Summary of Faculty Consulting Policies
Attachment A to RPH 4.3: Consulting and Other Outside Professional Activities by Members of the Academic Council and Medical Center Line Faculty
Date: Promulgated by the University Provost, September 7, 2010
As you know, Stanford encourages research relationships with other entities as a way to foster the transfer of knowledge gained through University research and scholarship for societal benefit. We also recognize, however, that our concern to preserve openness in research may be at odds with the need of for-profit companies to keep research information and materials proprietary. With these differences in mind, I would like to review Stanford’s policies governing two types of agreements that faculty enter into without direct University oversight. These are personal consulting agreements and non-disclosure agreements (NDAs). As a Stanford faculty member, it is your responsibility to know the principles and policies that must be followed when entering into such agreements.
If you enter into a consulting or non-disclosure agreement with a commercial entity, a copy of the attached summary of Stanford University Requirements for Faculty Consulting Activities and Agreements must be provided to the company.
Any consulting agreements with outside entities should carefully delineate and separate your university responsibilities from consulting responsibilities. Specifically, these agreements must not involve or address Stanford University, or its resources and people, including students, postdoctoral scholars and staff. You are responsible for making sure that your consulting activity and the terms of any written agreements are consistent with requirements of the faculty Conflict of Commitment and Interest policy and your university obligations related to inventions and other intellectual property . The School of Medicine also prohibits consulting that is solely or primarily for commercial marketing purposes. To avoid confusion, correspondence and agreements related to consulting activities must not use Stanford letterhead or appear to be Stanford documents. Finally, facilities and services of the University may not be used in connection with your consulting, except in a purely incidental way.
In their capacity as University employees, Stanford faculty and staff may not engage in confidential work for an entity other than Stanford. Confidential work for another entity may only be pursued during time allowed for consulting.
Any confidential information received for research purposes at Stanford must be incidental to University research activities and may not interfere with the participation of anyone at Stanford in the intellectually significant portions of the research activity Openness in Research Policy. Within these important limits, if it becomes necessary for you to share confidential information with, or receive information from, another entity for your work at the University, you may personally sign a Confidentiality Disclosure Agreement (CDA) or Non-Disclosure Agreement (NDA). The agreement must state clearly that you are signing in your individual capacity and covers only your own activities. If it is necessary for those you supervise to receive confidential information, they must separately sign a confidentiality agreement, but only if the confidential information to be received is incidental and with approval of your school dean. (See also Export Control information.)
Some CDAs or NDAs presented to faculty for signing may contain intellectual property provisions impacting Stanford’s rights in patents, copyrights, or patentable technology or copyrightable works. Faculty may not sign any agreement that could affect Stanford’s or other Stanford researchers’ rights in intellectual property or your Stanford obligations related to intellectual property.
The CDA/NDA must not include Stanford University as a party. Individual researchers, faculty members and other employees have no authority to sign CDAs or NDAs on behalf of the University, their school or department, or any other division or department of the University. Stanford generally does not sign CDA/NDAs on behalf of the University, because there is no institutional mechanism to ensure the confidentiality of information received.
NOTE: The summary of Stanford’s policies will be available for downloading on the Research Policy Handbook website, the Office of Technology Licensing , and from your school dean’s office.
Please contact your school dean’s office or the office of the Dean of Research to discuss any questions that you may have concerning consulting agreements; the Industrial Contracts Office will advise about CDA/NDAs related to your Stanford work.
Stanford Requirements for Faculty Consulting Activities and Agreements
Faculty Policy on Conflict of Commitment and Interest
Stanford University Requirements For Faculty Consulting Activities and Agreements
The terms of consulting and non-disclosure agreements between faculty and external organizations must be consistent with all of the following requirements:
1. Stanford University is not a party to consulting or non-disclosure agreements between faculty and external organizations, shall have no obligations or potential liability under the agreements, and its rights may not be impaired in any way by the agreement. The university does not provide indemnity insurance for these activities.
2. Consultant’s Obligations to Stanford
- Consulting is permitted provided the faculty member's full-time obligation to the University is met.
- Stanford faculty members owe their primary professional allegiance to Stanford University, and their primary commitment of time and intellectual energies should be to the education, research, and scholarship programs of the institution. Outside professional activities must not detract from a faculty member's full-time obligation to these duties.
3. Limitations on time spent as a consultant and type of responsibilities
- The maximum number of consulting days permissible for faculty on a full-time appointment is 13 days per academic quarter.
