Current version: August 22, 2012
Presents and discusses circumstances which can create real or perceived conflicts of commitment and conflicts of interest for faculty. Establishes requirements for annual disclosures and certifications, and for those made at the time of a transaction such as a sponsored project or gift.
This statement, approved on April 14, 1994, and modified on December 2, 2004 and on March 8, 2012 (for implementation on August 22, 2012), by the Senate of the Academic Council, constitutes Stanford's policy and procedures regarding conflict of commitment (COC) and conflict of interest (COI) as they apply to all members of the Stanford faculty (Academic Council and Medical Center Line) including faculty members serving as University officers. (See the Stanford Faculty Handbook for policies governing those with consulting, visiting and acting faculty appointments and the School of Medicine Faculty Handbook, Chapter 8.6.C, for policies governing Clinician Educators.) School deans are responsible for ensuring implementation of this policy. The Vice Provost and Dean of Research (Dean of Research) is responsible for interpretation and overall coordination of the policy. Violation of any part of this policy may cause a faculty member to be subject to sanctions, including those described in the Statement on Faculty Discipline. This policy will be modified as necessary to be in compliance with the requirements of external agencies.
Conflict of Commitment:
Stanford faculty members owe their primary professional allegiance to the University, and their primary commitment of time and intellectual energies should be to the education, research and scholarship programs of the institution. The specific responsibilities and professional activities that constitute an appropriate and primary commitment will differ across schools and departments, but they should be based on a general understanding between the faculty member and his or her department chair and school dean.
Even with such understandings in place, however, attempts of faculty to balance University responsibilities with external activities--such as consulting, public service or pro bono work--can result in conflicts regarding allocation of time and energies. Conflicts of commitment usually involve issues of time allocation. Whenever an individual's outside professional activities (as defined in RPH 4.3, Stanford's policy on Consulting and Other Outside Professional Activities) exceed the permitted limits (normally thirteen days per quarter), or whenever a full-time faculty member's primary professional loyalty is not to Stanford, a conflict of commitment exists. If a situation that raises questions of about a possible conflict of commitment arises, faculty should discuss the situation with their department chair or school dean, or the Dean of Research.
Conflict of Interest:
Stanford University is an institution of public trust; faculty must respect that status and conduct their affairs in ways that will not compromise the integrity of the University or that trust.
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. A conflict of interest depends on the situation, and not on the character or actions of the individual.
Conflicts of interest are common and practically unavoidable in a modern research university. At Stanford, conflicts of interest can arise out of the fact that a mission of the University is to promote the public good by fostering the transfer of knowledge gained through University research and scholarship to the private sector. Important means of accomplishing this mission include faculty consulting, outside speaking engagements, publications, and the commercialization of technologies derived from faculty research. It is appropriate that faculty be rewarded for their participation in these activities through consulting fees, honoraria and sharing in royalties resulting from the commercialization of their work. It is wrong, however, for an individual's actions or decisions made in the course of his or her University activities to be determined by considerations of personal financial gain; faculty should be sensitive even to the appearance of that possibility. Such behavior calls into question the professional objectivity and ethics of the individual, and it also reflects negatively on the University.
Faculty members should conduct their affairs so as to avoid or minimize conflicts of interest, and must respond appropriately when conflicts of interest arise. To that end, the purposes of this policy are to educate faculty about situations that generate conflicts of interest, to provide means for faculty and the University to manage conflicts of interest, to promote the best interests of students and others whose work depends on faculty direction, and to describe situations that are prohibited. Every Stanford faculty member has an obligation to become familiar with, and abide by, the provisions of this policy. Conflicts of interest must be disclosed to Stanford when personal financial relationships or activities with outside entities occur that would reasonably appear to be related to a faculty member's Stanford institutional responsibilities for research/scholarship, education/teaching, administration or clinical care. All such financial activities and relationships must be disclosed annually and at the time of a specific transaction. Disclosure and University review also allow faculty to comply with federal agency regulations (for example, see PHS and NSF Requirements Regarding Financial Disclosures and Agency Notifications, RPH 4.2).
Common sense must prevail in the interpretation of these policies. That is -- no matter what the circumstances -- if an independent observer might reasonably question whether the individual's professional actions or decisions are determined by considerations of personal financial gain, the relationship should be disclosed to the public during presentations, in publications, teaching or other public venues.
