A non-disclosure agreement (NDA), also known as a confidentiality agreement (CA), confidential disclosure agreement (CDA), proprietary information agreement (PIA) or secrecy agreement, is a legal contract between at least two parties that outlines confidential material, knowledge or information that the parties wish to share with one another for certain purposes, but wish to restrict from third parties. The agreement covers information that both parties agree not to disclose to any third parties. In creating a confidential relationship between the parties, an NDA protects any type of confidential and proprietary information or trade secrets.
These give the company the right to review a technology for a period of time to ascertain its practicality and value. During the option period, Skysong agrees to keep a given technology’s licensing opportunities open to the company reviewing the technology. A one-time fee is charged for all option agreements.
A sponsor option agreement concerns inventions that may be made during the course of ASU research sponsored by a corporate vendor. In this case, sponsors may review these inventions according to the terms above.
These permit biological materials and similar specimens owned by ASU to be transferred to researchers at other universities or companies.
These are special agreements between ASU and other universities, federal labs, non-profit foundations and commercial industries. These agreements permit Skysong to license technologies on which individuals from other organizations are co-inventors.
In order to develop a technology for commercialization, a license agreement provides the ability to use ASU's rights under its intellectual property (IP). Skysong Innovations’ license agreements typically include the following elements, although each transaction is negotiated on a case-by-case basis:
- License fee
This fee depends on the market value of the technology and is paid at the time the license agreement is signed.
Skysong Innovations expects to receive equity in start-up companies based on ASU technology.
- Patent reimbursement
These fees reflect the costs that are incurred to patent the technology. If foreign patents are sought for the technology, the fees may be higher to reflect this.
- Development period
- Before the license agreement is finalized the prospective licensee must submit a brief technology development plan.
- Quarterly development reports are required. These reports help to document that active development of a technology is taking place. This requirement is standard for licensing all federally-funded research.
- In projects with long development timetables, such as pharmaceuticals, certain progress milestones may be specified along with appropriate milestone payments. These help reduce initial license fees on high-risk projects since these milestones payments are only made if development continues successfully.
These fees are paid when products or services using the technology are sold. They may be calculated on a percentage-of-sales or fee-per-unit basis, depending on the circumstances.
- Minimum royalty
At the end of the development period, Skysong expects a minimum royalty each year. This is set at a relatively low amount compared to the expected royalties. Any royalties earned offset the cost of the minimum royalty, so the minimum royalty is normally not an additional fee. Minimum royalties are designed to encourage continued, active marketing of the technology, in line with Skysong’s mission to bring versatile and dynamic innovations to the marketplace.