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This document is a guide for persons who wish to submit ideas or suggestions
to Cardinal Health 200, Inc, the Medical Products and Services Group of Cardinal
Health (“Cardinal Health”) for evaluation and consideration. This
document explains Cardinal Health’s policy regarding submission of ideas
or suggestions and outlines the conditions under which such submissions can be
accepted. Cardinal Health, America's largest provider of health-care products
and cost-management services, is continuously evaluating ideas for new and improved
products.
While Cardinal Health carries on extensive internal research
and development, we recognize that good ideas can come from any source. Therefore,
Cardinal Health always tries to give careful consideration to ideas or suggestions
that are submitted by those who share Cardinal Health’s interest in developing
and improving health-care products and services.
Cardinal Health is particularly
interested in ideas that are or can be patented. Introducing a new product requires
a significant investment of time and money, but carries no guarantee that the
product will be profitable. Cardinal Health, like most companies, is more willing
to invest in a new product if there is some assurance that we will have exclusive
rights to sell the product for some time. A patented product provides that kind
of protection. If a product is not patented, Cardinal Health’s competitors
will be able to sell the same product for a greater profit because they did not
have to invest the time and money to develop it.
Ideas concerning product
names, advertising or slogans may be protected to some degree by copyright or
as trademarks, but their value usually comes from marketing and promotion, and
not from the idea itself. For that reason Cardinal Health is ordinarily unwilling
to promise to pay for such suggestions.
Over the years Cardinal Health
has learned that our evaluation of ideas can sometimes lead to misunderstandings.
It often happens, for example, that we are already developing the same product
that is being suggested. It also happens that the idea being submitted, even if
useful, has little intrinsic value or is already in the public domain.
In order to avoid these kinds of misunderstandings, Cardinal Health has adopted
the following rules concerning the evaluation of ideas developed outside the Company.
First, if you wish Cardinal Health to evaluate your idea, you must agree
that it can be done on a nonconfidential basis. “Nonconfidential”
means that Cardinal Health is not required to keep your idea a secret and that
Cardinal Health is free to use your idea for any purpose.
You can protect
your exclusive rights to the idea by filing a patent application, preferably before
you submit your idea to Cardinal Health. If your idea is patented, neither Cardinal
Health nor anyone else can use it without a license.
You are free to
withhold from your disclosure to Cardinal Health any information that you consider
to be confidential. Of course, the less you tell Cardinal Health about your idea,
the harder it will be for us to judge its potential. The decision on how much
to disclose is yours.
This rule allows Cardinal Health to use information
we have developed independently, or that our competitors are also free to use.
If we were unable to use this information, Cardinal Health could suffer a severe
competitive disadvantage.
Secondly, Cardinal Health will not make any
promise to compensate you if we use your idea in advance of our evaluation.
Of course, if your idea is patented, Cardinal Health cannot use it without
a license. If you choose to allow Cardinal Health to use your patent, then a license
would be given under mutually agreeable terms and conditions.
If your
idea is not patented, Cardinal Health may still compensate you if we use the idea.
However, in that case the compensation decision will be entirely up to Cardinal
Health for the reasons explained below.
Thirdly, your idea is being submitted
for evaluation only. Cardinal Health makes no promise that we will use your idea,
and if we would like to have a license to use your patented idea, you don’t
have to grant a license to Cardinal Health unless you want to. SUBMITTING
PATENTABLE IDEAS
Ideas believed to be patentable may be submitted to Cardinal
Health in any of three ways:
| 1. | File an application for a patent,
wait until the patent is granted, and then bring the patent to our attention. |
| 2. | File an application for a patent
and then submit a copy of the application for Cardinal Health’s consideration. |
| 3. | Prepare a detailed, written description
and detailed sketches, if possible, of the idea or suggestion. Sign and date each
page of the written description, including the sketches. At least one and preferably
two persons capable of understanding your idea or suggestion should read, sign,
and date each page of the written description, including the sketches. You can
then submit your idea or suggestion to Cardinal Health in sufficient detail to
enable Cardinal Health to understand your proposal. It is also helpful to describe
the particular problem that your product solves and how it solves it. If there
are other products like it, you should point out how your product is different. |
If your idea or suggestion is patentable and has not been previously
submitted to Cardinal Health by others or previously developed within Cardinal
Health, and if Cardinal Health has a commercial interest in your idea, we will
be happy to enter into negotiations with you for a patent licensing or purchasing
agreement.