- A faculty member on full-time active duty or sabbatical leave must not have outside managerial responsibilities and may not have titles that imply management responsibilities, e.g. Chief Scientific Officer, Chief Technical Officer, Director of Research, regardless of actual consulting duties.
4. Restrictions concerning students and research staff
- The academic activities of students and postdoctoral scholars must be free from the personal commercial and consulting interests of the faculty member.
- The work of students, staff, postdoctoral scholars and collaborators must not be exploited in the course of a faculty member's outside obligations.
- Faculty may not hire or directly supervise a Stanford student in employment activities outside the University while serving as the student's advisor or as a participant on the student's dissertation committee without written approval.
5. Restrictions on use of University resources
- Stanford facilities, personnel and equipment may not be used except in a purely incidental way, as part of outside consulting activities.
- Preferential access to research results, materials or products generated from University teaching or research activities may not be provided to an outside entity for personal financial gain.
- Confidential information acquired through conduct of University business or research activities may not be used for personal gain, or to grant unauthorized access to others; confidential information includes any information that comes into your possession as a result of your employment by Stanford that is not broadly available to the general public.
6. Ownership of intellectual property
- Stanford owns the title to all potentially patentable inventions conceived, or first reduced to practice, in whole or in part, by faculty in the course of University responsibilities, or with more than incidental use of University resources, and must be assigned to the University. Faculty members do not have the authority to assign or otherwise transfer rights in any of the University’s inventions.
- Any publication, invention, discovery, improvement, or other intellectual property that results solely and directly from Consultant’s services either alone or with employees of or other consultants or advisors to the external organization are not subject to Stanford disclosure and ownership policies.
7. Use of the Stanford name
- The Stanford name and logo may not be used in any consulting activities.
- The office address of the consultant may be used for convenient communication.
8. Authorship, speaking and marketing activities
- If a faculty member is listed as an author on any publication resulting from performance of consulting services, a disclosure should be included stating that “Dr./Professor [NAME]’s contribution to this publication was as a paid consultant, and was not part of his/her Stanford University duties or responsibilities”.
• The same disclosure should be given in speaking activities related to consulting services.
- Stanford School of Medicine faculty are prohibited from publishing articles under his/her own name that are written in whole or material part by company employees (so-called “Ghost Written”). Stanford School of Medicine faculty are not permitted to participate in dedicated marketing and training programs designed solely or predominantly for sales or marketing purposes. All faculty are strongly discouraged from performing any sales, marketing, or promotional services for the company requesting consulting services. This includes promotional marketing activities to academic colleagues, clinical colleagues, the media, the public or as an exhibitor.
- Stanford School of Medicine faculty are prohibited from being members of "Speakers Bureaus".
Faculty Investment in Stanford Student Companies
September 18, 2013
Faculty Policy on Conflict of Commitment and Interest
Are faculty permitted to invest in start-up companies of current Stanford University students?
All faculty should consider carefully whether investing in any current student or postdoctoral fellow’s company is in the best educational interest of the student or fellow, whether or not the faculty member has any involvement with the student’s academic program. However, a higher standard applies when a faculty member has direct involvement in a student or postdoctoral fellow’s academic program, including as the academic advisor, an honors/PhD thesis advisor, or a classroom teacher in the student’s major. In these circumstances, a faculty member who wishes to invest in a current student or postdoctoral fellow’s start-up company must receive approvals from the Dean of the student or postdoctoral fellow’s school, the Dean of the faculty member’s school and the Vice Provost and Dean of Research. The strong presumption is that such involvement would constitute a significant conflict of interest that could not be mitigated or managed and that it would therefore not be permitted. Academic staff, other teaching staff, and those who directly interact with students and postdoctoral fellows in the role of instructor or advisor should also follow these procedures.
What would be the nature of the conflict of interest in this situation?
University policy states that “a conflict of interest occurs when there is a divergence between an individual’s private interests and his or her professional obligations to the University such that an independent observer might reasonably question whether the individual’s professional actions or decisions are determined by considerations of personal financial gain.” More specifically regarding conflicts of interest in teaching and educational activities, University policy states that: “education and guidance given to students by faculty, including the nature and direction of research or other studies, should be governed by what is in the academic interest of the student.”