Below is a summary of the key provisions of this policy. Faculty should read the document in its entirety to fully understand the spirit of these provisions, the bona fide exceptions, and the requirements for compliance.
[ Links in these summary statements connect with more detailed discussion on each point. ]
Faculty must maintain a significant physical presence on campus (main or overseas) throughout each quarter they are on active duty.
Faculty must not allow other professional activities to detract from their primary allegiance to Stanford. For example, a faculty member on full-time active duty must not have significant outside managerial responsibilities or titles that suggest such responsibilities (e.g., chief operating officer), or act as a principal investigator on sponsored projects that could be conducted at Stanford University but instead are submitted and managed through another institution (excluding such agreements as Stanford-managed sub-awards or collaborations).
Faculty must foster an atmosphere of academic freedom by promoting the open and timely exchange of results of scholarly activities, and ensuring that their advising of students (defined for this policy to include postdoctoral scholars and other trainees) and their supervision of staff are independent of personal financial interests. Faculty should inform students and colleagues about outside obligations that might influence the free exchange of scholarly information between them and the faculty member.
Faculty may not use University resources or personnel, including facilities, staff, students or other trainees, equipment, or confidential information, except in a purely incidental way, as part of their outside consulting or business activities or for any other purposes that are unrelated to the education, research, scholarship, and public service missions of the University.
Faculty must disclose on a timely basis the creation or discovery of all potentially patentable inventions created or discovered in the course of their University activities or with more than incidental use of University resources. If intellectual property rights are to be claimed, ownership of such inventions is assigned to the University regardless of the source of funding. The inventor will share in royalties earned. The inventor(s), acting collectively where there is more than one, are free to place their inventions in the public domain if they believe that would be in the best interest of technology transfer and if doing so is not in violation of the terms of any agreements that supported or are related to the work.
Faculty must disclose to the University whether they (or their spouse/domestic partner or dependent children) have a financial interest (defined below) in, an outside entity that would reasonably appear to be related to their institutional responsibilities. Disclosures of such interests are also required when the faculty member is involved in a specific transaction, including:
In such cases, review and approval by the school dean, the cognizant dean for COI or the designated COI program administrator will be required prior to entering into the proposed arrangement.
Financial interests that are disclosed and deemed to be related to one or more of the faculty member's institutional responsibilities will be further reviewed to determine if the financial interest or relationship could have a direct and significant effect on the faculty member's performance of his or her responsibilities. If such a situation exists, the conflict will need to be eliminated or managed according to a plan provided to the faculty member by the cognizant dean for COI. Other administrative actions, such as disclosure in publications and public talks, may be required when the financial interest is not considered likely to directly and significantly affect performance of institutional responsibilities.
On an annual basis all faculty members must certify to their school deans their compliance with Stanford's policies related to conflict of commitment and conflict of interest. They must also disclose information not previously reported about their existing or new financial relationships (or those of their spouse/domestic partner or dependent children) with outside organizations, which would reasonably appear to be related to their institutional responsibilities, as soon as such situations become known to the faculty member.
School deans shall establish procedures to ensure timely review of their faculty’s disclosures of potential or apparent conflicts of interest, both annually and at the time of a specific transaction, and to ensure (in consultation with the Dean of Research office) the elimination or appropriate management of such conflicts. School deans will file their own annual disclosures and certifications of compliance with the Dean of Research.
The Dean of Research shall:
Should a faculty member wish to appeal a decision made by the Dean of Research, he or she may present the appeal to the Provost, who will consider the case in consultation with the Advisory Board of the Academic Council.
Appointment as a faculty member of Stanford University confers the privilege and obligation to pursue teaching, research, scholarship, and clinical care (whichever are appropriate to the position held). In addition, Academic Council members are expected to participate in University governance, in the formulation of academic policy, and in the determination of the intellectual directions and academic priorities of the University. Fulfillment of these obligations requires a primary commitment of expertise, time, and energy.
A full-time appointment conveys an obligation for a faculty member to have a significant physical presence on campus (main or overseas), to be accessible to students and staff, and to be available to interact with Stanford colleagues throughout every quarter during which he or she is on active duty, unless the department chair and/or school dean has granted specific prior approval for extended or frequent absences from campus. Because requirements for field research and other reasons for absence from campus differ across the University, schools and departments should define for their faculties what qualifies as inappropriate, extended or frequent absences.