SUBMITTING UNPATENTABLE IDEAS
Occasionally, there
is presented to Cardinal Health a useful idea or suggestion that is new but which
for some reason lacks the requirements for patentability. Unpatentable ideas or
suggestions may be offered to us by submitting a written description and detailed
sketches, if possible, of the idea or suggestion.
Even though your idea
or suggestion may be new, its unpatentability will allow others to freely use
or copy it without any obligation to you. Thus, if required to pay a royalty on
such unpatentable ideas or suggestions, Cardinal Health would be at a competitive
disadvantage. Consequently, unpatentable ideas or suggestions can be accepted
and will be used by Cardinal Health only on the basis that the decision as to
compensation, if any, shall be determined only by Cardinal Health. Alternatively,
you can commercially develop a product in accordance with your ideas or suggestions
which Cardinal Health may be willing to distribute.
GENERAL CONDITIONS
Cardinal Health will receive and consider ideas or suggestions submitted to it
only with the understanding that the submission is voluntary, that the submission
does not create or imply any confidential or contractual relation, that Cardinal
Health is not obligated or prejudiced in any manner by reason of the submission,
and that the submitter of such idea or suggestion relies solely on such rights
as he/she has or may acquire under patent or copyright laws in the United States
or any foreign country.
Neither Cardinal Health nor any of its officials,
employees or agents can become a party to a confidential disclosure or consider
an idea or suggestion on the condition that it shall be kept secret, as the idea
or suggestion may have been known or available previously to Cardinal Health or
to the general public, or it may be necessary to refer the idea or suggestion
to several persons, both within and outside Cardinal Health, to determine its
probable value.
It may happen that when an idea or suggestion is submitted,
Cardinal Health has already adopted or has under consideration or is developing
an idea or suggestion that anticipates, in whole or in part, the idea or suggestion
submitted. Since Cardinal Health must remain free to utilize the results of its
research and development and to utilize ideas or suggestions previously known
or available to it or the general public, submitted ideas or suggestions of any
such nature normally are rejected. Under such circumstances, Cardinal Health is
under no obligation to disclose either the results of its research and development,
or its interest in or appraisal of the subject matter submitted. Consequently,
in rejecting a submitted idea or suggestion, Cardinal Health can be expected to
do no more than state that it is not interested in the idea or suggestion as submitted.
Such a statement is not to be construed as an admission that the submitter of
the idea or suggestion has any property right in the subject matter submitted.
Cardinal Health will assume no obligation of any kind relative to a submitted
idea or suggestion, either to the submitter or to any party having an interest
in the submitted idea or suggestion, unless its obligation is incorporated in
a written instrument duly executed by Cardinal Health.
SUBMISSION
OF YOUR IDEA OR SUGGESTION
Sending a written description of your idea
or suggestion by mail is the best way. While a prototype device may also be helpful
in assisting Cardinal Health’s evaluation of your submission, Cardinal Health
cannot guarantee that it will return your prototypes and will not be held accountable
if it fails to do so. Following receipt of the signed Agreement and your information,
Cardinal Health will evaluate your submission and contact you regarding possible
interest.
All correspondence concerning the submission of ideas should
be addressed to: Chief Intellectual Property Counsel
Cardinal Health
Medical Products and Services
1430 Waukegan Road (MP KB-1A)
McGaw Park,
Illinois 60085-6787 If you have any questions regarding this process or
you would like to submit an idea electronically, please contact Kim Luna at Kim.Luna@cardinal.com
or fax your idea to 847.578.4095.
Please read and sign the attached
Agreement and return it to Cardinal Health with your submission as an indication
of your approval of and adherence to Cardinal Health’s conditions and policies.
If more than one party is making the submission, each party should read and sign
a separate copy of the Agreement with all copies returned to Cardinal Health with
the submission as an indication of each party’s approval of and adherence
to Cardinal Health’s conditions and policies. We recommend that you also
keep a copy of both this document and your Agreement in your files.
This
is a microsoft word document.
>
Click here for a copy of the Nonconfidential Disclosure Agreement.
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