The University of Arizona

Consulting Agreements: FAQs

Report Misconduct

University Ethics and Compliance Hotline:

866-364-1908

The information on this page is intended as a resource for University employees who are considering entering into consulting arrangements with outside (i.e., non-University of Arizona) entities.

As a general matter, the University of Arizona does not provide direct advice or assistance to employees who seek to engage in consulting arrangements. Employees should obtain their own private legal advice for review of consulting agreements and other related matters. Since consulting is a private activity, you will not be considered a University of Arizona employee when providing consulting services, and the University of Arizona will not indemnify you or provide you any legal defense if you are sued and/or found liable as a result of your consulting activities.

Please see the FAQs below for additional information and resources.

What University Policies might be relevant to my consulting activities?

Even though the University cannot help me with, or participate in negotiating, my Consulting Agreement, are there any resources the University does provide?

Do I need an attorney to negotiate the Consulting Agreement?

Are there any disclosures or University forms that I need to complete prior to entering into a consulting agreement?

What risks might arise from the University’s perspective from my outside consulting relationship and how can I best avoid them?

Where should I go if I have questions about the application of any University policy to my specific situation, or need help reviewing a consulting agreement?

 

 

 

What University Policies might be relevant to my consulting activities?

The University of Arizona permits employees to engage in outside consulting within the parameters set forth in the University’s and the Arizona Board of Regents’ policies, including but not limited to the following:

 

Even though the University cannot help me with, or participate in negotiating, my Consulting Agreement, are there any resources the University does provide?

Yes.  The University has created a “Consulting Agreement Addendum” that you may use as an addendum to any consulting agreement you sign or as guidance on common issues that may arise in a consulting arrangement that may relate to your university employment.  This Addendum is not legal advice or a substitute for legal advice from your attorney. The Consulting Agreement Addendum may be downloaded.

 

Do I need an attorney to negotiate the Consulting Agreement?

You should carefully review the agreement and consult your own attorney as desired. Generally, consulting agreements are very negotiable; companies are eager to enter into consulting agreements with you because of your expertise and reputation. Please note that consulting arrangements may also raise personal issues requiring the attention of your own attorney, such as tax and stock ownership issues, covenants not to compete, or other issues. Accepting a company template without discussion or additional review may be problematic. 

Since consulting is a private activity, you will not be considered a University of Arizona employee when providing consulting services, and the University of Arizona will not indemnify you or provide you any legal defense if you are sued and/or found liable as a result of your consulting activities.

 

Are there any disclosures or University forms that I need to complete prior to entering into a consulting agreement?

Yes. You must:

 

What risks might arise from the University’s perspective from my outside consulting relationship and how can I best avoid them?

When you conduct consulting activities while also acting as a University of Arizona employee, there are risks associated with the possible overlap between the two activities. 

For example, if you conduct research as part of your consulting activities that overlaps with (or is related to) the scope of your research activities at the University, a conflict of interest may arise.  In order to help manage or mitigate the potential for such conflicts, you must disclose the outside consulting activity through the Conflict of Interest Disclosure system.  The COI Program, together with the faculty-based Institutional Review Committee, will then review your outside interest against your University research activities to assess whether there is a financial conflict of interest and, if so, whether and how it might be managed.

In addition, where there are overlapping research activities, there may be a risk that intellectual property created in your role as a University employee (and thus owned by the Arizona Board of Regents) may be inadvertently disclosed to, or have its ownership inappropriately attributed to, the entity for which you consult. If you have questions or concerns regarding intellectual property, please contact Tech Launch Arizona.

Moreover, where you are responsible for advising students or overseeing their research, confusion may arise where a student is not clear about which entity their research or other activities are being performed for.  Relatedly, there is also a risk that a student may feel a degree of coercion (whether or not justified) to perform work that could benefit an outside entity in order to protect their own academic progress.  The University strives to protect students’ and other trainees’ academic progress from such risk.

Lastly, absent a clear record of the time you intend to commit to the outside consulting activity, there may also be a lack of clarity about the time you are expected to commit to performing your institutional responsibilities.  The Conflict of Commitment approval process is aimed to mitigate this by having your department head and dean (or other supervisor) sign off on any such activity (and, where appropriate, impose conditions limiting any undesired overlap in responsibilities.) 

Many of these risks have associated University Policies that are meant to mitigate or prevent such undesired outcomes.  These are covered in the Consulting Agreement Addendum.  Critically, the most important thing you can do is to establish and observe clear dividing lines between your institutional responsibilities to the University and your outside consulting activities.  For example, you should perform your consulting activities either at home or onsite at the company, rather than in your University lab or office space.  Similarly, the scope of your consulting work should not overlap with what the University expects you to do as part of your institutional responsibilities, including performing research or writing articles based on such research.  If you have questions about what might be permitted, this should be discussed with your Department Head or other supervisor in advance, as part of the Conflict of Commitment approval process. 

 

Where should I go if I have questions about the application of any University policy to my specific situation, or need help reviewing a consulting agreement?

As a general matter, the University does not provide direct advice or assistance to employees who seek to engage in consulting arrangements. You should obtain your own private legal advice for review of consulting agreements and other related matters. 

If you have specific questions about the applicability of any of the University policies listed on this webpage or in the Consulting Agreement Addendum, please reach out to your local Human Resources contact. 

Questions about the Conflict of Interest disclosure and review process may be directed to COI@email.arizona.edu.  

Questions about partnering with outside industry in the pursuit of research may be directed to RDI’s Strategic Business Initiatives group, headed by Stephen Fleming (stephenfleming@email.arizona.edu).

Questions about whether any intellectual property is owned by the University may be directed to Tech Launch Arizona at info@TLA.arizona.edu

Related Files