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Spinouts, startups and other companies owned or led by UCL staff and students: Guidance

This guidance covers things you should consider when working with a company that has significant links with UCL staff and/or students.

This guidance is currently under review. If you have any questions about anything covered on this page, please contact discloseconflicts@ucl.ac.uk for further clarification.

Contents

What is a staff or student company (SSC)?

In this guidance, SSC refers to companies which UCL staff or student(s) have created or are associated with (e.g. work for or hold a shareholding in). These companies may be related to their work or study at UCL or be in an unrelated field. If there’s any engagement between the company and UCL, there are some practical things that must be considered.

These company relationships with UCL will be governed by one or more policies and practices established at UCL. UCL’s policies for procurement, consultancy, disclosure of conflicts and declaration of interests govern the majority of these considerations, as described below.

Some companies have a particular need or reason to have a closer engagement with UCL. This may involve: 

  • using UCL intellectual property and/or know-how
  • funding or sponsoring research or equivalent activities within UCL
  • company employees being physically present within UCL facilities
  • using UCL equipment, facilities or other assets
  • company equipment being used within UCL facilities, or the modification of UCL facilities to accommodate the company needs
  • supplying goods or services to UCL

Conflicts of Interest with SSCs at UCL

All interactions between an SSC and UCL constitute a real or potential conflict of interest. Therefore, these interactions must be disclosed through the ‘Declaration of Interest and Disclosure of Conflict’ system immediately.

Your head of department or supervisor will review your disclosure, and, in many circumstances, a Conflict Management Plan will be developed. This will help ensure the ways of identifying and mitigating against conflicts that will arise have been considered in advance of them arising. Heads of Departments are responsible for ensuring Conflict Management Plans are in place when required.

A Conflict Management Plan should address the following:

A template for a Conflict Management Plan where UCL is engaging with an SSC is available, however, staff are encouraged to tailor the plan to meet their specific requirements and concerns.

Collaboration agreements

Any company (including UCL spinouts and startups) that intends to collaborate with UCL staff or students for the purposes of research, teaching or innovation, must have a formal collaboration agreement in place.

This agreement should address issues including, but not limited to:

  • the nature of the proposed programme of work
  • ownership of intellectual assets generated through or as a result of the collaboration
  • background and foreground IP being used, and any necessary compensation or acknowledgement of such
  • UCL technologies to be licenced to the company
  • price to be paid by the external partner for access to UCL IP, space, equipment, HR, IT etc. (see section below for more details)

In some cases, UCL and SSCs may choose to clarify milestones and closure points for the collaboration within the agreement.

It’s possible that one relationship may have multiple programmes of work and collaboration agreements.

In addition to each individual collaboration agreement, the following need to be considered before any work starts:

Where a collaboration agreement is not required

You may not require a collaboration agreement where there is no extensive work, such as research, teaching or innovation, taking place.  In these cases, a simpler arrangement may be adequate and can be confirmed within a Conflict Management Plan.

Staff and SSCs

Where UCL staff are getting involved in an SSC or other external company, the following policies should be consulted:

IP ownership of the employee’s work

There must be a clear distinction between the intellectual property an employee creates within their role at UCL and for the company.

It’s highly recommended that, in order to avoid any confusion around IP ownership, any work that UCL staff carry out for the company is on projects unrelated to their for work for UCL.

Where additional UCL support has contributed to the development of IP (including use of IT resources, UCL premises, equipment or branding etc.), UCL will own that IP (see section 2.1.4 of the UCL IPP).

If the company wishes to make use of UCL IP or know-how, including IP developed by the staff member within their role at UCL, a collaboration agreement will be required. You should seek advice from UCLB in the first instance. It’s critical to have clarity on IP arrangements to avoid challenging situations in the future, for example any due diligence on potential investment in the company.

Equity ownership and/or directorship by a UCL employee

If a UCL employee is a director of, or has equity ownership in, an SSC which has any dealings with UCL, a Conflict Management Plan must ensure that any decisions made around engagement with the company are not made by a UCL staff member with financial interests in the company. Examples of engagement include access to UCL facilities, intellectual property or other services.

Staff consultancy in an SSC

Where a UCL employee is asked to provide a consultancy service to an SSC, this should be managed through UCL Consultants.

