Adoption
September 19, 2011
Instance of approval: Vice-President, Research
Modifications:
March 16, 2026
Instance of approval: Vice-President, Research and Innovation
Responsible Service: Innovation Support Services
1. PURPOSE
1.1 This Procedure is established pursuant to Policy 29 – Commercialization of Research-Derived Intellectual Property (“Policy 29”) and is intended to assist Researchers with identifying and managing commercialization of University research and the potential for Conflict of Interest or Conflict of Commitment situations.
1.2 It is also intended to provide guidance to minimize the risk of the occurrence of Conflict of Interest and Conflict of Commitment situations, and to manage existing Conflicts of Interests in relationships between the University and a New Venture or Entrepreneurial Venture in which a Researcher holds an interest, all while facilitating and encouraging the full development and dissemination of new knowledge through research, technology transfer and commercialization.
1.3 Given the number of individual, institutional, and research risks associated with actual, apparent or potential Conflict of Interest between personal and uOttawa Responsibilities in research and commercialization, this Procedure is also intended to assist with recognizing and dealing openly with real or apparent Conflict of Interest, Conflict of Commitment and relations with New Ventures or Entrepreneurial Ventures.
2. DEFINITIONS
2.1 Capitalized words or expressions that are not defined in this Procedure are defined in Policy 29. The following words and expressions have the corresponding meaning for the purposes of interpreting this Procedure:
a) “Conflict of Commitment” relates to an individual’s distribution of effort between obligations to one’s uOttawa Responsibilities and one’s commitment to outside activities. Conflicts of commitment primarily involve questions of an individual’s time and effort allocation but may also be tied to financial inducements. Outside activities (e.g. consulting, corporate board membership, public service, pro bono work) can often promote professional development, enrich an individual’s contribution to the University and to their area of research, and serve to create conduits for the exchange and dissemination of knowledge, technologies, and testing of ideas. However, when one is engaged both in one’s uOttawa Responsibilities and in outside activities, this may result in conflicts within the individual’s allocation of time and energies as there is a potential for outside activities to take precedence over one’s uOttawa Responsibilities, thereby compromising or interfering with the paramount obligations and responsibilities to the University. Generally, a Conflict of Commitment may be considered present if one’s responsibilities to a New Venture or Entrepreneurial Venture requires the person’s time and effort to exceed one day per week.
b) “Conflict of Interest” generally refers to situations (actual, potential or perceived) in which financial or personal considerations may compromise or have the appearance of compromising an individual’s judgment in conducting or reporting research. A Conflict of interest occurs when there is a divergence between the individual’s uOttawa Responsibilities and the individual's personal or private interests, such that an independent observer might reasonably question whether the individual's actions or decisions are determined by considerations of personal gain, financial or otherwise.
c) “uOttawa Responsibilities” is an expression to encompass a Researcher’s obligations and responsibilities to the University arising from or in relation to their University academic appointment, their University employment, their contractual relationship to the University or other engagement with the University.
d) “uOttawa equipment and/or services” means any equipment, supplies, tool or other device owned, purchased or rented by uOttawa and/or any administrative services, core facility service or other services provided by uOttawa.
e) “uOttawa Space” means any interior or exterior space or facility which is occupied, owned or leased by the University.
3. SCOPE AND APPLICATION
3.1 This Procedure applies to Researchers and to all members of the University community involved with supporting technology transfer and the commercialization of research-derived IP.
3.2 The University and its Researchers are developing and expanding collaborative research arrangements with commercial entities. The University recognizes that these research collaborations can be mutually beneficial, with the commercial entity drawing from the collective intellectual and creative talents of Researchers, and the University and its Researchers benefitting from additional sources of research and other funds.
3.3 As the interface between research and commercial activities expands, Researchers may be confronted with situations where the freedom to pursue one's own economic interests and the requirement for objectivity and commitment in research come into conflict. Objectivity and commitment may be threatened and the line between academic and industry obligations may blur.
3.4 Publicly funded research is an enterprise in the public trust. If Researchers mismanage a Conflict of Interest situation, there is a risk of rupturing the public confidence in and inflicting damage to the trust in and support of research.
