[Note: Words contained in brackets indicate that you must choose among the alternatives listed, insert appropriate language, replace the given variable with another or, if the bracketed material is a note to you, like this one, remove the material. Be sure you have addressed all bracketed issues and removed all brackets before signing your agreement.]
This Agreement is made the [date] day of [month], [year], by and between [name of author] ("Author," and if there is more than one author then all of them collectively), [name of institution] ( "University"), and the University of Texas System TeleCampus ("TeleCampus").
A. TeleCampus plans to publish a series of courses entitled "[name of course series]" (the "Collective Work").
B. The Author and University shall each contribute copyrightable expression to and intend to be joint owners of educational course materials entitled "[name of individual course]" that will become one or more elements of the Collective Work.
C. The Author and the University recognize that under law, each could act independently of the other in exploiting the Work (defined below), with only an obligation to account to each other for a share of any profits. In furtherance of their mutual objectives, they instead will allocate certain of their jointly held rights and responsibilities as set forth in this agreement.
THE AUTHOR, THE UNIVERSITY AND THE TELECAMPUS AGREE THAT:
(a) All contributions of original manuscripts or other original materials submitted in connection with this Agreement by the Author and the University to the TeleCampus (the "Work") shall remain the joint property of the Author and the University. Author and University grant TeleCampus the non-exclusive right to offer the Work as a TeleCampus course at least once for each year of the term of this Agreement, and to modify the course as may be needed to have it taught in Author's absence, as further set forth herein, without a right to sublicense any use of the Work outside of The University of Texas System. Any such outside sublicense of the Work will require a separate agreement with the Author and the University. If the Author fails to teach the course any one or none of the minimum times required herein, TeleCampus may secure an alternative instructor. TeleCampus shall own the entire right, title and interest in and to the copyright in the Collective Work and in and to all works based upon, derived from, or incorporating the Collective Work and in and to all rights corresponding to the foregoing throughout the world.
[Choose this first set of paragraphs (b) through (d) if the Author and University want only one or the other to have the right to license the Work to others besides the TeleCampus.]
(b) [Author/University] (the "Exclusive Licensor") shall have the exclusive right to license the Work to others, including, without limitation, the rights described in Section 8.
(c) [Author/University/Both the Author and the University] shall retain a nonexclusive right to use the Work for non-commercial educational purposes.
(d) The Author and the University shall share in royalties, if any, as set forth in Section 7.
[Choose this second set of paragraphs (b) through (c) if both the Author and the University will have the right to license the Work to others besides the TeleCampus or if commercial exploitation is not likely at all.]
(b) The Author and the University have not chosen to further allocate the right to commercially exploit the Work to either of them. Both retain all their rights to license the Work to others and to use the Work for non-commercial purposes.
(c) The Author and the University shall share in royalties from any commercial exploitation by either of them as set forth in Section 7.
(a) The Author and the University will prepare and deliver the Work to the TeleCampus according to the schedule set forth in Attachment A, with all illustrations, charts, graphs, and other material, including syllabi, handouts, reference lists, etc., in the medium mutually agreed upon for the Work in form and content satisfactory to TeleCampus.
(b) The Author will attend all mandatory training sessions held for TeleCampus contributors.
(c) The Author will cooperate with TeleCampus instructional design staff. TeleCampus design staff shall have sole discretion to make all decisions concerning course design.
(d) Within thirty (30) days after the parties have executed this agreement, Author shall convey to TeleCampus staff the name of one or more persons who have agreed to be Author's production assistant(s).
(e) The Author will assure that no more than 20% of the Work content consists of materials resident on or prepared by a commercial vendor's website, such as but not limited to, textbook publishers' websites.
(f) The Work must be approved by the TeleCampus Academic Affairs Committee.
(g) The Author shall take and pass the Copyright Crash Course Tutorial Test within [30 days] after executing this agreement.
(h) The Author will teach the course at least once for each year of the term of this Agreement. For example, Author must teach the course 3 times if the term is 3 years, even if one or more of those times is after the term has ended. If Author is unable or unwilling to teach the course the required number of times, Author's obligation to teach the course shall terminate and University or TeleCampus may terminate the Agreement pursuant to Section 9(b), but the right to provide for alternative teaching arrangements including modification to the Work necessitated thereby, shall survive such termination.
(i) Author's or University's failure to meet any of these obligations, including but not limited to the obligation of strict adherence to the schedule set forth in Attachment A, shall be a material breach of this agreement entitling the TeleCampus immediately to terminate this agreement pursuant to Section 10(b) and to recover from the Author and/or the University any sums or other resources advanced in connection with the Work. Upon such termination, neither the University nor the Author may not have the Work published elsewhere until such advances have been repaid.
