This policy is applicable to all members of the Stanford faculty (Academic Council and Medical Center Line) including faculty members serving as University officers. (See the Stanford Faculty Handbook for policies governing those with adjunct, visiting and acting faculty appointments and the School of Medicine Faculty Handbook, Chapter 8, Section 8.6.C, for policies governing Clinician Educators.)

The purpose of the policy on consulting and related activities is to state with both clarity and generality the limits on such activities and the reasons for those limits. Consulting and other outside professional activities can provide an important means of continuing education for the faculty and can provide them with a currency and experience in aspects of their professional fields outside the context of the University itself. These activities can also provide a mechanism for transfer of knowledge from the University to the public good. Though such attributes of consulting may make faculty better scholars and teachers, the employer-employee nature of the consulting process has in it the potential for diversion of faculty from their primary activities and responsibilities. Therefore, the basic principle of this policy statement is that there needs to be a limitation upon the time that a Stanford faculty member may spend in consulting. The limits set forth below are intended to strike a fair balance between consulting and regular faculty duties within the University and serve to safeguard the interests of both parties.

Though comprehensive, the policy cannot deal unambiguously with every instance of consulting or other outside professional activities. In cases of doubt, the primary guide should be the intention to promote the interests of the University as a place of education, learning, and research. Whenever uncertainty exists, it is the faculty member’s obligation to obtain prior consent from the appropriate University officer.

See also the summary below Attachment A: Faculty Consulting Policies, distributed by the University Provost September 7, 2010, and the document “Stanford University Requirements for Faculty Consulting Activities and Agreements.”

In general, consulting is defined as professional activity related to the person's field or discipline, where a fee-for-service or equivalent relationship with a third party exists.

There are many types of consulting relationships and fee arrangements, and the precise form entered into may vary. The principle is that, in consulting, a person agrees to use his or her professional capabilities to further the agenda of a third party, in return for an immediate or prospective gain. Activities or titles that constitute or imply managerial or supervisory responsibility are not permitted under Faculty Conflict of Commitment and Interest policy, and are not allowable as consulting relations. Titles such as CEO, Director, Scientific Officer, or Vice President, etc., are designations generally assigned to people with line management responsibilities. Faculty must avoid titles that include terms such as executive, officer, director, manager, or chief as they imply or indicate management responsibilities and create real or perceived conflicts of commitment. Situations arise in which a Stanford faculty member is chosen to serve on a Board of Directors of a company, or on a company's advisory council or scientific advisory board. These appointments and titles are different from managerial roles and titles, and are permitted as consulting relationships.

Several types of faculty activity, other than regular University duty, are not “consulting.” These are:

Consulting is permitted provided the faculty member's full-time obligation to the University is met. The maximum number of consulting days permissible for a member of the Academic Council or the Medical Center Line Faculty on a full-time appointment is 13 days per academic quarter. This limit is based on a judgment about incentives and is aimed at furthering Stanford's teaching and research objectives; it is not derived from accounting principles. University holidays are included in each 13-week academic quarter from which the 13-day consultation limit is derived. A limited amount of “averaging” of consulting time among full-time quarters is permissible if, on occasion, a faculty member plans to consult for more than 13 days in one quarter but no more than 39 days for three academic quarters (the Guidelines for Policy Implementation, below, deal with averaging in more detail). Thirteen days of consulting per quarter, or 52 days for four quarters of active duty, is intended to be a liberal allocation, yet one that is fair to the University. In addition to this general policy on consulting, University policies exist or may be instituted in individual schools or academic units, e.g., those currently applying to full-time faculty members in clinical departments of the Medical School.

The responsibility for adhering to the limit on consulting days, and other aspects of Stanford's consulting policy, lies first with the individual faculty member. Faculty members should resolve any questions and/or ambiguities with their department chairperson or dean before the fact, so that the University community is not injured by their actions. The University has the right, and indeed the obligation, to protect itself from losses due to excess consulting and to seek reimbursement from the faculty member for salary and benefits covering time spent on consulting beyond the limits provided for by this policy, especially in cases where amounts are significant and the faculty member did not seek prior consultation or follow the advice given by his or her department chairperson or dean. Faculty members have an obligation to report fully the level (i.e., number of days) of their consulting activities when asked to do so by the University so that it may be determined whether the principles set forth herein are being adhered to.

Furthermore, faculty must disclose their financial interests in outside entities that are related to their institutional responsibilities for research/scholarship, teaching/education, administration or clinical care as required by the Faculty Policy on Conflict of Commitment and Interest in RPH.

NOTE: Faculty entering into a consulting or non-disclosure agreement with a commercial entity must provide to that entity a copy of the attached summary of "

Print Attachment A to RPH 4.3

Attachment A: Consulting and Other Outside Professional Activities by Members of the Academic Council and Medical Center Line Faculty

Date: Promulgated by the University Provost, September 7, 2010

Dear Colleagues,

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 Stanford’s 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.

Consulting:

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 and your university obligations related to inventions and other intellectual property . The School of Medicine also prohibits consulting that is solely or primarily for commercial marketing purposes. 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.

Non-Disclosure Agreements:

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. 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 information.)

Some CDAs or NDAs presented to faculty for signing may contain intellectual property provisions impacting Stanford’s rights in patents, copyrights, or patentable technology or copyrightable works. Faculty may not sign any agreement that could affect Stanford’s or other Stanford researchers’ 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 Stanford’s policies will be available for downloading on the Research Policy Handbook website, the Office of Technology Licensing, and from your school dean’s office.

Please contact your school dean’s 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 related to your Stanford work.