Has anyone out there had experience with establishing master agreements
with for-profits that would allow faculty (and perhaps students) to do
research as delineated in Project Agreements under the Master at no
reimbursement with the anticipation of future negotiated agreements for
a share of the company?  It is being proposed that we offer this type of
agreement to "startup" companies.

Some of the proposed language states:

"In addition to or in lieu of the specifications delineated in this
agreement, the Project Agreement Proposal may also address special
conditions which differ from or add to the provisions specified in this
Agreement, including Sections 8 (Intellectual Property and Inventions)
and 9 (Grant of Rights), as well as the specification of any licenses,
restrictions on fields of use, rights of the parties with respect to
improvements or derivative works, or other legal or financial matters.
These may include longer-term, less-defined collaborative development
partnerships for which other mechanisms, such as a transfer of equity or
royalties based on relative contributions to the development, may be
negotiated.  Except to the extent provided in a Project Agreement
Proposal explicitly referencing the portion(s) of this Master Agreement
intended to be varied thereby, the terms of this Master Agreement will
prevail."

and

"For projects which fall under the master agreement, work may be
performed without reimbursement or with partial reimbursement in return
for future equity position, or otherwise according to the terms of the
executed Project Agreement Proposal covering same."

Please share your experience and thoughts on this idea.  I am also
concerned about indirect cost recovery on projects with less than full
reimbursement, and establishing criteria for the term "start-up".

Thanks as always for your help.

Sharon Kuhlenschmidt
Grants Development Analyst
Building 38 Room 152
California Polytechnic State University
San Luis Obispo, CA 93407
(805) 756-5963
fax:  805/ 756-5466
e-mail: xxxxxx@calpoly.edu

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