During the past year in the International Sustainable Development Projects Law Clinic, Penn State Law students Michelle Polato and Geoff Trautman have been collaborating with students in the College of Engineering’s multidisciplinary Humanitarian Engineering Social Entrepreneurship (HESE) program to address legal barriers to implementing humanitarian projects, like low-cost greenhouses and networked health kiosks.
|Clinic students drafted a licensing agreement for the manufacture, marketing, and distribution of this greenhouse technology designed by HESE students.
The Greenhouse Project: Years of work comes to fruition
The day after finishing final exams in May 2012, Polato and Trautman flew to Kenya where they met up with Penn State engineering students who had designed a low-cost greenhouse and identified a Kenyan entrepreneur interested in marketing them all over East Africa.
HESE projects are often multiple year projects with several classes of students contributing to the iterative process. HESE not only designs products and systems, but also develops business models and finds entrepreneurial collaborators. “The greenhouse project was at a point of spinning off. The technology was sound, but without a mechanism for getting the product out, it doesn’t do a whole lot of good. It’s not innovation unless it’s adopted,” explained Professor Jeffrey Erickson
, director of the clinic.
Since the greenhouse design was ready to market, Polato and Trautman drafted a licensing agreement that would allow an entrepreneur to manufacture, market, and distribute it. After the students had the contract drafted to their satisfaction, they took it back to the HESE Greenhouse Team and explained the legal terms and ramifications to them. The Greenhouse Team later blogged, “Then, we met with the law team for what felt like fourteen hours but was actually two hours to discuss the language of the contract... This was an extremely productive session since we had the opportunity to learn a lot about how contracts are structured and what were the various facets of legal terms that we had to be concerned about.” Erickson explained, “It was a great experience with client counseling. The students addressed issues like the ‘sticks and carrots’ of various license fees, accounting and access, and treatment of derivate products.”
After revising the contract to meet the concerns of the Greenhouse Team, the students presented the contract to Dr. Kamau Gachigi, the Kenyan entrepreneur interested in marketing the product, and helped to negotiate some of its terms. Dr. Kamau embraced the project and launched a business called Mavuuno Greenhouses. Mavuno means harvest in Swahili. To avoid potential trademark disputes, Dr. Kamau had to put an extra “u” in the name (an acceptable variant) which worked out for his marketing motto – “We put the you in Mavuuno!”
“The hands-on contract drafting exercise definitely provided Michelle and me with a more detailed examination of contracts than we would have ever learned in any tradition law school contracts course,” said Trautman. “After six months of working on a project, it was nice to be able to put a face on everything. The most unforgettable moment for me was sitting at the house of Dr. Kamau to whom we were licensing intellectual property rights for building the greenhouses. It’s one thing to develop a contract on paper but another thing to be negotiating the final details face-to-face.”
During their first semester in the clinic, Polato and Trautman worked extensively on researching legal issues involved with the Mashavu project. Designed by HESE students, the Mashavu system allows Kenyans in underserved or remote communities to avoid the considerable cost in time and money of a trip to a doctor by sending a patient’s health history, medical records and current vitals from a local Mashavu kiosk to a health professional in another location. Mashavu has many possibilities for assessing health risks, promoting screening and early intervention, and helping to manage chronic diseases like diabetes.
In addition to the general issues involved in setting up and operating a business, “telemedicine” presents unique ethical and legal questions. Clinic students addressed issues such as risk and liability, medical practice, the law of contracts, employment law, and business entities in Kenya. Clinic students also drafted contracts for use between a Mashavu promoter and personnel critical to the project’s pilot.
The most recent project on the clinic’s docket involves the socially responsible Ethiopian venture NutrAfrica
, which is working to bring efficiencies of mass production to respective staple foods of Eastern African countries such as fufu, kocho, ugali, matouke, cassava products, and many others, including injera, a sourdough bread-like pancake ubiquitous throughout Ethiopia.
“There are a lot of Ethiopians in the diaspora who have settled in places like Washington, D.C., Dubai, and elsewhere in the Middle East and Europe,” explained Erickson. “NutrAfrica wants to efficiently produce and export products because there are markets to tap into.” Ethiopian exports to the U.S. are encouraged by both U.S. and Ethiopian trade policies. In the case of injera, zero-rated tax status in Ethiopia and zero import duty in the U.S. make distribution to the U.S. diaspora market a practical business goal.
The clinic will be looking at trade laws and customs regulations, both in Ethiopia and in the U.S., as well as food regulation in the U.S., to help NutrAfrica comply with all regulations on quality, packaging, labeling, and health claims, and will draft distribution contracts.
"This is just the beginning of our collaboration with NutrAfrica,” Erickson said. “Future clinic students may address a number of rising legal issues, from intellectual property to entity choice and operation.”