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 general, project-based legal assistance to start-ups and venture capital firms both within and outside of the University of Chicago ecosystem.

What We Do

The Innovation Clinic assists clients on broad range of transactional and regulatory matters, including:

  • Basic seed financing documents, such as purchase agreements, SAFEs and convertible notes;
  • Entity formation;
  • Shareholders’ agreements, founders’ agreements, operating agreements and other internal governance matters;
  • Employee and independent contractor arrangements, including equity grants;
  • Equity incentive plans;
  • Conversions and re-domestications;
  • Commercial contract drafting, negotiation and review;
  • Terms of service and privacy policies; and
  • United States federal and state regulatory guidance, including to inform general compliance, product design or rollout strategy.

Working With Us

The Innovation Clinic does not charge any fees for its services, however, to the extent the Innovation Clinic incurs expenses on behalf of a client, for example, in connection with filings with state agencies, the client is responsible for bearing that cost.

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, professional services, advertising and food and beverage, among others.

Because the Innovation Clinic has limited bandwidth and is intended to provide an exceptional pedagogical experience for its students, we take engagements on a per project basis and are not a wraparound legal services solution for our clients. This enables the Innovation Clinic to flexibly tailor its work to students’ interests and manage capacity in order to serve as many clients as possible. We are always willing to work hand in hand with paid counsel to facilitate our clients’ use of our services. During our intake process, we prioritize projects offering the best practical learning experiences for our students, with an eye to taking a variety of projects in any given quarter.

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.

In situations where the Innovation Clinic is not able to take an engagement for any reason, we are still happy to answer general questions and provide high level guidance to start-ups on a one-off basis to the extent permitted by the Illinois Rules of Professional Conduct.

What We Don’t Do

The Innovation Clinic does not provide the following services at this time:

  • Litigation or arbitration representation;
  • Patent searches and filings;
  • FDA or SEC filings (however, we are willing to work with paid counsel in preparing such filings);
  • Tax;
  • International law;
  • Grant applications; and
  • Representation where the University of Chicago is a counterparty in the transaction.

Learn More

Potential clients interested in working with the Innovation Clinic should contact its director, Emily Underwood, at to set a time to discuss their legal needs. If you and the Innovation Clinic determine that the Innovation Clinic can serve your needs, you will be asked to sign the Innovation Clinic’s standard engagement letter prior to work commencing. Breaks in the academic calendar, which fall during March, early June, September, and December, are the best times to contact the Innovation Clinic for intake, as those are the times when we are triaging our bandwidth for the coming quarters. However, we do accept clients on a rolling basis throughout the year, subject to capacity at any given time.

Students interested in enrolling in the Innovation Clinic may consult the course description in the University of Chicago Law School’s course catalog for more information, and may also feel free to reach out to Professor Underwood any time to discuss.