3.5 The process of technology transfer, i.e. the formal transfer of rights to use and commercialize new discoveries and innovations resulting from scientific research to another party, from the University to a New Venture or Entrepreneurial Venture needs to be managed as it may create the potential for Conflict of Interest and/or Conflict of Commitment, particularly when there is opportunity for personal gain on the part of those individuals involved in the research.
4. PREVENTING OR ADDRESSING CONFLICTS OF COMMITMENT
4.1 The actions below are a non-exhaustive list of steps or measures that a Researcher are expected to do to assist in preventing or addressing situations where expectations of commitment integral to one’s uOttawa Responsibilities are not being met (or are at risk of not being met):
a) Disclose any potential Conflict of Commitment to the Dean or to the University person in authority over the Researcher at the University so that these can be assessed and managed as necessary (see Annex 1 – Disclosure Form ); a failure to do so could trigger consequences to the Researcher under University policies or collective agreements;
b) Assure that one’s commitment of time and intellectual energies are primarily allocated to one’s academic research and teaching, and that all employment obligations or other responsibilities to the University are fully met;
c) Ask questions and look into whether there are any limits on the type and amount of outside activity that can be undertaken, as may be determined by the Dean or other relevant authority at the University, prior to committing to an outside activity;
d) Establish and document clear boundaries that separate the role and responsibilities between the individual’s capacity as a Researcher and their capacity with the outside activity, and describe appropriate use of University resources and appropriate attributions of any work products that are developed or created;
e) Abide by commitments of effort as may be set out in contractual research agreements and grant applications or as otherwise determined by the Dean or other relevant governing authority at the University;
f) Ensure that proposals for research and outside activities are responsibly made and reasonably adhered to;
g) Comply with any reporting requirements for unmet commitments to sponsored research activities.
h) Avoid outside activities (for example, affiliations or partnerships with external parties) that preclude one’s eligibility for government research funding.
5. CONFLICT OF INTEREST
5.1 A Conflict of Interest depends on the situation, and not on the character or actions of the individual.
5.2 Conflict of Interest may arise when knowledge is transferred to the private sector through consulting, collaborative research or as part of the commercialization of research discoveries. Individual Conflicts of Interest arise in large part because of the interplay between the individual’s personal and financial interest and the opportunity to conduct externally funded research.
5.3 A Conflict of Interest becomes detrimental when the potential personal gain, financial or otherwise, impart bias or cause deviation from absolute objectivity in the design, interpretation and publication of research activities and in other academic and professional decisions. Such bias or deviation has effects not only on the collection, analyses and interpretation of research data but also on one’s academic appointment or employment duties, on the hiring of staff, the procurement of materials, the sharing of results, the choice of protocol and the use of statistical or other methods. Consequently, while it may be appropriate that a Researcher be rewarded for their participation in these activities through sharing in royalties resulting from the commercialization of their work, it is inappropriate for an individual's actions or decisions made in the course of their uOttawa responsibilities to be determined by considerations of personal financial gain.
6. EXAMPLES OF POTENTIAL CONFLICT OF INTEREST
6.1 The following are examples of possible Conflicts of Interests and are intended to guide in identifying situations that may be of concern or for which it may be necessary to provide additional information, clarification, or further management, depending on the circumstances:
a) Situations that impart or may impart bias in research
• Undertaking research when the immediate family or personal friend of a Researcher has a financial, managerial, or ownership interest in the sponsoring company or in the company producing a product under evaluation;
• A Researcher accepting gifts, gratuities, payments, incentives or special favors from research sponsors;
• A Researcher entering a consultancy or other arrangement with an organization or individual having an economic interest in the Researcher’s related research.
b) Situations that involve or may involve inappropriate use of University resources
• Using a Researcher to perform services for a New Venture or Entrepreneurial Venture in which one has an ownership interest, or from which one receives any type of remuneration or benefit;
• Unreimbursed or unauthorized use of uOttawa Space, uOttawa Equipment and/or Services, for personal purposes or to support the activities of a New Venture or Entrepreneurial Venture in which one holds a financial or other interest;
• Hiring a spouse, family member or personal friend to work in connection with the research and/or New Venture or Entrepreneurial Venture;
• Using one’s research funds to pay remuneration or expenses of one’s family member or personal friend;
• Approving a research contract funded by a New Venture or Entrepreneurial Venture in which the person approving the contract has an interest;
• Associating one's name or one's work with the / University in such a way as to profit monetarily by trading on the reputation or good-will of the University, rather than on one's competence.
