About the Innovation Clinic

Who We Are

The Innovation Clinic is a pro bono legal services clinic staffed by second- and third-year law students from the University of Chicago Law School. We provide transactional and regulatory legal assistance to startups and venture capital firms both within and outside of the University of Chicago ecosystem and across the country. The Innovation Clinic is industry agnostic, and has experience working with clients in many industries, including energy, insurance, education, software, sports, retail, medical device development and sales, advertising, crypto, biotech, and food and beverage, among others.

What We Do

Transactional Offerings

The Innovation Clinic’s transactional offerings are very broad. Representative samples of work that we can assist with include:

• Entity formations, conversions, and re-domestications;
• Shareholders agreements, founders agreements, operating agreements, and other internal governance documentation;
• Employee and independent contractor agreements, including equity grants;
• Equity incentive plans;
• Drafting, negotiating, and reviewing a wide variety of commercial agreements with vendors, suppliers, customers, and other potential business relationships;
• Terms of service and privacy policies;
• Software and other intellectual property licenses;
• Manufacturing, design, and cobranding agreements; and
• Seed stage financing documentation like Safes and convertible notes.

Regulatory

The Innovation Clinic specializes in assisting disruptive companies that face idiosyncratic regulatory challenges. We work hand-in-hand with our regulatory clients to help them redesign products to ensure regulatory compliance, create rollout strategies that leverage potential regulatory opportunities, and understand and potentially change the law. Our engagements in this space have included topics as broad as ensuring that an adoption platform was not running afoul of child trafficking laws in its advertising to determining whether mosquitoes sterilized in a certain manner are regulated by the EPA, USDA, or FDA, to compliance advice for multiple groundbreaking climate tech products. We do not represent clients with regulatory questions that are already well understood by many lawyers, such as data privacy compliance advice, obtaining FDA approval through well-known approval pathways, or the like. Instead, we focus on regulatory issues of first impression.

What We Don’t Do

• We cannot handle any matter in which the University of Chicago is an adverse party. We are a part of the University of Chicago, so we would have a conflict of interest representing you in any such matter. Some examples of matters where this might arise include entering into a Safe with the University of Chicago after winning funding from, for example, the New Venture Challenge or George Shultz Innovation Fund, or obtaining a license of intellectual property from the University of Chicago for your startup. We will also not advise you about your obligations under any University of Chicago policy, for example, conflicts of interest disclosures.
• We will not litigate, arbitrate, or send cease and desist letters.
• We will not draft or file any patent, trademark, or copyright filings, and we will not do clearance searches for intellectual property.
• We do not provide tax advice to you individually or your company as to how you should, for example, prepare or file tax returns or treat any item of income or loss on your tax returns. Because we do not have a tax lawyer on staff, there are also some types of transactions for which we would require you to obtain tax advice at your own expense to assist us before we would agree to represent you. We would communicate this to you in advance of your acceptance of our representation.
• We will not represent you with respect to any agreement that will be governed by any international law or any jurisdiction within the United States other than Illinois and Delaware. We will take on regulatory engagements that involve research into the laws of other states or jurisdictions, but we can only provide general information and regulatory research with respect to such jurisdictions; we cannot provide legal advice.
• We do not provide immigration advice. If there are any potential immigration issues involved in your matter, we will require you to obtain immigration advice at your own expense to assist us with the matter before we would agree to represent you.
• We do not help to write grant applications.
• We will not prepare or review any filings to be made with the SEC, CFTC, FinCEN or other federal regulators without assistance from qualified outside counsel.

Engagement Structure

We structure our engagements on a per-project basis instead of acting as outside general counsel for a specified period of time. This allows us to serve more startups’ most pressing needs, but means that a defined scope of engagement and the work we will take on is agreed at the time we begin the engagement, and we cannot add to the engagement unless you and we mutually agree. We will represent you on those matters we accept, and only those matters, for the full length of time required to complete them.

What is Pro Bono?

We provide our services pro bono. This means that we do not charge you for the time we spend working on your matter or any expenses that we incur for our own internal operations purposes. However, if there are any fees or expenses charged by third parties in connection with your matter, such as filing fees with a Secretary of State to form an entity or the cost of engaging a registered agent, those fees remain your responsibility.

Other Things to Know

The Innovation Clinic’s student staff works on a part-time basis and our operations are subject to breaks in the University of Chicago Law School’s academic calendar. There is also a significant pedagogical element to our work, where we teach students as they work on your projects. This requires significant time for review. As such, the timelines on which the Innovation Clinic operates may be slower than those of a paid law firm. We will always communicate with you about expected timeframes.

We are always willing to work hand in hand with paid counsel to facilitate our clients’ use of our services.