Attachment A to Research Policy Handbook 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
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 Stanfordís 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 (http://rph.stanford.edu/Chpt4.html) and your university obligations related to inventions and other intellectual property (http://rph.stanford.edu/5-1.html). The School of Medicine also prohibits consulting that is solely or primarily for commercial marketing purposes (http://med.stanford.edu/coi/siip/policy.html). 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; http://rph.stanford.edu/2-6.html). 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 resource page on this topic.)
Some CDAs or NDAs presented to faculty for signing may contain intellectual property provisions impacting Stanfordís rights in patents, copyrights, or patentable technology or copyrightable works. Faculty may not sign any agreement that could affect Stanfordís or other Stanford researchersí 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 Stanfordís policies will be available for downloading on the Research Policy Handbook website (http://rph.stanford.edu), the Office of Technology Licensing website (http://otl.stanford.edu), and from your school deanís office. Please contact your school deanís 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.