Experiential Learning Agreements with an Emphasis on Learning
It is very common now for university students to work with companies as part of a classroom or capstone project. Universities set up these programs with the idea that students will get practical experience and contacts for future internships or jobs, the companies will get free help with problems they are trying to solve anyway and introductions to potential future employees, and the university will get improved connections to industry, which may lead to sponsored projects or other funding opportunities.
The agreements between universities and companies for student experiential learning programs are, unfortunately, often difficult to negotiate. While open exchange of information is the norm at universities and they usually leave student intellectual property to the students, companies are accustomed to strict confidentiality and taking assignment of intellectual property. But strict confidentiality and assignment provisions can diminish the advantages of experiential learning for a student. If a student is bound to a confidentiality provision, the student may not be able to describe the experience in sufficient detail on a resume or in a job interview, or even for their coursework. Assigning their intellectual property may limit their options in fields they are interested in pursuing.
If a university has an experiential learning program like this, ideally it has already decided what its red lines are. For example, some universities have decided that they will not ever require students to assign their intellectual property to participate in such a program; a non-exclusive license to the company is the limit. Other universities permit an IP assignment where the assignment is very narrow, and students have been advised of the consequences and offered an alternative project without an assignment. In any event, a university generally does not have the right to assign or license the students’ intellectual property unilaterally; the students will have to sign a separate agreement with the company. It is a good idea for the university to provide that agreement, so that the university knows just what terms are applied to the project and can be sure it is providing the students with accurate information about their rights.
Confidentiality is trickier in some ways, because it is an academic project and, as such, the student will likely need to share information about the project with university faculty, staff, and other students. Companies which propose providing students with sensitive proprietary information should probably be steered to other project ideas; any project involving the company sharing export-controlled information should be an easy no.
To the extent the university is going to be responsible for ensuring confidentiality of the company’s information, the university’s information security folks should be involved in figuring out how best to store the information and to provide controlled access to it. Both the information security team and the faculty members overseeing the students will likely need access too, so the agreement should provide permission and parameters for that. I have seen companies propose providing company computers to the students, because the data the students would be working on was so sensitive. This is problematic both because the university’s power to ensure that those computers are not lost or misused is limited and because the faculty member’s exclusion from access to the data would likely frustrate the project’s academic goals.
When I am negotiating these agreements, I have found myself repeating the words “this is an educational experience for the students.” While it is true that sometimes the students come up with incredible ideas that companies actually want to put to use, it usually works best if the companies’ expectations are set more realistically and more benevolently. The primary goal should be providing a great experience for the students, helping them to become better problem solvers with practical skills. That benefits us all. Locking the students up with strict confidentiality provisions and IP assignments has a way of undermining that goal.
