Consulting Agreements - Provisions and Guidelines
Any service or consulting agreement with an outside entity should be governed by a written agreement. The University of Pennsylvania and Perelman School of Medicine are not legal parties to private agreements and will not sign agreements between faculty or staff members and outside entities. It is strongly recommend that you retain a lawyer to review the agreement to protect your best interests.
Provisions
The agreement and your service under the agreement must comply with the policies of The Perelman School of Medicine. Click here to review these policies.
Also, the Perelman School of Medicine's Standard Provisions, which encompass all relevant University and School policies with respect to outside services, must be incorporated within your agreement or attached as an addendum. Click here to obtain a copy of these provisions.
Essential provisions to include in your Consulting Agreement are:
- Services:
Your services should be clearly defined and should not involve participation in clinical trials or patient care activities. Services should not involve visitations from companies to any Penn facilities. Also, you should not be asked to participate in any activity that could reasonably constitute endorsement, promotion, or marketing of any product, technology or service. - Confidential Information:
You should not be asked to disclose any confidential information that is proprietary to Penn, including providing early or exclusive access to Penn research or disclosing inventions. - Non-Competition Clause:
Nothing in the agreement should in any way inhibit your ability to conduct research and other academic activities at, through, or on behalf of Penn. Make sure that the non-competition clause does not limit your ability to work with other entities and/or companies in your field of research. - Ownership of Intellectual Property:
Confirm that the company will only have rights to any intellectual property that is developed by you alone or in collaboration with others as a sole and direct result of the performance of services under the Consulting Agreement. The company shall have no rights under the agreement to any intellectual property that is developed as a result of a program financed in whole or in part by funds provided by or under the control of Penn. - Publications/Use of Name:
The company should not use the name, logos and likeness of Penn in any of their publicity materials. Also, you should not consent to having your image or name used for purposes other than education and training.
Guidelines
In addition to the standard and essential provisions, there are specific guidelines which should be followed based upon the type of services you will be providing.