c) Situations that may involve inappropriate use of information
• Unauthorized use of University confidential information acquired in connection with one's uOttawa Responsibilities;
• Accepting support for research under terms and conditions requiring that results be held confidential, unpublished, or significantly delayed in publication;
• Providing privileged access to information, developed with University resources or supported by independent sponsors, to a New Venture or Entrepreneurial Venture in which one has a financial or other interest.
d) Situations that may involve self-dealing
• Purchasing (or promoting the purchasing) of equipment, instruments, or supplies for research or teaching from a New Venture or Entrepreneurial Venture in which one has a financial or other interest. Such a situation should be looked at with the University’s Procurement Services;
• Influencing the negotiation of contracts between the University and a New Venture or Entrepreneurial Venture with which one has a financial interest or other relationship.
7. AVOIDING OR MANAGING CONFLICT OF INTEREST
7.1 Researchers are expected to disclose a Conflict of Interest to the Dean or to the University person in authority over the Researcher at the University so that these can be assessed and managed as necessary (see Annex 1 – Disclosure Form). A failure to do so could trigger consequences to the Researcher under University policies or collective agreements.
7.2 Researchers should conduct their affairs to avoid or to minimize Conflicts of Interest and must respond appropriately when a Conflict of Interest arise.
7.3 The actions below are listed as a non-exhaustive list of examples to guide and assist Researchers in preventing or managing Conflict of Interest:
a) Maintain active and substantive engagement, whether in-person or remotely, in academic research;
b) Remain cognizant of the potential for a Conflict of Interest and ensure one’s uOttawa Responsibilities are a priority such that outside activities do not detract from them;
c) Conduct research and report results in an objective manner, unbiased insofar as possible by the prospect of personal gain or recognition;
d) Encourage an atmosphere of academic freedom by promoting the open and timely exchange of results of scholarly activities;
e) Ensure that the supervision of another Researcher is independent of one’s personal commercial interests, and that such other Researcher is informed about outside activities or commitments that might influence the free exchange of scholarly information;
f) Ensure that one’s use of uOttawa Space, uOttawa Equipment and/or Services is for or related to University research, teaching or other University activities, and not for one’s outside activities or for an outside organization in which one holds an interest, unless there is a formal written agreement approved by uOttawa’s authorities who have authority delegated to it by the Board of Governors to approve and sign such agreement for the use of such uOttawa Space, uOttawa Equipment and/or Services for outside activities and that a rent or fee for such use of uOttawa Space, uOttawa Equipment and/or Services is charged and collected at fair market value;
g) Disclose, as per University Policy 29, the creation or discovery of all potentially patentable inventions created or discovered during one’s academic appointment or while carrying out one’s uOttawa Responsibilities which are intended for commercialization;
h) Disclose to the Dean, to ISS and/or to the person in authority over the Researcher who is making the disclosure, any contract or employment relationship or financial interest that the individual (or their family) has with or in an outside entity before uOttawa will accept/approve any gifts/donations; collaborative research projects, technology license agreements or the procurement of goods or services from that outside entity. In such cases, approval by the Dean and ISS is required in advance;
i) Maintain and implement accounting procedures that assure that research funds are expended for the purposes for which they have been provided, and that all expected services have been performed;
j) Consider the following, depending on the circumstance of the nature and type of Conflict of Interest:
• Reformulation of the research work plan;
• Close monitoring of the research by someone who is not in a Conflict of Interest;
• Separate the supervision of students or arrange for the co-supervision of students;
• Divestiture of one’s relevant personal or financial interests;
• Termination or reduction in one’s involvement in the relevant research project;
• Termination of the involvement of the person whose relationship with that person poses the conflict in the relevant research project; and/or
• Severance of outside relationships that pose a Conflict of Interest.
8. RELATIONS WITH NEW VENTURES OR ENTREPRENEURIAL VENTURES
8.1 This section is intended to serve as a guide in addressing relationships between the University and a New Venture or Entrepreneurial Venture in which a uOttawa community member holds an interest.
