Clauses, in Plain English

Conductscience provides standard contracts that all parties can agree to in a quick and easy manner. This removes the unfair power dynamic between well capitalized academic institutions and smaller subsuppliers and manufacturers, allowing for greater transference of technology into the market. These contracts are created to be as standard as possible with key modifiers. These modifiers include:

  • Revenue amount (as a %): Our standard is 8% of revenue goes to the invention institution of top line revenue.
  • License amount (as a $): Our standard is $5000 for the licensing amount.
  • Milestones: When an agreement is successful, there can be clauses to create milestones to benefit the academic institution. For example, after 10K of sales, 1K will go to the institution. We do not encourage the use of these, as we think they mis-align incentives between the entrepreneur and institution. However we do understand these are quite standard within technology transfer contracts, so we created modifiable clauses for this purpose.
A Key Clause: Right to publish. The licenses never , in any way, prevent academic institutions from publishing and creating scientific literature, or even furthering submitting grants. We understand that science is the core of all that academic institutions do, and these contracts will never limit this purpose.

Duty for Commercialization

The Duty for commercialization clause creates a key limit to the transfer: that this is a negotiation in good faith between the inventor andConductscience. We’re here to get your tool to the real world. The item should be sold properly and make it to market within a reasonable time, and there is an attempt at commercialization at ConductScience.

We understand that not all inventions have commercial potential. If there is a question of if ConductScience is the right fit, we often suggest taking the non exclusive route. This is to protect both the academic and ConductScience, to ensure there is minimal risk on both sides to fail to monetize.

As they say in the Valley–>”fail fast”. That is great. We aren’t in the business of encouraging patent trolls. That hurts humanity and prevents the world from creating toosl to conductscience that can make a difference in the world.

NET 30 and other payment terms

We specify standard terms in our contracts in regards to monetization and payment.

1) NET30–Conductscience and our partners will pay the licensing institution at Net30 when they receive payment. Institutions will provide a clear channel of communication and easy to use channel to deliver payment.

2) Conductscience will keep our own books clean and allow a periodic audit by the licensing university if there are issues.

3) Conductscience and Institutions will use the local currency, if there are others than this shall be discussed beforehand

4) Taxes will be paid appropriately by Conductscience in the appropriate manner

5) No escrow for payments, they will be direct from Conductscience to institution

These terms are standard and are meant to create simplicity and speed in the negotiation.

Damages and Warranties

Ah, the old conundrum of whose responsible if it breaks. If our suppliers create your device and it breaks, it is up the us and the suppliers to fix it as well as handle warranties and agreements. The academic institution should obviously give advice on predictable issues, but since ConductScience ultimately decides the manufacturing and the scaling, we are thus are responsible for the technology, code, hardware, or other parts that dictate the performance.  In the case of our Partner Qolty.com, for example, they handle the code and manufacturing of the digital health tool as well as server maintenance and HIPAA compliance. This de-risks product maintenance from the academic institution, allowing them to focus on research, publications, and utilization.

Sublicenses

The contracts allow Conductscience to sub-license , create subcontracts, affiliate marketing licenses, and such. It’s our responsibility, ultimately, to get your inventions sold so that we can improve the tools to conductscience. We seek to pay the original scientist and institution and we do everything within our network to sell the products.

Arms Length Deals

Conductscience seeks to create transactions that benefit both the academic institution and the entrepreneur, and arms lengths deals ensures that the entrepreneur is truly selling into the market. A key clause is that at conductscience, we will truley seek sell the invention on our marketplace where we have “arms length” away from the customer.