researcher(s) at Washington University are collaborating with researcher(s) at another institution and have invented something together
- Researcher(s) have a dual appointment with Washington University and another institute (for example Veterans Affairs or the Donald Danforth Plant Science Center)
- Researcher(s) began work which led to the creation of an invention at one institution and then move to Washington University and continue their work on this invention
In each of the above situations, the inventions are jointly owned by the university and the other institution. In an IIA both parties agree as to who will take the lead in patenting and licensing activities and how any revenue from licensing will be shared.
If you have created an invention in collaboration with researchers from another institution or as an employee of multiple institutions or if you have continued work on an invention begun at another institution, please notify our office by submitting an Invention Disclosure Form.
A consulting agreement with a company in private industry is a personal agreement in which OTM and Washington University does not participate. The university is not a legal party to the agreement, and as such, we strongly recommend that you retain a lawyer to review the agreement to protect your best interests.
In order to help avoid confusion between your personal obligations to the company and your work here at Washington University, any consulting agreement with a company should contain the following language:
“Notwithstanding anything herein to the contrary, Company agrees that CONSULTANT serves Company under this Agreement in his individual capacity, as an independent contractor, and not as an agent or representative of Washington University (“Institution”), that Institution exercises no authority or control over CONSULTANT while acting in such capacity, that Institution receives no benefit from such activity, that CONSULTANT and/or Company cannot and will not make use of Institution resources or Institution managed funding in acting in such capacity, that Institution is not a party to this Agreement, and that Institution makes no representations or warranties under this Agreement and assumes no liability or obligation in connection with any such work or service undertaken by CONSULTANT. Company further agrees that any breach, error, or omission by CONSULTANT acting in such capacity or otherwise under this Agreement, shall not be imputed or otherwise attributed to Institution. Moreover, nothing in this Agreement shall be read or understood to encumber, in any way, any intellectual property that Institution claims ownership of through the Institution’s Intellectual Property Policy as such may be amended from time to time.”
If you receive research support from an entity that subsequently wants to retain you (or someone under your supervision) as a consultant, OR if you (or someone under your supervision) has worked for a company as a consultant and the company then wants to provide research support you should disclose the change in relationship to the Disclosure Review Committee (Jeneane Braden, 314.747.4152).
For further guidance, please see the Washington University Conflict of Interest policy.