Wayne State University Consulting Agreements Between University Faculty and Companies

Guidelines and Principles

Consulting by University faculty can provide significant benefits to the faculty, the University and industry provided the activity is undertaken with care and attention to the consultant’s existing commitments to the University and his or her obligation to follow University policies and procedures.   Here are some suggested guidelines.

  1. Companies which enter into private consulting agreements with University faculty should be aware of the policies and procedures which govern such arrangements
  2. Consulting is a private matter so the consultant should seek independent legal advice, not rely on University attorneys or administrators to guide him or her in deciding whether to enter into a consulting relationship
  3. Consultant is responsible for making sure the activity does not conflict with conflict of interest, conflict of commitment and other relevant policies of the university
  4. There should be no use of University resources, other than those generally and freely available to the public, in the performance of the consulting responsibilities including use of funds, personnel, equipment or facilities
  5. Consulting arrangements must not be used to conduct what is essentially sponsored research
  6. Consulting activities must not result in the transfer of University intellectual property assets into the client company, i.e., the default is that inventions are the University’s and the consulting agreement should clearly distinguish instances where inventions are owned by the company
  7. In certain circumstances, in order to manage potential conflicts of interest, inventions made by the consultant should be owned by the University and made available to the client company via a licensing agreement

An example, from the point of view of a University administrator, of an ideal consulting arrangement is this:   the consultant is a tenured professor who retains an independent attorney to review the proposed consulting agreement which clearly identifies the subject matter of the project; the consultant spends no more than one day per week working for the company; the consultant performs the work at the company, using only his or her expertise; the consulting field is narrowly defined and the consulting services are clearly distinguishable from his or her academic research and duties and the consultant, therefore, can separate the work he/she is doing for each organization; and the consultant follows all applicable University policies and procedures relating to the outside activity, including submitting any required report to the appropriate University officials.   Ideally, the client company retains no rights to inventions but in practice, this is difficult to negotiate.  The consulting relationship does not restrict the consultant’s future research at the University.