Guidance for Startups
In general, if you found or work for a startup but that company is not involved in your research at CMU in any way (via sponsored research, a subcontract, cost-share, providing materials or equipment, etc.) then ORIC does not require conflict of interest management for this relationship. If the company is interested in giving a gift to CMU, University Advancement can provide guidance.
We recommend that you speak with your manager or department head/Dean to ensure that you’re in compliance with any department-specific requirements, and that you carefully review proposal submission and progress report requirements to determine whether your startup activity may need to be disclosed to research sponsors.
If you do intend for your start-up to engage in CMU research, please contact ORIC for a consultation. The specific details of your research project will determine exactly what is necessary to disclose and manage any potential conflict of interest.
This guidance will give you a general idea of the issues that can arise and the best practices for handling them. Not all of these items apply to every startup situation, and individual departments or colleges may have their own requirements that must also be satisfied. If there is a conflict between ORIC's requirements and your department's, ORIC will work with you and your department head to resolve any issues.
Disclosure and Transparency
- You must disclose your plan to engage your start-up in CMU research to your supervisor, director, or department head.
- You may need to file or update a SPARCS Conflict of Interest Certification to document your relationship with the company, and the involvement of the company in proposed research.
- A written disclosure in the research proposal is strongly recommended even if the sponsor is already aware of your roles at the start-up and at CMU. If this is not done at the time of the proposal, it will need to be done at time of award and may delay spending on your award.
- For any publications or presentations resulting from a collaboration between CMU and your company, you must review the journal or conference’s conflict of interest disclosure requirements carefully and comply with them.
- For any collaboration between CMU and your company, you must disclose your relationship with the company to any research team members working on the project.
Rules for Collaboration
- Your start-up may provide sponsored funding to your lab or your department at Carnegie Mellon, with your department's and ORIC's approval.
- If a research project is a collaborative effort between CMU and your company (e.g., an SBIR) you may only provide effort for one side of the project or the other. If you are the CMU PI, for example, you may not also provide effort or be paid for the company’s scope of work on that project.
- You will need to provide justification for both why part of the work must be done by an outside collaborator rather than at CMU, and why your start-up in particular is the most appropriate partner. This may mean a competitive bid process and/or written justification about your company’s special expertise, equipment, intellectual property, etc.
- Clear and detailed scopes of work and deliverables will need to be reviewed by ORIC and should be developed with care to ensure each institution has its own distinct role in the work.
- Decisions about whether CMU should be the prime recipient or the subcontractor in the collaboration involve many factors beyond just conflict of interest management. Either arrangement can usually be managed with a conflict of interest management plan. If your company is the subcontractor, your management plan will need to involve an element of financial oversight so that you do not have sole approval over payments to your company.
- SBIRs and STTRs are a special case of collaboration. You may involve your own start-up in such a collaboration, but for a Phase II SBIR/STTR, a COI management plan is always necessary. At Phase I, a waiver of formal management may be possible depending on the details of the project.
Conflict Management Plans
- Any research collaboration between CMU and your company should be reviewed by ORIC, but in some cases a formal management plan may not be needed if money is not flowing from CMU to your company. ORIC will make that determination.
- If a management plan is required, ORIC will develop a written plan in consultation with you and your department head. This plan describes the research and your company’s involvement with it, as well as the measures that will be taken to minimize conflict of interest potential such as disclosure of your conflict and third-party oversight of payments to your company. You will have a chance to provide feedback on the terms before the plan is finalized.
- Plans typically have an annual monitoring component involving a brief update to ORIC to confirm that the plan terms are still being followed.
- ORIC does not write general Conflict of Interest Management Plans covering current and future collaborations with your startup. Each new collaboration between your company and CMU will be reviewed on a case by case basis and will have its own plan.
- Students/Advisees: Opportunities may arise for undergraduate or graduate students in your research team to also work with your start-up, for example, as interns. Special care must be taken in these cases to ensure that students are not pressured into this opportunity instead of others they would prefer, that their intellectual property is protected, and that they understand any impact such work would have on their academic progress. Some departments may have additional special requirements for students involved in outside work. Consult both ORIC and your department head or Dean if this situation arises.
- Licensing: Licensing questions are generally handled by the Center for Technology Transfer and Enterprise Creation, but if you have a conflict of interest due to your ownership of a company, ORIC may advise. Licensing questions are typically project-specific but as a general best practice, CMU will treat a company you own exactly like any other company requesting a license. CMU cannot provide any special terms or considerations that would not be available to another company.
- Resources: University resources, including space and equipment, generally should not be used for the company’s scope of work on a collaboration unless there is an incubation agreement or other written agreement in place between your company and CMU in place. A resource that is available on a paid basis to other outside companies may be used by your company as well, at the standard rate that would be available to other companies.
- Competition: As outlined in the Conflict of Interest/Commitment policy your startup’s work may not engage in direct competition with the University. This means that you cannot divert opportunities to your company that would otherwise be available to CMU. This is often an easy distinction – for example, your company may work on projects where it has expertise, intellectual property, equipment, etc. that CMU does not, or the company may do work that is not fundamental research. However, if there are situations where it is less clear what work belongs at CMU vs. your company, ORIC and/or your department head or Dean can advise you.