A faculty member investing in a current student or postdoctoral fellow’s company inherently creates a situation in which an independent observer might reasonably question whether the individual’s professional actions or decisions in relation to that student or fellow are determined by considerations of personal financial gain. Examples of actions that could be based – or perceived to be based – on considerations other than the academic interest of the student or fellow include:
- Advising a student to leave school to devote full time to his/her company rather than staying in school to complete his/her degree
- Permitting a student to spend an inordinate amount of time on company activities, rather than focusing on his/her academic program as expected by Stanford policy (RPH 10.6 Relationships Between Students (Including Postdoctoral Scholars) and Outside Entities
- Directing a student or fellow’s research toward a topic that might increase the potential success of the company
- Generally treating a student or fellow that has a company in which the faculty member has invested more favorably than other students or fellows
Even if the faculty member is not involved in the student or fellow’s program, he/ she could still put pressure (or be perceived to put pressure) on the student or fellow to alter his or her academic program in favor of increasing the chances of success of the start-up. This is because of the inherently unequal power relationship between faculty and student, which exists even if the faculty member is not in a position to evaluate the student or influence the student’s academic program. Similar circumstances may arise for academic staff, other teaching staff or those who have instruction or advising roles for the student.
I understand how a faculty member who supervises or directly teaches a student is in a significant conflict of interest situation, but why should a faculty member who has nothing to do with the student’s academic program be advised to give careful consideration before investing in his/her company?
As noted above, the inherently unequal power relationship between faculty and student at a university exists even if the faculty member is not in a position to evaluate the student or influence the student’s academic program. A faculty member’s influence and authority are grounded in the role of educator per se and extend far beyond the classroom or laboratory. For example, a student may perceive, rightly or wrongly, that a prominent faculty member has influence over decisions regarding students’ academic progress, access to lab space or funding for research. The role of educator must always take precedence for faculty members or others who are directly involved in instruction or advising of the student.
Conflict of Interest Policies
- Faculty Policy on Conflict of Commitment and Interest Presents and discusses circumstances which can create real or perceived conflicts of commitment and conflicts of interest for faculty. Establishes the requirement for annual certification and financial disclosure
- PHS and NSF Requirements Regarding Financial Disclosures and Agency Notifications Research funded by the Public Health Service (PHS) and National Science Foundation has specific requirements
- Outside Consulting Activities by Members of the Academic Council and Medical Center Line Faculty Establishes limits on the amount of time that may be spent on outside consulting activities by Stanford faculty and describes procedures for implementing this policy. 2003 clarification relates to consulting and outside management responsibilities.
- Faculty Consulting Policies and Stanford University Requirements for Faculty Consulting Activities and Agreements Clarification of requirements related to faculty consulting and non-disclosure agreements, including a required summary of policies to be provided to any third party with whom the faculty member consults or has any other agreements.
- Conflict of Commitment and Interest for Academic Staff Applies the principles of the Faculty Policy to members of the Academic Staff with two principal differences: consulting privileges are not normally extended to members of the Academic Staff, and Academic Staff are not normally required to complete an annual certification and disclosure.
- Staff Policy on Conflict of Commitment and Interest (1.5.2, pdf) Establishes specific prohibitions and defines a process for disclosures of potential conflict situations.
- Institutional Conflict of Interest in Research Involving Human Subjects Establishes principles and procedures designed to ensure that research involving human subjects at Stanford University is conducted without untoward influence resulting from either the University's financial investments or holdings or the personal financial interests or holdings of key institutional leaders.
- Relationships Between Students (Including Postdoctoral Scholars) and Outside Entities Discusses the application of University policy related to intellectual property, openness in research and conflict of commitment and interest to students working with outside companies.
- Industry Interactions with Medical School and Hospital Personnel (School of Medicine/Hospitals policy) Establishes guidelines for interactions with industry representatives (including the pharmaceutical, biotech, medical device, and hospital and research equipment and supplies industries) with personnel in the Stanford University Medical Center (including the Stanford School of Medicine, Stanford Hospital and Clinics, and the Lucile Packard Children's Hospital).
- Policy on Conflict of Interest in Clinical Care This policy is established to further promote physician integrity and objectivity, such that collaborations with industry can optimally benefit patients and improve human health and well-being.
Other Related University Policies
Research Policy Handbook
- Principles Concerning Research
- Rights and Responsibilities in the Conduct of Research
- Academic Freedom
- Principal Investigatorship (PI) Eligibility and Criteria for Exceptions
- Research Misconduct: Policy on Allegations, Investigations and Reporting
- Openness in Research
- Multi-Authored Research Papers
- On Academic Authorship
- Retention of and Access to Research Data
- Inventions, Patents and Licensing