Guidance for Students/Advisors Relating to Student Externships/Internships

Frequently, the MIT Office of the General Counsel (OGC) is contacted by students, research and academic advisors and administrative officers in various DLCs concerning questions related to a student’s externship or internship opportunity.

Questions typically relate to the terms under which the externship/internship employer would like the student to participate and usually involve the student or advisor sending the OGC the actual agreement the student is required to sign and asking for assistance. Can the student sign this? Should the student sign this? What does it all mean? Will it (negatively) impact the student’s research at MIT? 

Often the only way the desired externship/internship employer will take on the student is if the student commits in writing to certain terms. And because the relationship is between the student and the employer—separate from MIT—MIT cannot negotiate or execute these agreements on behalf of students.  That said, while OGC cannot negotiate these agreements, we can provide some general advice concerning the consequences of certain terms and some suggested adjustments that the student (or, in certain circumstances, an advisor, DLC representative or the Office of Graduate Education) may suggest to the employer.¹

The guidance below is intended to operate as a checklist. Please feel free to contact Claire Schneider, Counsel, OGC, with any follow-up questions.

1. Confirm that this is an externship/internship.
   1. Ensure the arrangement is not intended as a consulting arrangement. (See MIT policies for graduate students who want to consult) What is the difference between an externship/internship and a consulting arrangement?
      1. Externships/internships should not restrict a student’s right to publish (i.e., thesis, other academic journals) – students should be able to integrate learning from their externship/internship into their academic pursuits.
      2. Externships/internships may be paid or unpaid.
      3. Externships/internships should (ideally) not overlap with specific ongoing MIT coursework or research.
         1. BUT, externships/internships may overlap with the subject matter of an MIT research project or thesis (by contrast, consulting arrangements—where permitted by MIT for students—must be separate and distinct from MIT research).
2. Be specific about the term (i.e., the duration of the externship/internship).  
   1. Ensure (ideally in any agreement you sign with the company, or, at the very least in writing by email) that you do not have continuing obligations to work on your externship/internship project or other company work once the externship/internship ends.
      1. Do not bring company projects back to MIT (unless specifically permitted by the company and your advisor).  This does not include incorporating the results or learnings from your externship/internship into your thesis or other publication, subject to any review rights of the company.
         1. By way of example – do not continue working on company software code back at MIT after your externship/internship has ended. However, with clear acknowledgement and (written) agreement from the company and your advisor you might be able to incorporate the results from testing certain materials or running certain experiments into your thesis.
      2. Bringing company projects back to MIT can cause a conflict of commitment or taint IP generated in your research at MIT (which may create issues related to third party obligations MIT owes its research sponsors and collaborators).
         1. Discussing the project you plan to work on during your externship/internship with your advisor before starting your externship/internship is usually a good idea.
   2. Try to ensure that the obligations you agree to in any agreement only pertain to the term of the externship/internship.
      1. For example, try to make sure that you must only treat information that you receive during the term of your externship/internship and while you are performing your company project(s) as part of your externship/internship as confidential company information. Ideally, you should only have a 3 or 5 year obligation to keep such information confidential.
3. Make sure you understand any confidentiality or non-disclosure obligations you are being asked to sign.
   1. For example, make sure you understand what you are being asked to treat as confidential (e.g., everything you see and hear while on company’s premises during your externship/internship?)
4. Review IP clauses and ensure that you understand whether, and to what extent, you are being asked to assign any inventions, software or other copyrightable materials you create during the term of your externship/internship to the company or whether you retain any rights yourself.
   1. Ensure that the company acknowledges that any publication you author that may incorporate results/learning from your externship/internship will be owned by either you or MIT (consistent with MIT’s policies).
      1. You may agree to permit the company to review any such publication to ensure that you did not accidentally incorporate any company confidential information. However, be wary of allowing the company to extend this review period for too long or exert too much control over your proposed publication.
5. Remember, you sign any externship/internship agreement in your own individual capacity; MIT is not the signatory.
   1. Ensure that you are not committing MIT to any obligations.
      1. For example, if your company wants to share data with you, it may try to obligate MIT to certain data use restrictions and obligations. Unless the research is being performed by MIT (rather than you, in your individual capacity, as an extern/intern) the company should not be sending data to MIT pursuant to a data use agreement with MIT.
      2. If you are uncomfortable with the obligations the company expects you to take on as part of your externship/internship, please reach out to your advisor, one of the resources listed below or OGC.
   2. Ensure that the company acknowledges you have pre-existing obligations to MIT (e.g., commitments related to IP, by virtue of your signing MIT’s IPIA*).  *Most undergrads do not have IPIA commitments but all graduate students do.
      1. Provided that the externship/internship agreement’s IP provisions are not written too broadly, your obligations to MIT should not interfere with any limited IP assignment obligations you have to the company.  Assignment obligations to the company should relate only to IP generated in the course of performing your externship/internship project during the term of such externship/internship (and, most typically, on the employer’s premises – i.e., not in an MIT lab).
   3. Ensure that you are not committing anyone else in your lab (e.g., advisor, other PI) to assist you in your externship/internship project (without advance permission and discussion).  Involving other researchers in your externship/internship activities may move the arrangement toward a research collaboration and away from an externship/internship opportunity.  When other researchers become involved in collaborating with a company, MIT may need to enter into an agreement with the company.

In addition to OGC, below are some other helpful resources:

Information about student IP ownership: https://ovc.mit.edu/guiding-principles-regarding-student-intellectual-property-rights/

Free legal help for students concerning questions about externship/internship arrangements or contracts more generally: BU/MIT Law Clinic, https://sites.bu.edu/techlaw/

Questions about IP: Technology Licensing Office, tlo@mit.edu  

Other questions: Office of Graduate Education, odge@mit.edu