Regulation on the establishment of Academic Spin-Offs
Article 1 General Principles
1. eCampus Online University, hereinafter the “University”, in conformity with the general principles of Title I of its Statute, pursues the goals of research and dissemination of education culture and activity with the use of long-distance education methodologies; it also contemplates the direct participation of its personnel in already established companies or companies to be established, with the purpose of carrying out activities pertaining to industrial research, pre-competitive development, the dissemination of technology and, in any case, the new high-technology economic activities foreseen by It. Legislative Decree 297/99 and by article 11 of It. Ministerial Decree of 8 August 2000, no. 593.
2. The University encourages the establishment of private-law bodies that aim to use the results of research in innovative business contexts and to develop new products and services, in particular with the creation of “Academic Spin-Offs”.
3. The term “Academic Spin-Off” means a company that aims to use the results of university research in business activities. Towards the attainment of this objective, the University authorises the participation of its personnel, both tenured and non, also in the establishment of the company; it also puts certain services at the disposal of the company in order to facilitate its start-up and early development.
4. Other than the University, the founding partners of the Academic Spin-Off company may belong to one or more of the following categories:
a. professors and researchers of the University;
b. holders of research grants, post-graduate scholarships and doctoral candidates of the University;
c. external persons and companies, to which the University provides spaces, equipment and services.
5. Together with the persons identified in the previous paragraph, the following entities may assist the Academic Spin-Off or participate as partners therein:
a. research bodies;
b. science parks;
d. enterprises and enterprise consortia;
e. banks and financial intermediaries;
f. insurance companies.
Art. 2 Participation of the University
1. The participation in the Spin-Off of the University, which may also consist exclusively in in-kind contributions, is decided by the Board of Directors by virtue of a motivated resolution, taking into account the opinion of the University Senate.
2. In the first two years of the establishment of the Academic Spin-Off company, any activity commissioned by the University may not exceed annually 10% of the total turnover of the company; subsequently, the limit is set to 30%.
3. The Statute of the Spin-Off must foresee, inter alia, that:
a) in case of any type of transfer of shares or units held by the partners of the Spin-Off, among whom the University, a right of first refusal to be exercised in proportion to the participation held;
b) the Board of Directors of the Spin-Off include, other than the founding entity, a representative of the University from a structure other than those directly involved in the Spin-Off;
c) the remuneration for the activities performed by the partner for the benefit of the company may in no case exceed the remuneration offered in analogous situations on the market;
d) the partners may not decide to increase the capital of the Spin-Off or the amendment of the provisions of its statute without the University’s prior consent.
Art. 3 Authorisation of the use of the University’s logo
1. The University may allow Academic Spin-Offs to use its logo, as well as other forms of external communication, previously agreed.
2. The University may revoke said authorisation at any time.
Art. 4 Intellectual property
1. It being understood that the new Spin-Off company will own the intellectual property of the results of any research it carried out, the University holds the licence thereto, free of charge and for perpetuity, without any right to sub-licence.
Art. 5 Spin-Off technical committee
1. A specific technical committee, appointed by the Board of Directors, is established, which, also with the support of external experts, gives its opinion to the statutory bodies regarding the proposals of establishment/participation in the Academic Spin-Off.
Art. 6 Presence inside the structures of the University
1. The presence of Spin-Offs inside the University’s structures may not exceed 3 years.
2. This period may be exceptionally extended by the Board of Directors on grounds of convenience and opportunity.
Art. 7 Participation of university personnel in Academic Spin-Offs
1. Full-time teaching personnel and/or researchers who participate in the Spin-Off are authorised, with the right to remain employed under the same regime, to assume duties that entail operational roles and to perform paid activities for the benefit of the Spin-Off, on the condition that no paid employment relationship is established, following a statement relating to the type of relationship that they intend to have with the company and with the motivated opinion of the Council of the structure to which they belong and of the Faculty Chair.
2. The authorisation of the previous paragraph is granted for a maximum period of three years from the date of establishment of the Academic Spin-Off.
3. For subsequent years, the aforementioned personnel may work for the company in accordance with the applicable rules and regulations on employment and in conformity with the provisions of the Regulation on the authorisation of outside employment.
4. Holders of research grants, post-graduate scholarships and doctoral candidates may perform activities for an Academic Spin-Off with the authorisation of the person responsible for the research grant, the person responsible for the scholarship and of the teaching board of the doctorate, respectively, as well as of the Chairman, communicated to the Rector.
5. The Board of Directors, taking into account the opinion of the structure to which the University’s technical or administrative personnel belongs, may authorise such personnel to participate in the activities of a Spin-Off under a part-time regime of 50% or less, in accordance with the provisions of the law.
Art. 8 Conflict of interest between the Spin-Off company and the University
1. In order to avoid situations of conflict of interest, each application for the establishment of an Academic Spin-Off company must be accompanied by the resolution of the Department or Institute Council to which the partner of article 1, paragraph 3 of this Regulation belongs, relating to the absence of conflict of interest between the teaching, research and advisory activities of the structure and the activity that forms the object of the Spin-Off company.
Art. 9 Procedure for the establishment of Spin-Offs
1. The project for the creation of the Spin-Off is subject to the prior agreement of the Board of Directors which, taking into account the opinion of the relevant committee of article 5 above, as well as that of the Department or Institute concerned with regard to the absence of a conflict of interest, authorises the establishment of the Spin-Off indicating the share of the capital that will be underwritten by the University or other manner of participation.
2. The Board of Directors also appoints a member of the Board of Directors of the Spin-Off who will act as representative of the University, pursuant to article 2, paragraph 3, letter c).
3. So that a Spin-Off may use spaces, equipment and/or services of the University, it is necessary to stipulate a contract between the supporting Department or Institute and the company.
4. Said contract, approved by the Board of Directors, must indicate:
- the spaces placed at the disposal of the company;
- the equipment and any personnel that the company intends to use and the quantification of the time of use;
- an estimation of the costs of the general services to be used by the Spin-Off company;
- the possible determination of the consideration, inclusive of VAT, to be charged to the company for the entire duration of the hospitality and the related means of payment, or the reasons for which such consideration has not been charged;
- the rules under which external personnel will be granted access to the Department or Institute;
- the definition of the agreements on occupational health and safety, pursuant to the provisions of It. Legislative Decree of 9 April 2008, no. 81.
Art. 10 Transitional provisions
1. On first application and until the incorporation of the bodies foreseen by the Statute, the duties of approval and control assigned to the University Senate and the Faculty Committees will be performed by the Technical-Supervisory Committee.