8.2 Assumptions: For the purposes of Section 8 of this Procedure, the following are general assumptions:
a) when using the expression “uOttawa IP”, it is assumed that University IP has been developed by a Researcher and the ownership rights in it are either already vested in the University and/or have been assigned by a Researcher to the University.
b) A uOttawa community member may,
• be actively involved in the establishment of or the carrying on of business of the New Venture or Entrepreneurial Venture;
• hold significant equity (more than 5% of total authorized shares or value exceeding $10,000) in the New Venture or Entrepreneurial Venture;
• be a director on the board of directors or an officer of the New Venture or Entrepreneurial Venture;
• may be entitled to receive a share of the Net Revenues from the commercialization of uOttawa IP in accordance with the University Policy 29;
• become involved in a New Venture or Entrepreneurial Venture that does not have an equity or licensing relationship with the University where the New Venture or Entrepreneurial Venture seeks to access expertise and knowledge of a Researcher. For example: research contracts or consulting agreements between the New Venture or Entrepreneurial Venture and the University for the expertise of a Researcher in which the subject of the contract or agreement is outside of the original area of research expertise of the founder of the New Venture or Entrepreneurial Venture who is also a Researcher.
8.2 ISS responsibilities: At an early stage in the development of a New Venture or Entrepreneurial Venture or in the establishment of a relationship between the University and a New Venture or Entrepreneurial Venture, ISS, in conjunction with the Researcher involved, where appropriate, should:
a) Ensure that the Dean and relevant department heads have all the information necessary to be fully aware of the New Venture or Entrepreneurial Venture;
b) Conduct a diligent examination of the sources of funding for the New Venture or Entrepreneurial Venture and any applicable research agreements with the University to ensure they are compatible with each other and that the University’s interest in the uOttawa IP is protected;
c) Assess whether licensing uOttawa IP to the New Venture or Entrepreneurial Venture is the preferred route for commercialization (for example: when compared to a licensing agreement with another entity);
d) Define and negotiate the license/assignment of uOttawa IP to the New Venture or Entrepreneurial Venture;
e) Manage all uOttawa IP and related University research contracts, as appropriate.
f) Ensure that the New Venture or Entrepreneurial Venture meets the ethical and social responsibilities of the University and its Faculties.
8.3 Researcher responsibilities: Researchers play an important role in identifying and managing potential or actual Conflict of Interest situations because they are the ones that typically have knowledge of the circumstances and can recognize issues. For this reason, it is important for a Researcher to work with the University and should do the following :
a) Familiarise themselves with and observe these Guidelines and related University policies, including those mentioned under Section 3 of these Guidelines;
b) fully disclose their activities and corporate ownership in a Corporate Venture to the Dean, to all research sponsors and to the other uOttawa community members working on their research.
c) not assign University students and postdoctoral fellows to research projects that will lead to a direct financial benefit for the Researcher;
d) disclose a Conflict of Interest (potential, apparent or real) to the Dean, to the person in authority over the Researcher to review and determine how the Conflict of Interest will be resolved or managed;
e) disclose to the University and to New Venture or Entrepreneurial Venture how their share of the University Net Revenues is allocated.
8.4 New Venture or Entrepreneurial Venture support in the research: The New Venture or Entrepreneurial Venture may support research projects conducted in a uOttawa Space provided that the following considerations are properly addressed:
a) All research projects are reviewed or assessed by the Researcher to identify any Conflict of Interest and/or Conflict of Commitment;
b) All research projects are approved by the relevant Dean;
c) The scope of work is clearly defined;
d) No employees of the New Venture or Entrepreneurial Venture are named as the Researcher on any research contract between the New Venture or Entrepreneurial Venture and the University;
e) All IP and Inventions arising from the research are owned by the University and subject to an option to negotiate additional licenses with the New Venture or Entrepreneurial Venture;
f) Other Researchers or University who intend to work at New Venture or Entrepreneurial Venture must disclose this (see Annex 1 – Disclosure Form ) and, with approval of the Dean or the person in authority over the Researcher at the University, may be asked to manage their involvement if possible through an agreement, or take a leave of absence from their University position;
g) Students in the Researcher’s laboratory should not be permitted to function as employees of the New Venture or Entrepreneurial Venture and they should not be compensated under the research contract between the University and the New Venture or Entrepreneurial Venture, to ensure that they are free to pursue publication and thesis defence without restrictions; and
h) Commitment to fund research cannot normally be used by the New Venture or Entrepreneurial Venture to replace a license royalty payment obligation.