Stanford encourages faculty to become involved in the transfer of knowledge from the University to the public and into the commercial marketplace. It is an appropriate role for the University to facilitate the transfer of the knowledge gained through academic research to applications that can benefit the general population. Moreover, experience gained by faculty in the course of outside professional activities can enhance their teaching and research or scholarship within the University. But the process of information and technology transfer can create the potential for conflicts of commitment and/or interest, particularly when there is opportunity for personal financial gain on the part of the faculty. The intent of this provision of the policy is to minimize these conflicts and provide means of managing them when they arise.
An implicit assumption underlying the University's policy on Consulting and Other Outside Professional Activities (RPH 4.3) is that such outside professional activities are a privilege and not a right and must not detract from a faculty member's full-time obligation to his or her University duties. When any outside activity detracts from the conduct of University duties, a conflict of commitment will result. Even activities such as pro bono work, government service in the public interest, and any outside employment unrelated to the faculty member's University responsibilities (therefore not included as "consulting" in the policy on outside professional activities), should be managed so they do not take precedence over a faculty member's primary commitment to the University. (See the Faculty Handbook, Section 2.7.G, for limitations on faculty appointments at other academic institutions.)
Outside professional activities can also generate conflicts of commitment regardless of the time involved. Stanford faculty members on active duty normally are prohibited from serving as principal investigators on sponsored projects submitted and managed through other institutions. This stipulation is not intended to limit faculty from participating in multi-site training or research programs for which Stanford University receives a subaward or has a collaborative or other agreement, nor is it intended to apply to circumstances in which the faculty member's research requires access to specialized facilities not available at Stanford.
Because full-time faculty are expected to devote their primary energies and professional interests to their University obligations, they may not accept significant managerial responsibilities or titles that suggest or connote managerial or supervisory responsibilities (e.g., CEO, Director, Scientific Officer or Vice President) as part of their outside consulting activities. Normally it will be necessary for faculty to take a full leave of absence from their University responsibilities in order to take on a significant management role in an outside entity; doing so while on sabbatical is not permitted. Service on boards of directors or advisory boards is allowed.
Faculty members must establish clear boundaries that separate their University and outside obligations, so as to avoid questions about their appropriate use of resources and attributions of products of their work. The Stanford name and logo may not be used in consulting activities. Outside activities may not include either:
If a faculty member is listed as an author on any publication resulting from performance of consulting services, a disclosure should be included clearly stating that the contribution to the 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 (see RPH 4.3, Attachment A: Stanford University Requirements for Faculty Consulting Activities and Agreements).
The integrity of the University as a community of scholars requires the free and open exchange of ideas and the results of scholarly activities. Faculty are obligated to maintain an atmosphere free from unwarranted external influences. Students and collaborators must be able to pursue topics of interest, have access to available information and facilities, and be able to communicate the results of their work to other scholars and the public. Therefore, faculty must ensure that:
This policy requires that consulting, technology licensing or other agreements with third parties, including nondisclosure or confidentiality agreements, must not delay or prohibit publications resulting from Stanford research and scholarship. In addition, faculty should, and in some circumstances will be required to, disclose their financial relationships in publications and public discussions of research or scholarship supported by or in a field relevant to the interests of the company/organization.
Faculty may not use University resources or personnel, including facilities, staff, students or other trainees, equipment, or confidential information, except in a purely incidental way, as part of their outside consulting or business activities or for any other non-University purposes. Inappropriate use of University resources includes the following:
Assigning tasks to the faculty member's students, staff or postdoctoral scholars for purposes of potential or real financial gain of the faculty member rather than the advancement of the scholarly field or the students' educational needs.
Involvement of the faculty member's students or staff in his or her outside consulting or business activities without prior review and approval by the school dean and the Dean of Research.
Using confidential information acquired through conduct of University business or research activities for personal gain, or granting unauthorized access of others to such information. Confidential information includes, but is not limited to, medical, personnel, or security records of individuals; proprietary knowledge about corporate anticipated material requirements or price actions; and proprietary knowledge of possible new sites for government operations or information about forthcoming programs or selection of contractors or subcontractors in advance of official announcements.
Providing preferential access to research results, materials or products generated from University teaching or research and scholarly activities to an outside entity for personal financial gain. (This would not preclude appropriate licensing arrangements for inventions, or consulting on the basis of sponsored project results where there is significant additional work or expertise involved.)
