Signature authority is a critical area for the TTO; it dictates whether the TTO director has independent authority to negotiate and sign binding IP-related contracts. Giving the TTO signature authority ensures the TTO’s independence and efficiency and maintains an effective “buffer” between institutional leadership and the business interface of the TTO.
Without signature authority, it is difficult for a TTO to operate a Tech Transfer negotiation effectively. Private sector partners complain about the slow pace of negotiating agreements with PSRI and this pace is typically glacial if the TTO director does not have signature authority. As mentioned, it is also a sound practice to keep senior leaders away from the business side of the TTO function to avoid ethical pitfalls, improper influence, and the institution becoming too “commercial minded.”
Of course, the institution may want to spread some signature authority between the TTO and the institution’s legal office. This is normal and acceptable. In such cases, it is good practice for the TTO director to develop a good working relationship with the head of the legal office. This working relationship should include an understanding that the legal office will be ultimately responsible for the basic legal structure of all TTO agreements but that the TTO will negotiate and implement them. The TTO will have full autonomy regarding all financial, business, and IP terms while the legal office will have final say on any variations from an agreed-to template of legal structure. One thing should be made clear: inventors do NOT have any signature authority in TTO agreements.
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