Confidential Disclosure Agreements
Also known as NDA’s (Non-Disclosure Agreements)
CDA’s allow for the exchange of confidential information between Washington University faculty & staff with outside third parties under obligations to protect and preserve the information being shared.
OTM negotiates CDA’s regarding discussions related to the potential licensing of university developed inventions/technologies that have been or will be disclosed to OTM through our invention disclosure process. OTM puts these CDA’s in place to avoid public disclosure and preserve the possibility of patent protection.
If you are about to, or already have disclosed a technology to OTM and would like to enter into a confidentiality agreement with a potential licensee, please follow the instructions listed here.
Send your OTM business development contact the following information:
- Type of agreement: one-way or two-way flow of information;
- Name of Company, contact name, email address and phone number;
- Who in your department will be disclosing information – list everyone you believe will be involved.
- What is the subject matter you plan to discuss;
- Purpose of the disclosure or exchange of information;
- Anticipated date of discussion.
OTM only reviews CDA’s related to potential licensing activity. If you have a CDA that is not related to licensing discussions, the graphic provided here will assist you in finding the office at WU that is best suited to review your CDA.
Washington University may enter into an Inter-institutional Agreement (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 Individual (Research) Conflicts of Interest Policy or the Institutional Conflict of Interest Policy.