Terms and policies

This page is written for your counsel and your procurement lead. Thalamus Biosciences LLC is a California single-member limited liability company. Questions about anything here go to lucas@thalamusbio.com.

Standard positions

These eight are the only positions I redline over. Everything else in your paper, I concede in the first turn.

Background-IP carve-out, with a perpetual license to you. My pre-existing pipelines, frameworks and methods stay mine; you get a perpetual license to use them in the deliverable.
Deliverable IP assigns to you on payment in full. The deliverable is released on delivery under an internal-evaluation license until it is paid for.
Liability capped at the fees under the statement of work, with a mutual exclusion of consequential damages.
Client-decision indemnity. I advise; you decide.
Non-exclusivity. I serve other companies in the same therapeutic areas, targets and modalities.
Payment through termination, for work performed.
Deemed acceptance ten business days after delivery, absent a written rejection stating specific deficiencies.
A retention carve-out: one archival copy of executed agreements, invoices, correspondence and final deliverables, kept for seven years for legal and tax purposes, subject to continuing confidentiality. This one is non-negotiable.

Conflicts policy

I do not accept any engagement whose objective is diligence on, or competitive intelligence about, my former employer or its publicly disclosed partnered assets. That restriction is standing and has no expiry date. I will not at any time accept an engagement concerning a program I personally worked on while employed there.

Work adjacent to my prior areas proceeds only under a written clean-room statement: I rely only on the public literature and on what you provide. I run a conflict check before every engagement and log it before signature. Client data is stored separately per engagement.

I accept no fee, commission, equity, discount or other consideration from any CRO, vendor or third party in connection with a recommendation I make to you. I will disclose any advisory, equity or referral relationship I have with any vendor I recommend.

The wall runs both ways. I hold a former employer's confidential information with the same discipline I hold yours.

Independent-business status

I operate as a registered California limited liability company with my own equipment, serving multiple clients, advertising services to the public, and controlling the method, hours and location of the work. These are the facts that California Labor Code section 2776 asks for, and they are true. Your public materials should describe me as an independent consultant, not as an employee, officer or head of any function.

Data handling

Full-disk encryption on every device; multi-factor authentication on every account; a password manager; no shared or personal devices.
Your tenant is the system of record for your data wherever you have one.
Client data segregated per engagement; no personal cloud accounts, ever.
Raw imaging and electrophysiology archives stay on your storage, or on encrypted media you supply and I return at the end.
No raw data by email; client-approved channels with expiring links.
Working copies deleted within thirty days of final payment or termination, with written certification on request.
Notice within seventy-two hours of confirming unauthorized access to your data.
No client data in any generative-AI or third-party machine-learning service without your written consent. Models, classifiers and analysis code developed on your data are deliverables and belong to you.
One reasonable security questionnaire per client per year at no charge.

Paper

Under roughly twenty-five thousand dollars I lead with a short-form agreement of three to four pages. Larger engagements use my master services agreement plus a statement of work, or yours; I negotiate only the standard positions above. Signature is by Dropbox Sign, or your DocuSign if you prefer.

Publicity

Neither of us uses the other's name, logo or marks publicly without prior written consent. I may describe the general nature of the work in a way that cannot reasonably be used to identify you, your targets, compounds, programs, personnel, vendors or results. Any testimonial, quotation, case study, logo use or reference call runs only under a separate written publicity consent, which you may revoke prospectively on thirty days' notice.