In the end, our advice is old-fashioned, obvious, but often ignored: you shouldn`t sign a contract without understanding what you`re signing and getting answers to all your questions. You should have the help of a professional advisor, especially if you are considering advice for the first time or if there are significant, atypical financial or legal problems related to a particular agreement. Whatever your experience, know what you`re signing and what the possible impact is on your life before the pen is in your hand. Klees is a general counsel to the University of Virginia Investment Management Company and a professor at the University of Virginia School of Law. Horvitz is a researcher at the Howard Hughes Medical Institute (HHMI) and David H. Koch is a professor of biology at the Massachusetts Institute of Technology (MIT). From 1995 to 2008, Klees was part of the legal team that, on behalf of HHMI, reviewed and commented on investigators` consulting contracts and prepared and interpreted advisory guidelines on behalf of HHMI. Horvitz has been a biomedical consultant since 1986, has co-founded five biotech companies and advised 11 biotech companies, a large pharmaceutical company and a venture capital firm. In 2002, he was awarded the Nobel Prize in Physiology or Medicine.
4. Rights and data. The consulting contract should look at the use of the advisor`s work. Some agreements allow the client to make full use of the physical product provided by the consultant and may not include a transfer of copyright assuming that the consultant wishes to retain the copyright. Clauses such as those contained in information file C5-84, Sample Consulting Agreement, contain a transfer of copyright. The best position for the client is to own not only the material documents prepared by the consultant, but also the copyright on these documents. However, the advisor may ask for much more compensation to assign this right, making it impractical. However, it is very important that the parties clearly understand their respective rights, not only with regard to physical documents, but also copyrights. One of us, Edward Klees, was for over 13 years a member of a legal team that audited faculty consulting agreements for the Howard Hughes Medical Institute. The other – academic scientist (and Nobel laureate) H. Robert Horvitz – has been working in companies for more than 25 years. We have both observed that a professor`s approach to a business relationship is often very different from that of professionals whose roots are in the corporate world.
For example, we have seen that academics experienced in economics have not understood the possible consequences of the legally binding terms of a consulting contract. We observed that professors who start businesses do not understand the need to carefully consider the complex legal agreements they enter into when they begin this new experiment. Indeed, we know some academics who do not even read the treaties they sign and others who read them, but sign them, without mentioning errors, omissions and other concerns. Both types of relationships with the commercial sector – advice and business creation – require careful attention for legal affairs. . . .