All potentially patentable inventions, including patentable software, created or discovered by faculty in the course of their University activities, or with more than incidental use of University resources, must be disclosed to the University on a timely basis. If intellectual property rights are to be claimed, ownership of these inventions is assigned to the University regardless of the source of funding. The inventor(s), acting collectively where there is more than one, are free to place their inventions in the public domain if they believe that would be in the best interest of technology transfer and if doing so is not in violation of the terms of any agreements that supported or are related to the work.
Institutional management of the commercialization of technologies developed using University resources guarantees that contractual obligations to sponsors are fulfilled. Stanford management of technology also reduces the potential for individual conflicts of interest, since the institutional managers of the assets do not have personal financial interests in the outcomes of licensing processes nor do they participate in making academic or future research decisions.
In this context, "invention" includes tangible research property. The term does not, however, include books, scholarly articles, musical and artistic works, and other forms of educational media, title to which remains with the creator. In accord with academic tradition, except to the extent required by the terms of funding agreements, Stanford does not claim ownership to pedagogical, scholarly, or artistic works, regardless of their form of expression. Such works may represent the personal or scholarly beliefs of the author. The protection of academic freedom of the faculty requires that the University not attempt, nor have the right, to control the content or distribution of such works. An additional consideration is that the University does not wish to accept liability for a faculty member's works that are individual forms of expression.
Ownership of computer software requires special consideration. Some forms of software are patentable, and thus are governed by Stanford policy on patentable inventions. Other forms of software are more like books in that they are digital expressions of scholarly, artistic, or educational works, in which case title rests with the creator. Rights to software that is not patentable rest with the individual faculty creator except in the following circumstances: the work is supported by a direct allocation of funds through the University for the pursuit of a specific project, is commissioned by the University, or is otherwise subject to contractual obligations. In addition, Stanford University resources are to be used solely for University purposes and not for personal gain or personal commercial advantage, nor for any other non-University purposes. Therefore, if the creator of a copyrightable work makes significant use of the services of University non-faculty employees or University resources to create the work, he or she shall disclose the work to the Office of Technology Licensing and assign title to the University. Ordinary use of desktop computers, University libraries and limited secretarial or administrative resources is not considered to be significant.
Title to software created jointly with students or other faculty shall be jointly owned by the creators. Title to software created jointly by faculty and University staff members will be jointly owned between the faculty creator and the University. Faculty must be aware, however, that the creation, upgrade, or maintenance of commercializable software, when done as part of a faculty member's University activities, can lead to the same types of conflicts of commitment and interest as patentable inventions. It is the responsibility of the faculty member to avoid such conflicts. One way of doing so is to voluntarily assign copyright and licensing authority to the University.
This policy is not intended to slow or restrict the transfer of technology, so if the University does not proceed in a timely manner (e.g., sixty days) to initiate patenting of a technology and/or licensing it, the ownership may be reassigned to the creator at his or her request if permitted by contractual obligations. In those cases where the sponsor requires the University to take title, the University may recommend to the sponsor that ownership be assigned to the inventor. When the University is successful in the licensing of a technology created by a faculty member, he or she will share in the royalties earned under the terms of the applicable University policy. Further development of the intellectual property is the responsibility of the licensee and must be pursued without use of University resources.
A faculty member must disclose personal financial interests (or those of his or her spouse/domestic partner or dependent children) to the University when the interest reasonably appears to be related to his or her institutional responsibilities.
Disclosure must be made when the faculty member (or his or her spouse/domestic partner or dependent children) has:
This information will be reviewed to determine whether a "significant financial interest" (SFI) exists. Criteria to be used to help define SFI include:
The faculty member's financial interest in the company/organization will be considered as reasonably appearing to be related to his or her research or other University responsibilities in circumstances such as when the company/organization:
When a “significant financial interest” (SFI) related to the faculty member's institutional responsibilities is identified, the circumstances will be evaluated further, as described below. In addition, faculty are strongly encouraged to disclose to the public any financial interests related to their institutional responsibilities whether or not these interests meet the SFI criteria in order to maximize transparency. Faculty receiving PHS awards must also disclose sponsored travel (see RPH 4.2 on agency requirements).
Faculty must complete training about COI according to University requirements.
