Utilisation
Non-disclosure agreement
Non-disclosure agreement = Confidentiality agreement = Confidentiality agreement = Non-Disclosure Agreement (NDA) = Confidential Disclosure Agreement (CDA)
Why should a non-disclosure agreement be concluded?
Your invention is no longer new if you have described it publicly. Whether at conferences, on the Internet, on posters, in scientific journals or to external scientists - publication before filing a patent application with the patent office makes it impossible to patent your invention in Europe and most other countries.
On the other hand, there is no scientific development without a fruitful dialogue with partners from science and industry. Of course, you don't have to do without this. Protect yourself in advance: conclude non-disclosure agreements with your partners before exchanging ideas and data.
At symposia or seminars with external participants, a list of participants can briefly state that all participants should treat the ideas and data presented as confidential. This list of participants with a short confidentiality agreement should be signed by each participant, e.g. during participant registration.
Contact person
As there are many aspects to consider when concluding a non-disclosure agreement, which may vary from case to case, we have not provided a sample for you online. Please get in touch with the contact persons in the Patents and Licences department, who will be happy to help you with the appropriate arrangements and processing.
Licence and rights of use
Licence/licence contract/licence agreement
The preferred exploitation model is licensing: In the case of licensing, the university retains ownership of the property rights or property right applications.
The exploitation partner is only granted rights of use (either exclusive or non-exclusive) in return for standard market conditions. An individual licence agreement is negotiated with the exploitation partner based on the type of invention, stage of development and property rights position. After signing the agreement, the commercialisation partner usually pays a lump sum and additional fixed milestone payments, which are due at certain stages of product development. After market launch, the commercialisation partner gives the licensor a share of the revenue.
In addition, the licence agreement regulates performance obligations for the exploitation partner, e.g. the deadlines for further development and market launch, which must be met. Through special termination rights and contractual penalties, the licence agreement guarantees the actual marketing of the invention so that it cannot "disappear in a drawer".
A licence agreement can also grant rights of use to unpatented research results, materials, software and know-how.
In the run-up to a licence agreement, an option can also be granted that gives the exploitation partner the right to acquire a licence within a defined period of time.
Types of licence
A non-exclusive licence grants the licensee a right of use without preventing the licensor from exploiting the work himself or from granting further simple licence agreements. The non-exclusive licence is not transferable.
An exclusive licence regularly excludes the rights holder from his own exploitation as well as from the granting of further licence agreements. The licensee of an exclusive licence agreement generally has the right to grant sub-licences and to transfer his rights. The University of Würzburg grants exclusive licences subject to the restriction that the use of the right in teaching and research remains at the university.
Sale of property rights
Sale of rights
If an IP right is sold, the owner transfers all rights to the IP rights or the IP right applications to the commercialisation partner. As a rule, a one-off lump sum is paid on transfer and a provision is made for a share in future sales if the property right is a great commercial success. The sale of patent protection rights is rarely sought because neither the inventors nor the university have the means to monitor the commercialisation process after the property rights have been transferred. From the point of view of the commercialisation partners, there is another argument against buying a patent: the stage of development of many inventions does not yet offer a sufficient guarantee of success for product implementation. By purchasing the patent, the partner would be taking a high risk.