8.5 Request by New Venture or Entrepreneurial Venture to use uOttawa Space, uOttawa Equipment and/or Services: The New Venture or Entrepreneurial Venture may submit a request to use uOttawa Space, uOttawa Equipment and/or Services (see Annex 2 - Request Form ). uOttawa Space, uOttawa Equipment and/or Services are limited and are for the purpose of carrying out the University’s teaching, research and activities. Permission granted by the University to a New Venture or Entrepreneurial Venture to use uOttawa Space, uOttawa Equipment and/or Services is not an automatic right and is always subject to availability, the University’s academic priorities and the needs of the University for teaching, research, services and other activities.
8.6 The following is a list of examples of the items that should be considered by those in authority to approve a request to use uOttawa Space, uOttawa Equipment and/or Services for the activities of the New Venture or Entrepreneurial Venture:
a) Whether there any benefit to the University that would result if the New Venture or Entrepreneurial Venture were permitted to use the uOttawa Space outweighs any risks to the University (financial, legal, reputational or other);
b) Whether the early stages of the New Venture or Entrepreneurial Venture may be dedicated to technology development or proof-of-principle and be closely affiliated with the research activities of the Researcher;
c) Whether the New Venture or Entrepreneurial Venture is exploiting IP developed by the Researcher and the University, and whether the New Venture or Entrepreneurial Venture have signed an agreement (for example: license, research collaboration, shareholder’s agreement) with the University;
d) Whether there has been a disclosure, review, assessment of any Conflict of Interest and/or Conflict of Commitment.
8.7 A request to use uOttawa Space, uOttawa Equipment and/or Services must be reviewed and approved by the Dean of the relevant Faculty, by ISS and by Facilities. The cost associated with the use of uOttawa Space, uOttawa Equipment and/or Services is determined by Facilities and the relevant Faculty and this estimate is then provided to ISS.
8.8 If a request to use uOttawa Space, uOttawa Equipment and/or Services is accepted, the following terms and conditions should generally apply:
a) the use must be documented in a written agreement between the University and the New Venture or Entrepreneurial Venture (for example: in the research collaboration agreement, a licence-to-use space agreement, or a lease, administrative support services agreement or other)
b) the period of use should not exceed 2 years;
c) a rental fee and the costs incurred by the University to maintain and operate the uOttawa Space or associated with the uOttawa Equipment and/or Services should be recovered from the New Venture or Entrepreneurial Venture;
d) if continued use and occupation of the uOttawa Space by the New Venture or Entrepreneurial Venture is approved as per Section 8.7 the initial period of use (typically 2 years), the New Venture or Entrepreneurial Venture should be charged the standard market rent and operation costs for the uOttawa Space;
e) any University policy or procedure governing use of uOttawa Space, uOttawa Equipment and/or Services or any terms and conditions related to the use of dedicated incubator or accelerator space supported by external sponsors must be adhered to by the New Venture or Entrepreneurial Venture;
f) the University may require that the New Venture or Entrepreneurial Venture obtain and maintain insurance coverage (type and amount of insurance) arising out of the use of a uOttawa Space, uOttawa Equipment and/or Services (as determined by the University’s Office of Risk Management;
g) The University may refuse access or require individuals for whom the New Venture or Entrepreneurial Venture is responsible to leave a uOttawa Space or cease using uOttawa Equipment and/or Services if the University has reason to believe that the use of uOttawa Space, even if previously authorized is, for example:
i) contravening any University policy, procedure or directive;
ii) in conflict or competes with or is a competitor of the services delivered or made available by the University; or
iii) contravening any law, regulation or rule (whether federal, provincial or municipal) or order of a court or tribunal; or
iv) posing an unacceptable risk to the health or safety of people or to damage to property.
Annex 3 - Involvement of Researchers in the New Venture of Entrepreneurial Venture