From time to time, the University enters into agreements with various independent entities that may result in an ongoing business or academic relationship with the University. For example, entities with current relationships include Howard Hughes Medical Institute, Stanford Bookstore, Inc., and Stanford Federal Credit Union.
Although these types of entities remain independent from the University, nonetheless, the nature of the relationships makes it desirable to outline how the relationships might be structured. This Guide Memo also provides guidance to University officers, faculty and staff concerning issues that might arise and that need to be addressed prior to entering into such third party agreements.
a. Potential Issues
The agreement between the University and the other entity should make adequate provision for issues that may be called into play by the nature of the proposed relationship. Such issues might include the following:
b. Definition of Relationship
The agreement should provide a clear definition of the nature of the relationship and of any responsibilities or obligations undertaken by the parties. The agreement should also address appropriate limitations on those responsibilities or obligations in both time and scope; the defense and indemnification of the University in the event of suit or other adverse action; the need for the University to be named as an additional insured on policies of insurance; the right of the University to review financial records of the entity, where appropriate in light of the relationship; and a date for termination or reevaluation of the agreement and relationship.
c. Form of Agreement
A detailed contract will not always be necessary; often a well-drafted business letter agreement may suffice. Whatever form the agreement takes, the other parties need to understand that the University does not seek to intrude inappropriately into the internal affairs of the other parties and in no way is taking on responsibility for their actions—except as to specified actions (if any) for specific reasons that are relevant to the relationship and are clearly delineated in the agreement.
Land, Buildings and Real Estate (LBRE)/Real Estate department must receive a copy of any lease agreement made with third parties, for consideration of property tax or property tax exemption issues.
a. Delegated Authority
The appropriate office or offices for reviewing and/or approving an agreement will depend upon the areas in which the proposed relationship arises. In this regard, please refer to the relevant resolutions and memoranda concerning delegations of authority by the University President, Vice Presidents and other senior officers. For more information concerning such delegations, contact the Office of the Secretary of the Board of Trustees.
b. Cognizant Offices
The following are examples of elements that may be present or contemplated and the corresponding office that needs to be consulted and whose approval generally will be required in connection with that element:
Element | Office |
---|---|
Use of buildings or other facilities on Stanford academic land
|
Land, Buildings and Real Estate (LBRE)/University Architect/Campus Planning and Design (UA/CPD)
|
Use of buildings or other facilities on
Stanford non-academic land
|
LBRE/Real Estate department |
Application for appropriate property tax exemption in connection with any on-campus or off-campus lease
|
LBRE/Real Estate department |
Use of Stanford's accounting or payroll systems
|
Controller's Office |
Use of Stanford's benefits programs | Benefits Department |
Reliance on Stanford's insurance or self-insurance | Office of Risk Management |
Use of Stanford's networks or computing resources
|
Executive Director of IT Services |
Use of Stanford's purchasing services | Purchasing Department |
Use of Stanford University Medical Center services or facilities
|
The Dean of the School of Medicine, the Chief Executive Officer of Stanford Health Care or the Chief Executive Officer of Lucile Salter Packard Children’s Hospital (for activities involving their respective organizations)
|
Use of the Stanford name, marks or tax identification number
|
The Provost (for activities involving teaching or research), the Dean of the School of Medicine (for matters involving any medical activities at the School of Medicine), the Chief Executive Officer of Stanford Health Care (for matters involving any medical activities at Stanford Health Care), the Chief Executive Officer of Lucile Salter Packard Children’s Hospital (for matters involving any medical activities at Lucile Salter Packard Children’s Hospital), the Director of Business Development (for matters involving use of Stanford tradenames or products or services offered for sale to the general public) and the Vice President for Business Affairs and Chief Financial Officer (in all other situations)
|
Personnel Appointments (of the entity's personnel to Stanford's faculty or staff, or of Stanford personnel to the staff or governing body of the entity)
|
The Provost (for activities involving teaching or research), the Dean of the School of Medicine (for matters involving medical activities), and the Vice President for Business Affairs and Chief Financial Officer (in all other situations)
|
Toxic or Hazardous Materials | Office of Environmental Health and Safety |
Campus Sales (by Outside vendors) | The Director of Business Development |
Income to Stanford | Controller's Office |
Licensing of Technology | Office of Technology Licensing |
c. Guidance on Legal or Liability Issues
As a general proposition, if the arrangement presents novel legal issues, or if the Stanford entities involved in the relationship would like general legal guidance, the Office of the General Counsel should also be consulted. Similarly, the Risk Management Department should be consulted on proposed relationships that raise risk or liability concerns, or whenever Stanford personnel expect their activities (whether on-site or off-site) to be covered by the University's policies of insurance and self-insurance.
The following situations or types of agreements are not covered by this Guide Memo:
Additional guidance on issues raised in this Guide Memo may be found in the following sources:
Guide Memo 1.5.2: Staff Policy on Conflict of Commitment and Interest
Research Policy Handbook Document 4.1: Faculty Policy on Conflict of Commitment and Interest
Guide Memo 1.5.3: Unrelated Business Activities
Guide Memo 8.2.1: University Events
Guide Memo 8.2.2: Conferences