Guidance on Student Agreements with Industry

Students working with companies and other organizations can benefit from practical experience, access to information and technology, and opportunities for forging professional relationships. The organizations have an interest in protecting their own intellectual property and trade secrets, and ensuring that students will protect them, and often also seek to own the intellectual property students create during the engagement. These opportunities and legal obligations can be navigated successfully with planning.

The following guidance addresses students not employed by UC Berkeley.

University employees, including employed students, considering a part-time contract with a company, should reference the Consulting Guidelines for Faculty and Staff

A student entering into an internship, a student experience, or capstone project may be asked by other parties to sign personal contracts. 

Students are advised to seek their own counsel for legal advice in addition to the limited guidance provided here. The University does not provide legal advice when such agreements are personal to you and do not involve University review or signature. The University does, however, negotiate University agreements, and we provide guidance to University employees concerning University agreements. If you are uncertain whether your agreement should be a University agreement, please contact the Industry Alliances Office to discuss.

Your assignment obligations

When you are handed an agreement by another party, whether for employment, an internship, or access to information or technology, you may be asked to assign your ownership in the intellectual property you create to that party. If you are not employed by any other entity, including the University, your intellectual property is yours and you are free to assign it. If you are already employed by another party, however, you likely have already assigned your intellectual property to that employer. (Note that employees of the University, including students employed by the University, have an obligation to assign intellectual property to the University.) This could lead to a conflict of obligations, where you assign your rights in the same intellectual property to two different employers. To avoid creating a conflict of your assignment obligations, you may need to end employment with one entity in order to sign an agreement with another entity that requires the same assignment.

To learn more about your intellectual property rights, see the Guide to Intellectual Property as a Student at the University of California.

Sign and date your agreement in present time and avoid backdating. To avoid drawing in prior university research results or intellectual property created by you or others into your work with another party, the agreement you sign with the other party should cover the date when your actual work with the other party begins, and after any university employment has been stopped. Backdating your personal agreement with another party runs the risk of roping in earlier work that may have been conducted at the University, using University resources, and assigned to the University. In such cases, intellectual property rights are possibly obligated to another third party than the party you are working with.

Your confidentiality obligations

When you are handed an agreement by another party, whether for employment, an internship, or access to information or technology, you may be asked to keep confidential information you receive, discuss, or see or may be exposed to by that party. When you sign such an agreement, you have a personal obligation to keep that information confidential. Confidential information cannot be shared back with your academic advisor or a student group or lab, and it cannot be publicly presented or published in papers or a thesis or dissertation. For this reason, it is important to consider in advance what information you may need to discuss and to publish for your research. It is important to discuss these needs with your advisor and the other party providing you the agreement. If a new question has arisen about certain information you are already bound to keep confidential, it may help to initiate a conversation with your advisor and the party with whom you have an agreement.

If the information you are being asked to keep confidential could possibly be connected with your research including your intended publications, your thesis or dissertation, it is important to discuss and document the information you will need to use in your research. You will also need the freedom to discuss your research with your advisor, and that should be a non-confidential discussion.

If you encounter a conflict between your confidentiality obligation and your degree progress, you might need to rescope your presentation, publication, thesis or dissertation, or rescope the work you will undertake with the other party, or take a break from one or the other to avoid a conflict.

To learn more about your intellectual property rights, see the Guide to Intellectual Property as a Student at the University of California.

To view the University of California's hiring document, see the University of California State Oath of Allegiance, Patent Policy, and Patent Acknowledgment.

While student agreements with third parties are personal agreements between students and those parties, the University has an interest in students signing sound agreements. That interest includes avoiding risk factors that could interfere with a student’s academic advising, research, publications, and career prospects. The University also has an interest in discouraging contract terms in students’ personal agreements with other parties that could create risks for the University, including risks to University faculty, staff, and other students. The University also has responsibility where participation in a University program, such as a capstone program, requires engaging with another party, and that engagement cannot be undertaken without the student signing a personal agreement with the other party. Academic departments are advised not to require students to undertake an activity that involves the student signing away legal rights as a condition to the student's education at the University.

To the extent possible, it is important for students to have program options and that signing a personal agreement involving their own intellectual property is voluntary.

Questions for discussion

When advising students on their relationships with other parties that may overlap with their education and research at the University, the following questions may be helpful. It is easier to proactively design an engagement.

  • What does the student need to gain from the experience?
  • What is the student’s employment status prior to the engagement with the other party? Could conflicting intellectual property assignment obligations arise, and how will those be resolved?
  • Does the student have intellectual property that should be disclosed to the University, or be otherwise protected (if not employed by the University) before signing the other party’s agreement?
  • Do faculty members or other research staff or students have intellectual property to disclose prior to the student’s signing the other party’s agreement?
  • What does the academic advisor or principal investigator need to know about the student’s research results with the company in order to advise?
  • What area of research or information does the student need to keep free from confidentiality obligations in order to publicly present the student’s research and to publish, including publishing a thesis or dissertation?
  • Does the other party want to student to bring back any proprietary information, data, or technology to campus? If so, what is it? Must it remain confidential? Is it subject to export controls, and which ones? Positive responses here should be referred to the IPIRA Industry Alliances Office for assistance.

To learn more about your intellectual property rights, see the Guide to Intellectual Property as a Student at the University of California.

To view the University of California's hiring document, see the University of California State Oath of Allegiance, Patent Policy, and Patent Acknowledgment.


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