You must also ensure a Conflict Management Plan is in place ahead of carrying out any consultancy work with an SSC. Staff should also refer to the UCL Academic Staff Consultancy Policy for further information.

Employment status of an employee at both UCL and the company

If a member of staff is considering altering their employment contract at UCL (such as going part time) due to involvement in an SSC, they must discuss this with their line manager. Their line manage may need to seek advice from HR.

Students and SSCs

Where a UCL student is involved in an SSC that has any dealings with UCL, there should always be a Conflict Management Plan in place. This will help ensure that any real or potential conflicts that may arise due to the relationship are considered.

For students, involvement in an SSC could impact on their academic studies at UCL. As an institution, we’re committed to putting our students’ academic performance first. Therefore, any scenario where students could experience a conflict of interest between UCL and an SSC should be considered and mitigated carefully.

Heads of Departments are responsible for ensuring Conflict Management Plans are in place in these scenarios and that any impact to students’ studies is managed and avoided where possible.

Students and academic supervisors involved in the same company

Where an academic supervisor of a student is also involved in the SSC, it’s highly recommended that appropriate arrangements are put in place. These should help support the student and ensure the academic pursuit of the student is not jeopardised by their relationship, and that of their supervisor, with the SSC.

SSC employing a student

If any UCL student is working for or forming contractual arrangements with a staff-owned or led SSC, a Conflict Management Plan should be put in place to minimise any impact of an arising conflict of interests.

A Conflict Management Plan should address areas where a student’s employment within an SSC could lead to potential or real conflicts with their academic studies

Student projects (research or otherwise)

Where an SSC is offering placements for students to conduct research or other activities within the company as part of their studies, the individual involved in the SSC should declare this as a conflict.

here there’s a risk conflicts could arise through a student both studying at UCL and conducting a project at an SSC, a Conflict Management Plan should be put in place to address these.

Student sponsorship

Where an SSC is providing sponsorship of a doctoral student at UCL, there should be agreements put in place, including a collaboration agreement, before the student enrols. 
The student must be briefed on any conflicts of interest that relate to their studentship.

IP ownership of a student’s work

Where an SSC is providing student sponsorship, there needs to be clear processes and agreements in place around the ownership of intellectual property arising through the research.

Students own their own intellectual property, with some exceptions (see section 3 of the IP Policy).

Where an SSC requires the intellectual property developed during a sponsored research project (such as a sponsored PhD), the contractual arrangements are normally formed between UCL and the company directly. As with any contractual negotiation between and SSC and UCL, this should be covered by a Conflict Management Plan detailing how the relevant parties are removed negotiations.

Student as a director or shareholder of a company

Where a student is a director or shareholder of a company, unless this company is involved in UCL for research or other activities, there should not be a conflict. However, if unsure, students are encouraged to speak to their supervisor or head of department to confirm this.

Using UCL facilities, resources and assets

Staff that are involved in an SSC must not be involved in pricing and negotiations around use of UCL IP, assets and/or facilities. A Conflict Management Plan should ensure staff are removed from decision-making processes where necessary.

Where close colleagues and those with close personal relationships are involved, those individuals should also have Conflict Management Plans where appropriate. They could consider removing themselves from the process or putting safeguards in place to ensure no bias or conflict impedes negotiations.

Intellectual property

Where an SSC wishes to use UCL’s intellectual property, this must be confirmed and agreed in advance of any use or further development.

This can include underlying intellectual property, on which further developments have been made by an SSC or external company. Any SSC that wishes to use any UCL background IP needs to make appropriate arrangements and can speak to UCLB for further assistance with this.

If an academic or UCL staff member is employed by a company, or hired for consultancy, their underlying knowledge and historically developed IP at UCL must be considered within these discussions.

Assets and facilities

Where a company wants to make use of UCL’s physical and technological assets and/or facilities, these should be discussed within the collaboration agreement.

It must be identified whether consent is required to use an asset, and who can grant consent. For any access agreements made, staff involved in an SSC should not be involved in discussions around cost and pricing of access.

Assets to be considered can include:

  • UCL space
  • UCL equipment
  • IT and software
  • HR services

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