With the exception of short excerpts from others' works, which constitute fair use, Author's and University's respective contributions to the Work will contain no material from other copyrighted works without a written consent of the copyright holder. The Author and the University will obtain such consents after consultation with the TeleCampus and will file them with the TeleCampus at the time the Work is delivered. Any obligations associated with permissions will be the responsibility of the Party that obtained the permission.
The Work shall be distributed, transmitted or published by the TeleCampus as soon as circumstances permit after receipt, at its own expense, in such manner as it shall deem appropriate.
(a) The Author authorizes the Univeristy to register copyright in the Work in the Author's and University's names in the United States and elsewhere as the University may elect.
(b) The TeleCampus, in its sole discretion, will decide whether to register copyright for the Collective Work in its own name and at its own expense.
(a) The Author and the University warrant that they are the only owners of the Work and have full power and authority to make this agreement; that they have made a good faith effort to follow the U.T. System Copyright Policy and that the Work does not infringe any copyright, violate any property rights, or contain any scandalous, libelous, or unlawful matter.
(b) To the extent that an act of the University or the Author that results in a claim of copyright infringement was authorized by the U.T. System Copyright Policy, in accordance with that Policy and to the extent authorized by the Constitution and laws of the State of Texas, the U.T. System will defend, indemnify and hold harmless the University and the Author against all claims, suits, costs, damages and expenses that they may sustain by reason of such infringement or violation by them of any copyright.
(c) In all other cases, the University and the Author will defend, indemnify, and hold harmless the TeleCampus and/or its licensees against all claims, suits, costs, damages, and expenses that the TeleCampus and/or its licensees may sustain by reason of any scandalous, libelous, or unlawful matter contained or alleged to be contained in the Work or any infringement or violation by the Work of any copyright or property right; and until such claim or suit has been settled or withdrawn, the TeleCampus may withhold any sums due the Author and/or the University under this agreement.
(a) In consideration for the grant of rights set forth in Section 1 and delivery of the Work in accordance with the provisions of this agreement, TeleCampus shall pay University [amount] upon execution of this agreement [and contribute the following resources to the creation of the Work]:
[Graphics, Instructional Design, Production Assistance, Course Maintenance and Backup and Marketing to Prospective Students]
(b) University will contribute the following resources to the creation of the Work:
[Materials, Hardware, Software, Technical Assistance, Other Assistance, Videotaping, Programming, Teaching Load Credit (include percent and for which semester), Funding.]
(c) University will provide release time to the Author adequate to insure that the Author can meet the contractual obligation to teach the course through the TeleCampus during the entire term of this agreement.
(d) University will provide all funds required to secure permissions Author determines are needed pursuant to Section 3.
[Choose one of the following paragraphs.]
(e) The Author and the University shall share in any revenues from the commercialization of the Work as follows: University will first recover its resource contribution in the amount of $___, then the Author and the University shall share profits 50% to the University and 50% to all Authors (to be shared evenly among the Authors if more than one.)
or
(e) The Author and the University shall share in any revenues from the commercialization of the Work as follows: The Author and the University shall share profits 50% to the University and 50% to all Authors (to be shared evenly among the Authors if more than one.)
or
(e) The Author and the University do not anticipate commercial exploitation of the Work and so have not addressed University's recovery of its contribution or allocated royalty percentages to either of them.
[Please see "What is Consideration?" for more information about how this Section and Section 1, Rights Granted, relate, and how to make this Section reflect your particular needs.]
[Choose one paragraph depending on which set of paragraphs you chose for Section 1.]
The Exclusive Licensor shall have the right to license, sell, or otherwise dispose of the following rights in the Work: Publication or sale by book clubs; reprint rights; foreign rights; translation rights; publication in anthologies, compilations, digests, condensations; first and second serial rights (in one or more installments); dramatic, motion picture, and television rights; broadcast by radio; recordings; electronic, mechanical, and visual reproduction; computer programs; microprint, microfiche, and microfilm editions; syndication rights; permission rights (quotations, excerpts, illustrations, etc.); any other rights to the Work not specifically enumerated; and otherwise utilize the Work and material based on the Work.
or
The University and the Author do not anticipate commercial exploitation of the Work and so have not allocated the exclusive right to license subsidiary rights to either of them.
The Author shall retain the right to revise the Author's contribution to the Work [at one year intervals] during the term of this agreement in accordance with academic standards. The Author further agrees to update the Work within ninety (90) days upon the receipt of a written request from the TeleCampus. The provisions of this agreement shall apply to each revision of the Work by the Author as though that revision were the Work being published for the first time under this agreement. In the event that the Author is unable or unwilling to provide a revision within one year after the University of the TeleCampus has requested it, or should the Author be deceased, the University or the TeleCampus may have the revision made and charge the cost against the Author's royalties or sums due the Author under Section 7 above, if any, and may display, in the revised Work and in advertising, the name of the person or persons who perform the revision.
