Why are you like this, University?

As I have alluded to in other posts, collaborating with a university, or even selling it widgets, can be pretty different than collaborating with or selling widgets to a business. The university doesn’t mean to be difficult (or, well, usually it doesn’t). There are many business-like things about universities—sometimes they are even run like businesses—but even the most business-like, centralized university still employs faculty with academic freedom, provides a (brick and mortar or cyber) home to young adults, and aims to get ideas out into the world. Those attributes make a difference in the way universities approach some kinds of deals.

For those new to negotiating with U.S. universities, here are some things to keep in mind:

1.     Faculty are university employees, but they have quite a bit of independence and flexibility in the way they approach their work. If it can possibly help it, a university will try not to impose new requirements on the faculty as a whole. So, for example where a business might simply tell its employees they must use their business email accounts to conduct business, a university might decide that is not a realistic demand to make of faculty. Could the university make that demand? Yes, sure, but would it work?  

2.     Students aren’t like employees either (except when they are). They may be subject to the university’s academic and conduct policies, but the university cannot usually commit to anything on the students’ behalf. It certainly does not control their intellectual property.

3.     Universities take student privacy very seriously. Along with state privacy laws, U.S. universities are subject to FERPA, which limits the circumstances in which a university may disclose personally identifiable information about a student without the student’s consent. Unlike most state laws, FERPA defines the kinds of information that count as personally identifiable information very broadly. So, providing a list of student email addresses or names may not be at all straightforward.

4.     Sometimes the right hand doesn’t know what the left hand is doing. Of course, universities come in all shapes and sizes; but no matter the size, it is rarely the case that every faculty and staff member at the institution is aware of every deal, grant, and research objective across the institution. For that reason, it is often more palatable to have confidentiality or reporting obligations apply to specific university units, rather than the university as a whole.

5.     The normal mode for a university is openness and sharing. So, contractual terms that define “confidential information” vaguely or broadly may be difficult for a university to agree to. When confidentiality is needed, the university has a much easier time if the definition of “confidential information” is limited to specific, pre-identified information, shared within a limited timeframe.