It sounds like you have the makings of a huge conflict of
interest---both an individual conflict (with the faculty member) and an
institutional conflict of interest.

You have to be careful that the state's (your institution's) resources
are not used to enrich the private part of the center. How will you keep
them separate? And what about students doing research in the lab?  You
have to be sure they are working for the university, not for the LLC.

Is the LLC paying rent to the university?  Is it at least as much as you
would charge the federal government on a grant? And what about
insurance?  Suppose a student falls and hurts herself while walking from
the lab (state) to the LLC?  Who's responsible?

What about inventions?  If something is invented by the faculty member,
who has a foot in two camps, who owns the invention--the university or
the LLC?  And will the faculty member be more concerned with making sure
the LLC does well financially than he is with his university
responsibilities?  If he applies for grants, they should go through the
university, not the LLC.

This is just for starters. Our colleagues will probably have more to
say.

Gene Stein
San Diego State University Foundation

-----Original Message-----
From: Research Administration List [mailto:xxxxxx@HRINET.ORG] On
Behalf Of Dragoo, M. Heather
Sent: Thursday, November 04, 2004 1:54 PM
To: xxxxxx@HRINET.ORG
Subject: Re: [RESADM-L] partnership btw university and center

I apologize for changing the topic and bringing up my question again. We
are really in need of assistance. I am seeking advice regarding how to
formalize a relationship between our University and a newly formed
Center. The lab portion of the Center will be housed on University
property and a University faculty member will run the lab. The Center
will be a limited liability corporation (in which the faculty member is
one of the centers three equal partners).

I need to know what articles/topics should included in the contract or
memo of understanding between the university and the center. Also any
examples/sample language would be greatly appreciated.

Thank you so much!

Heather

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