Involvement With Commercial Enterprise, Deeper Than Consulting A. Introduction

There are times when a University employee's involvement with commercial enterprise may exceed the usual consulting relationships developed as a part of normal duties or in professional affiliations, and thus may not be covered by the Outside Professional Work Policy or by the University's Patent, Invention, and Copyright Policy. The likelihood of such involvement has increased as the potential to develop commercial enterprises to market university research-based technology has increased. The University recognizes that such involvement can be and has been of significant benefit to the University, the employee, the commercial entity, and the general public, and encourages appropriate technology transfer.

Involvement with commercial enterprise also offers the potential for conflicts of interest and commitment, for inhibition of free exchange of information, and for interference with the employee's primary allegiance to the University and its teaching, research, and public service missions. However, such involvement may also enhance both the individual employee's and the institution's commitment to their shared missions. This commitment on the part of an employee is an essential element of the institutional ethos of the modern research university and is complemented by a recognition on the part of the University that any rewards that may accrue to the University as a result of an employee's research efforts should be shared with the employee. Complementary essential elements of the University's commitment to encouraging appropriate technology transfer are the protection of the University's integrity and primary goals of education and open inquiry, and the management of potential conflicts of interest. Careful attention to avoiding such conflicts ultimately serves the interests of both the employee and the University. Toward this end, this section prescribes a disclosure and approval process for involvements with commercial enterprise deeper than usual professional affiliations or outside consulting.

The policy recognizes the need for flexibility and the difficulty of anticipating all situations that may arise by leaving discretion to an employee's supervisor to interpret the policy and evaluate the activity proposed in the context of the unit in question.

As used in this section, the word "supervisor" means:

1. Chair and dean for faculty;

2. Director of the Libraries for librarians;

3. Dean for chair;

4. President for dean, director of University Libraries; vice president, and provost;

5. Unit head (chair and dean, director of University Libraries; vice president, provost, or president) for staff.

The dean's and President's responsibilities as supervisors may be delegated to the chair and Provost, respectively, except for approval of activities of the chair and Provost, respectively.

B. Intellectual Property

Intellectual property in which the University may have an ownership interest may not be transferred by University employees while engaged in outside consulting.

研發成果推廣實務人才國外培訓成果發表會 學術機關利益衝突之迴避與處理

Intellectual property must be disclosed to the University pursuant to the University Patent, Invention, and Copyright Policy (Handbook, Volume Four, Part V, Chapter 7).

Clauses in consulting agreements (including, but not limited to, clauses on

confidentiality and ownership/transfer of intellectual property) must be consistent with the policy of the University and with University commitments under sponsored

research agreements and shall be submitted for prior review by the employee when requesting permission to engage in outside consulting.

C. Deeper Involvement Review

1. The University has the responsibility to evaluate carefully the benefits and costs of its employee's deeper involvement with commercial enterprise. All employees, must disclose to their supervisors involvements with such enterprise where there is potential for conflict of interest, commitment, or allegiance with their University position. The following activities trigger a more in-depth review:

a. Extensive consulting with a for-profit business venture, with a start-up company, with a company in a developmental phase, or with prospective investors in any of these;

b. Ownership of substantial equity in a commercial enterprise that carries on activities closely related to the employee's area of academic work;

c. Holding of a line management position in a commercial enterprise;

d. Participation in the day-to-day operations of a commercial enterprise; or e. Assumption of a key, continuing role in the scientific and technical effort of a commercial enterprise.

2. Requests for approval of such deeper involvement with commercial enterprise shall disclose fully to the supervisor the following aspects of the affiliation:

a. Nature of the relationship;

b. Short and long-term commitment of time and effort;

c. Financial aspects, including the extent of compensation, equity, and indirect and/or potential economic value;

d. Expected benefit to the enterprise; and

e. Expected benefit to the employee and to the University.

3. Supervisors should consider the following major issues when evaluating such requests from employees:

a. There should be prospective benefits to the employee and the University, especially in the context of teaching, research, and public service.

b. The relationship should not interfere with the employee's primary obligation to his or her University appointment, nor should it undermine the morale or academic integrity of the University. There should be no conflict of interest as defined in University rules and state law.

c. The faculty, librarians, and academic personnel members' total average time commitment over a quarter to outside consulting and deeper involvement with commercial enterprise than consulting should not exceed the limit specified in Section 2 of this Chapter, that is, one day per seven-day week.

d. There must be no anticipated distortion of academic programs or student

研發成果推廣實務人才國外培訓成果發表會 學術機關利益衝突之迴避與處理

direction. Special attention must be given to protecting the intellectual property of students.

e. There must be free access to the results of all research conducted at the University, as described in Volume Four, Part II, Chapter 1.

f. Holding of a line management position, participation in day-to-day operations within a commercial enterprise, or assumption of a key, continuing role in the scientific and technical efforts of a commercial enterprise should not be

approved for full-time faculty, librarians, or other academic personnel. The only condition under which the employee might normally remain at the University while carrying out such activities is if his or her appointment is reduced by a fraction consistent with the level of activities. Even in such circumstances, however, the employee's ethical obligations to the University and

responsibilities under the University policies remain undiminished.

4. Where an employee, whether full-time or less than full-time, desires to utilize the expertise and/or technology he or she has developed and to assist a

business venture (i.e., corporation, partnership, or other commercial enterprise) in the commercialization of an idea, the employee and his/her supervisor

should first seek the early assistance and counsel of the Office of Technology Transfer to aid the employee in distinguishing those things which may be freely shared (e.g., "general expertise") from those the sharing of which may be restricted (e.g., "technology" or other "intellectual property"). The Office of Technology Transfer can provide important guidance and advice with respect to commercial potential, professional services, and protection of an employee's interests.

5. In considering requests for approval of involvement by chairpersons, the dean should consult with representatives within the department to ensure that the request is consistent with departmental goals.

6. The supervisor must consult with the Office of the Attorney General regarding ethics law compliance prior to approving deeper involvements.

7. The information disclosed by the employee and a record of the supervisor's action on the employee's request shall be retained by the University.

Confidential information will not be released by the University to other parties except as required under state laws or federal regulations.

8. Employees on leave without pay or during unpaid summer months continue to represent the University of Washington in the eyes of the public. During these times, therefore, employees are still required to request approval from their supervisor for involvement with commercial enterprises deeper than

consulting.

D. Exceptions

The following activities are exempt from the provisions of this Section unless they represent a potential conflict of interest, commitment, or allegiance with the employee's University position:

1. De minimis stock holdings;

2. Ownership of or equity in a corporation used solely for the employee's consulting activities reported under Section 2 of this Chapter; and

3. Uncompensated service on boards of directors of nonprofit corporations.

研發成果推廣實務人才國外培訓成果發表會 學術機關利益衝突之迴避與處理

E. Appeals

For faculty, see University Handbook, Volume Two, Chapter 28 Adjudicative Proceedings for the Resolution of Differences. For staff, see appropriate rule in Operations Manual. For librarians, see Libraries General Order 102.

F. Annual Review

1. Each employee who has received approval for deeper involvement with commercial enterprise than consulting during the preceding year shall submit to the supervisor a summary of activities undertaken to the supervisor by November 15, with a copy to the Provost.

2. The annual summary reporting and review of involvements with commercial enterprise deeper than consulting may be combined with that prescribed for outside consulting activities. The University of Washington has developed Form UoW 1461, Summary of Outside Professional Services, to facilitate this reporting.

Executive Order No. 57 of the President, May 1, 1985; revised September 21, 1992 and February 27, 1998

Section 7. Policy Governing Acceptance of Honoraria