[Choose this first set of paragraphs if the Author and the University expect to commercially exploit the Work and have given either one or the other the exclusive right to license the Work, in accordance with what you chose in Section 1.]
(a) This agreement shall remain in effect for [three (3)] years unless terminated earlier in accordance with this Section 10. Upon expiration of the term and any renewal term(s) agreed upon pursuant to Section 10(e), or upon earlier termination in accordance with Sections 10(b), (c) or (d), the rights granted to the joint owners in the Work shall revert to those provided to joint owners under law subject to retention by the TeleCampus of a non-exclusive right to use the the structure and organization of the Work as a guide for the creation of a new course.
(b) If Author or University breaches any obligation contained in Section 2, TeleCampus shall be entitled to terminate this agreement immediately and obtain the remedy or remedies set forth in Section 2.
(c) In the event that any party shall be in default of its material obligations under this agreement and shall fail to remedy such default within sixty (60) days after receipt of written notice thereof, this agreement shall terminate upon expiration of the sixty (60) day period.
(d) The Work shall be considered to be "in use" if it is made available by the Exclusive Licensor for distribution or transmission, offered for sale or licensed for distribution, transmission or sale during the term of this agreement. If the Exclusive Licensor fails to keep the Work in use and the other joint owner makes a written request to terminate the rights granted in Section 1 (b), the Exclusive Licensor shall notify the other joint owner in writing of its decision in the matter within sixty (60) days after receipt of the written request. If the Exclusive Licensor elects to keep the Work in use, it shall have six (6) months thereafter to comply. If the Exclusive Licensor elects not to keep the Work in use or fails to comply with the six (6) months deadline (unless the failure is due to circumstances beyond control), then the rights granted in Section 1 (b) and the royalty sharing provisions set forth in Section 7 shall terminate.
(e) Upon the expiration of the term of this agreement, the parties may agree to renew this agreement for an additional [three (3)] year term, upon the same terms and conditions as set forth herein.
[Choose this second set of paragraphs if the University and the Author do not expect to commercially exploit the Work or if neither has the exclusive right to license the Work to others under Section 1.]
(a) This agreement shall remain in effect for [three (3)] year(s) unless terminated earlier in accordance with this Section 10. Upon expiration of the term and any renewal term(s) agreed upon pursuant to Section 10(d), or upon earlier termination in accordance with Sections 10(b) or (c), the rights granted in the Work shall revert to those provided to joint owners under law subject to retention by the TeleCampus of a non-exclusive right to use the the structure and organization of the Work as a guide for the creation of a new course.
(b) If Author or University breaches any obligation contained in Section 2, TeleCampus shall be entitled to terminate this agreement immediately and obtain the remedy set forth in Section 2.
(c) In the event that any party shall be in default of its material obligations under this agreement and shall fail to remedy such default within sixty (60) days after receipt of written notice thereof, this agreement shall terminate upon expiration of the sixty (60) day period.
(d) Upon the expiration of the term of this agreement, the parties may agree to renew this agreement for an additional [three (3)] year term, upon the same terms and conditions as set forth herein.
Nothing contained in Section 10 shall affect any license or other grant of rights, options, or agreements made with third parties prior to the termination date or the rights of either the University, the Author or the TeleCampus in the income resulting from such agreements.
The written provisions contained in this agreement constitute the sole and entire agreement made among the Author, the University and the TeleCampus concerning this Work, and any amendments to this agreement shall not be valid unless made in writing and signed by all parties.
This agreement shall be construed and interpreted according to the laws of the State of Texas and shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives; and references to the Author, the University and the TeleCampus shall include their heirs, successors, assigns, and personal representatives.
IN WITNESS WHEREOF, the parties have duly executed this agreement as of the date first written above.
| Author: Address: |
The University of
Texas [at (name of component) ] By Authorized Officer : |
| Author: Address: |
The University of
Texas System TeleCampus By Authorized Officer : |
| ____________________________ Dean of Author's College |
Please print out a copy of your Work Schedule and attach it to this agreement as Attachment A.
TeleCampus
Funded Contribution to a Collective Work
Contribution to a Collective Work | Joint
Ownership Agreement
Work Made For Hire Agreement | Telecourse
Agreement (Faculty Ownership)
Agreements, Forms and Samples | Intellectual
Property Section
University of Texas
System Office of General Counsel
Comments to intellectualproperty@utsystem.edu
Last updated: August 11, 2004