Sub-regulations for Spin-off Companies

Preamble

• This partial scheme, as confirmed by the Executive Board of the Radboud University Nijmegen and insofar as pertaining to Radboud University Nijmegen, is an integral part of the General Rules for Knowledge Protection and Exploitation.
• This partial scheme applies to employees who start up a new company or want to take part in an existing company that to a high degree is based on knowledge and technology acquired at Radboud University Nijmegen. Such a company will from here on be referred to as a ‘spin-off company’.
• This partial scheme is supplementary to the Secondary Activities Regulations Radboud University Nijmegen.
• This partial scheme is also applicable, insofar as possible, to individuals or parties representing the university in any other capacity and to guest lecturers, researchers and other academics of Radboud University who start up a spin-off company or want to take part in an existing spin-off company that to a high degree is based on knowledge and technology acquired at Radboud University Nijmegen, provided and to the extent to which this has been agreed upon by the parties involved.

Chapter A Employees

Article 1 Compulsory notification and permission

1. When an employee intends to start up or take part in starting up a spin-off company or take part in an existing spin-off company, he is obligated to notify his supervisor. The supervisor will then inform the dean of the faculty involved and/or director of the cluster involved of the employee’s intentions.
2. Before starting up a spin-off company or taking part in an existing spin-off company, the employee must first request the permission of the dean and/or cluster director. The dean and/or cluster director will base their decision on the criterion that starting up a spin-off company or taking part in an existing spin-off company may not impact negatively on the performance of the employee’s academic duties, nor may it compete with the employee’s academic duties, as referred to in article 3 of the Secondary Activities Regulations Radboud University Nijmegen.
3. The dean and/or cluster director will decide on the employee’s written request for permission, as referred to in the previous paragraph, within 8 weeks. The dean and/or cluster director may decide to extend this period by a maximum of 4 weeks.

Article 2 Employer-employee agreement

In relation to the prevention of an (apparent) conflict of interest and to increasing transparency, an employee starting up or taking part in starting up a spin-off company or taking part in an existing spinoff company must make clear agreements in writing with his supervisor on at least the following topics:

a. If an employee starts up or takes part in starting up a spin-off company:

• the nature, scale and duration of the employment at Radboud University Nijmegen after starting up or taking part in a spin-off company;
• the employee’s level of involvement and participation in the spin-off company;
• the ownership ratios of the knowledge involved; setting the value of the knowledge involved; making further agreements with regard to ownership transfer of the knowledge involved or licensing of knowledge and the possible returns that may result directly or indirectly from this knowledge transfer;
• agreements on a possible business relationship between the employer and the employee who starts up or takes part in starting up a spin-off company, witch involves the exchange of services, according to market prices;
• further agreements on value, compensation, use and duration with regard to the use of the employer’s facilities (for instance accommodation, IT network, devices etc.) by the spin-off company;
• agreements on the employee’s coaching or support for fellow employees and/or students of Radboud University Nijmegen in possible activities to the benefit of the spin-off company;
• guidelines and instructions on how the employee must act in case of a possible conflict of interest.

b. If an employee takes part in an existing spin-off company:

• the nature, scale and duration of the employment at Radboud University Nijmegen;
• the employee’s level of involvement and participation in the spin-off company;
• the ownership ratios of the knowledge involved; setting the value of the knowledge involved; making further agreements with regard to ownership transfer of the knowledge involved or licensing of knowledge and the possible returns that may result directly or indirectly from this knowledge transfer;
• guidelines and instructions on how the employee must act in case of a possible conflict of interest.

Article 3 Conditions for part-time employment at both Radboud University Nijmegen and a spin-off company

The Secondary Activities Regulations Radboud University Nijmegen apply in the event of a combination of part-time employment at Radboud University and part-time employment at the spin-off company.

The employee must request the employer’s permission for employment at the spin-off company. This permission is given initially for a period up to a maximum of 2 years. In accordance with article 4, paragraph 1 of the Secondary Activities Regulations Radboud University Nijmegen, a check will be carried out no later than 3 months before the end of this period in the form of (annual) interviews to see whether the granted permission and agreements made on carrying out secondary activities are in need of modification. If necessary, existing agreements will be modified and new agreements made.

Article 4 Conditions for possible guarantee for reinstatement at Radboud University Nijmegen

1. When an employee’s work activities at Radboud University Nijmegen are completely terminated as a result of employment at a spin-off company, in some cases a guarantee for reinstatement may be agreed upon.
2. Whether and under which conditions such a guarantee for reinstatement is agreed upon will be further stipulated in the agreement between employee and employer as described in article 2.

Article 5 Establishing an agreement

The agreement as described in article 2 will on behalf of the employer be signed by the Executive Board. The Executive Board can authorize the dean and/or cluster director to sign this agreement.

Chapter B Relationship between Radboud University Nijmegen and the spin-off company

Article 1 Partial ownership of Radboud University Nijmegen

1. If Radboud University Nijmegen takes a stake in a spin-off company, this ownership is generally limited to a minority stake. The university will place this minority stake in a limited company created specifically for this purpose.
2. In order for Radboud University Nijmegen to take a stake in a spin-off company the dean or cluster director needs prior written permission from the Executive Board, in accordance with the guidelines on power of attorney for deans and cluster directors.

Article 2 Conditions for knowledge transfer

Radboud University Nijmegen is in principle prepared to transfer Intellectual Property Rights and/or knowledge, or allow use under license of the latter, to an existing or still to be created spin-off company, on the following conditions:

• Radboud University Nijmegen will take into account the quality of the spin-off company’s management, enterprise and business plan.
• The Intellectual Property Rights and/or knowledge are transferred, or allowed use of under license, in accordance with current market conditions.
• Acquisition costs already made by Radboud University Nijmegen to establish and maintain Intellectual Property Rights will be covered by the spin-off company. This compensation may take place in the following ways:
  a. a one-off or periodic payment by the spin-off company;
  b. compensation in the form of royalties by the spin-off company if the knowledge involved is commercialised;
  c. a stake in the spin-off company;
  d. a share in the future increase in value of the spin-off company;
  e. a combination of the options mentioned in subsections a, b, c and d.
• After the transfer of Intellectual Property Rights the costs of maintaining these rights will be fully covered by the spin-off company.

Chapter C Other academics, individuals or parties representing Radboud University Nijmegen

The provisions described in chapters A and B are, insofar as possible, of equal validity for guest lecturers, other academics at Radboud University Nijmegen or individuals or parties representing the university in any capacity who start up a spin-off company or take part in an existing spin-off company that to a high degree is based on knowledge and technology acquired at Radboud University Nijmegen, provided and to the extent to which this has been agreed upon by the parties involved.

Chapter D Final Provision

The Executive Board of Radboud University Nijmegen can in certain cases set further conditions and/or deviate from this partial scheme.