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Managing Dual Roles - University Employee and Startup Founder

Aligning your UW role with your startup founder role

Roles can become confusing, and conflicts of interest may arise when moving your technology forward. It’s important to be mindful of these dual roles as you navigate your many responsibilities. This is an excellent time to have an initial conversation with the Office of Research to discuss your project and seek additional guidance.

Outside work approvals and Significant Financial Interest (SFI) disclosures

To enjoy the research employee safe harbor in the State Ethics Act, you will need to have your outside work approved.  This includes submitting:

SFI Disclosures done under Grant Information Memorandum (GIM) 10 may result in the identification of Financial Conflicts of interest (FCoI), management plans for these conflicts create additional safe harbor opportunities under the State Ethics Act.

Disclose outside interests and conflicts of interests when disseminating research (ex: publications, collaborators, and supervised students)

You are required to make appropriate disclosures of any financial interest related to UW research involving your technology. This applies to all researchers at the University with whom you are collaborating on related research.

Suppose you serve on an academic supervisory committee of students involved with research related to the technology. In that case, you will be expected to notify the other members of those students’ academic supervisory committees. This entails an appropriate written notice and description of your financial relationship with your startup.

Public dissemination of research transfers

All transfers of non-public UW research results, confidential information, or intellectual property to your startup must be through licensing, or other agreements such as confidentiality agreements. These channels are negotiated through CoMotion or the Office of Sponsored Programs.

Intellectual property, in this context, may include engineering drawings, software, training materials, user manuals, databases, inventions, lab notebooks, videos, etc. Any information developed at the UW, including conceptual information, must be disclosed to CoMotion prior to disclosure to your startup (unless it is already published and available to any third party).

In addition, review of SFI and conflict management plans are required prior to CoMotion signing a license. For this you will be asked to submit information in the UW Financial Interest Disclosure System “FIDS”.

Don’t be surprised when you are asked to submit this same information in FIDS as it relates to your research proposals and unsponsored IRB activities. The association of SFI with research grants and licensing agreements is a similar process – and both are required to move forward with their respective activities.

Note: Approval for a leave of absence through your department and school is a separate process from approval for outside work.

The outside work approval process includes a patent assignment, which covers only inventions created within the scope of your UW employment. This helps us protect university research projects given the intellectual property assignment language in most outside consulting or employment contracts is very broad and can inadvertently cover UW work.

We recommend the inclusion of the following paragraph in your outside work agreements to ensure they are aligned with your UW work:

“Company acknowledges that Consultant is employed by the University of Washington (“UW”) as a member of its faculty and as a result has certain pre-existing obligations to UW, including obligations with respect to disclosure and ownership of intellectual property and obligations arising from sponsored research agreements between UW and third parties. Accordingly, Company and Consultant agree that to the extent this consulting agreement is inconsistent with any of Consultant’s obligations to UW, including the reporting of all inventions developed during the period Consultant is employed by UW (regardless of where arising). Including contractual obligations arising under any sponsored research agreements between UW and third parties, then Consultant’s obligations to UW shall prevail. To such extent, any inconsistent provisions of this consulting agreement shall be deemed inapplicable and unenforceable. In performing this consulting agreement, Company and Consultant agree that Consultant shall not disclose or make any unauthorized use of any trade secrets or other confidential or proprietary information or in any way be authorized to convey any interest in any intellectual property developed or acquired as a result of consultant’s employment by UW. Company and Consultant agree that this provision is being made for the benefit of and may be enforced by UW.”

Clinical trial research involving your technology

Prior review and approval by Office of Research is required for you to participate in

  1. A clinical trial involving technology in which you have any intellectual property interest
  2. A clinical trial involving technology licensed by the University if you have a substantial equity interest in that license

Startup and technology negotiations

You are required to recuse yourself from all negotiations with UW related to your startup or technology. In addition, you may not participate in the negotiation of any University agreements related to research involving the technology, your company, or any direct competitors of the company, including the licensing of intellectual property rights arising from any such work.

You should also recuse yourself from managing any outside contracts with UW. You may not have primary responsibility for administering any agreement between the University and the company or a direct competitor of the company.

Finally, as a UW employee, you may not be the signatory on any intellectual property or confidentiality agreements between UW and your startup, even if you are the CEO or president.

Ensure your outside work does not overlap with your work at UW

No services you perform during outside consulting work for your startup may duplicate work you perform while participating in research. In addition, any services you provide as part of your outside consulting must be consistent with your University obligations.

You and those working with you in any University facility must take reasonable steps to ensure that no University facilities or resources are used for private business activities, except as acceptable under APS 47.2 Personal Use of Facilities, Computers, and Equipment by University Employees, or as specified under terms of official agreements between the University and your startup.