Consulting agreements (including scientific advisory board memberships) between employees and any for profit company are allowed, subject to the requirements of the Handbook of Operating Procedures (HOP), Section 10.1.8, “Conflict of Commitment (Faculty and A&P Staff)" as well as other Health Science Center policies such as the requirement for approval of any outside employment. Individual Schools may have additional restrictions.
Consulting agreements (including scientific advisory board memberships) between an employee and a start-up** in which he or she holds equity or has a Board seat should receive prior review and approval from the Vice President for Research or designee, who may recommend restrictions on the proposed agreement. Consulting arrangements are also subject to the requirements of the HOP, Section 10.1.8, “Conflict of Commitment (Faculty and A&P Staff)”.
Employees must not sign consulting agreements (or agreements of any type for outside employment) without prior administrative approval as evidenced by a signed “Request for Approval of Outside Employment, Consultation, or Related Activities.”
Consulting agreements with outside companies are personal agreements, signed in the employees individual capacity and not as an employee of the Health Science Center. Faculty members have no authority to alter UT System or Health Science Center rules and policies through the terms of their consulting agreements. Therefore, it is the employee's responsibility to advise companies with which they consult that their consulting agreements are not binding on the Health Science Center or the UT System. Further, it is the employee’s responsibility to inform any company with which he or she consults of his or her obligations as an employee of the Health Science Center and the State of Texas.
Many consulting agreements provide that any new inventions or ideas related to the scope of consulting will be assigned to the company retaining the individual as a consultant. Under the UT System Regents’ Rules and Regulations, however, rights to inventions or ideas within the scope of an employee’s responsibilities to Health Science Center, or that are developed using Health Science Center facilities or funding, will be owned by Health Science Center irrespective of the terms included in any consulting agreement. Consequently, employees are responsible for ensuring that no Health Science Center facilities or resources are used in any way in the performance of outside employment, and that the subject matter of any inventions to be assigned to the company under any agreement is not within the scope of the individual’s responsibilities to Health Science Center.
To ensure employees’ compliance with Health Science Center and UT System policies and guidelines, it is strongly recommended that the language of any consulting agreement be modified to include the following paragraph: “The Company [insert name of company] acknowledges that Consultant is a full-time employee of The University of Texas Health Science Center at San Antonio (and as such, an employee of the State of Texas), and is subject to its policies, including policies concerning consulting, conflicts of interest, and intellectual property. If there is a conflict between Consultant’s obligations under the Health Science Center policies and any of Consultant’s obligations to [insert name of company] under this Agreement, Consultant’s obligations under Health Science Center policies take priority over any obligations the Consultant may have to [insert name of company] by reason of this Agreement. [insert name of company] specifically recognizes that, under the University of Texas System’s policy on intellectual property (http://www.utsystem.edu/bor/rules.htm), Consultant has an obligation to assign to the Health Science Center all intellectual property that is related to Consultant’s employment responsibilities to the Health Science Center.”
While inclusion of the above paragraph is not mandatory, failure to include this paragraph in a consulting agreement may mean the agreement is not in compliance with Health Science Center and UT System policies and guidelines, which potentially could subject the employee to disciplinary action. Further, failure to include the paragraph could potentially subject the employee to personal liability to the company involved and/or to the Health Science Center itself.
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** A relatively newly formed, privately held, for profit company that is generally based on intellectual property developed at the Health Science Center.