Full time members of the faculty, tenured or non-tenured, have obligations that must be taken into consideration in any external contract related in any way to your work for the university, or your position as a faculty member, including your research, your knowledge gained as a result of your work for the university, or work done using university resources. The solution to potentially conflicting consulting contract clauses is the use of the mandatory Contract Addendum. The Contract Addendum, unaltered, must be included in all external consulting contracts.
Contract clauses contained in external consulting arrangements and contracts often directly or indirectly conflict with either faculty’s pre-existing and primary employment obligations to Cornell, or those obligations and attestations owed to federal funding agencies and the U.S. government. Some of the primary issues implicated in external agreements include conflicts of interest or commitment, attempts to capture intellectual property rights that are already committed to or owned by Cornell, conflicts with obligations to federal funding agencies, perceived or real bias and improper influence on the integrity of university related research, conflicts with pre-existing inventions and/or intellectual property, and non-disclosure obligations that conflict with pre-existing responsibilities to Cornell or to the federal government.
The Addendum addresses all employment, IP, and federal funding related issues that are implicated in an external consulting arrangement and contract. The Addendum, by its express terms takes precedence over any conflicting clauses contained in a subject consulting agreement. Provided the Addendum is attached and signed by the faculty consultant and the hiring entity, the Addendum ensures that the faculty member is compliant with their primary employment obligations to Cornell as well as preserving current and prospective compliance with federal disclosure and reporting requirements.
The Addendum requires no revision or negotiation, each provision is undeniably true and makes clear that in the event of conflicting clauses, pre-existing employment and federal government (regulatory) requirements control.
Note: The few types of contracts that do not require the Contract Addendum are:
- Sponsored research agreements (funds flow through Cornell);
- Contracts with Cornell University or any of its units such as employment agreements and royalty agreements as an inventor of Cornell IP;
- Contracts specifically about educational materials (e.g. book deals);
- CU Part time faculty; and
- Expert witness for court cases.