When a faculty member makes a disclosure, the school dean, the cognizant dean for COI or the designated COI program administrator shall review the circumstances to determine whether it represents a significant financial interest (SFI) and reasonably appears to be related to one or more of the faculty member's institutional responsibilities. The circumstances will then be assessed to determine whether the SFI could have a direct and significant effect on the faculty member’s performance of these duties. If so, the SFI will be deemed a "financial conflict of interest (FCOI)" as defined by federal regulations and management options will be provided to the faculty member depending upon whether the conflict involves research/scholarship, teaching/education, administration or clinical care duties (see PHS and NSF Requirements Regarding Financial Disclosures and Agency Notifications (RPH 4.2), and the School of Medicine Industry Interactions Policy and Clinical Care Policy).
The faculty member may decide to discontinue the relationship or divest the financial interest that creates the conflict, or decide not to participate in the specific institutional activity that generates the conflict. In some circumstances, the conflict may be managed by requiring one or more of the following:
When the significant financial interest is related to research involving human subjects and is greater than $10,000, the situation will be considered a financial conflict of interest (FCOI) as defined by PHS regulation. In such cases, the investigator must provide compelling reasons, detailing his or her unique contribution to the study, in order to justify continued involvement. Without compelling reasons to maintain direct involvement or a plan that isolates the investigator from direct interaction with the human subjects, identified patient specimens or research data, the investigator will be required to reduce his or her financial interest below $10,000 or the work may not be done at Stanford or by the investigator at another location.
When conflicts of interest are related to gifts, faculty must follow University procedures to document the terms of all such gifts so that the exact nature of the exchange is spelled out. Gifts should not create a venue for privileged access to research results or an opportunity for promoting a company's product or products, or provide the company with preferential treatment. (See RPH 10.5, Establishment of Industrial Affiliates and Related Membership-Supported Programs, in regard to Industrial Affiliate programs.)
Conflicts of interest involving technology transfer, material transfer or collaborative agreements require review and approval by the Dean of Research.
On an annual basis and at any time when a situation that requires disclosure occurs, all faculty members must certify to their school deans their compliance with Stanford's policies related to conflict of commitment and conflict of interest. These reports are considered confidential and will be reviewed only by the school dean, or designated individuals such as an associate dean, the department chair, senior administrative staff, the Dean of Research, and University officials in Internal Audit and Office of General Counsel. Disclosures that are identified by the review as financial conflicts of interest related to PHS (NIH) funded research must be reported to the NIH and made available to the public (see PHS and NSF requirements regarding financial disclosures and agency notifications, RPH 4.2).
All faculty members must provide the information requested through the electronic "disclosure and certification form" at http://opacs.stanford.edu. Individual schools of the University may request additional information as needed to evaluate conflicts of interest in their fields and disciplines.
In addition, faculty members must disclose to their school situations that may raise questions of conflict of commitment or interest, as soon as such situations become known to the faculty member and as required at the time of a particular transaction, such as submission of grants or human subjects research protocols, receipt of gifts, technology licensing and materials transfer agreements.
Each school dean is responsible for the timely collection and review of annual certifications related to conflicts of commitment and conflicts of interest, as well as of new disclosures that occur during the year, and (in consultation with the Dean of Research office) for the management of conflicts of interest that arise. The review process in each school may be assigned to a faculty senior associate dean and designated COI administrators. The school dean or the Dean of Research may convene a committee to advise him or her in the evaluation and options for management of conflicts of interest. The committee may include other members of the faculty and/or individuals not otherwise affiliated with Stanford who have no vested interests in the outcome of the proposed arrangements Individual schools may have more, but not less, restrictive internal policies than those set forth by the University. School deans will file their own annual disclosures and certifications of compliance with the Dean of Research.
The Dean of Research is the University officer responsible for interpreting and overseeing implementation of and compliance with this policy. He or she is responsible for reviewing and approving each school's mechanisms for implementing this policy, for consulting with school deans to determine appropriate strategies for managing conflict situations, and for reporting annually to the Committee on Research on the effectiveness of the policy throughout the University. In addition, the Dean of Research shall adjudicate situations in which faculty wish to appeal a decision of a school dean. The Dean of Research shall work with school deans to ensure that this policy is implemented with consistency across the University.
Should a faculty member wish to appeal a decision made by the Dean of Research, he or she may present the appeal to the Provost, who will consider the case in consultation with the Advisory Board of the Academic Council.