[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 made the [date] day of [month], [year], by and between [name of contributor] ("Contributor," and if there is more than one contributor, then all of them collectively) and [name of institution] ( "University").
A. University plans to publish a [course/series of courses] entitled "[name of course or degree program]" (the "[Collective Work/Online Degree Program]").
B. Contributor has written or co-written one or more elements of the [Collective Work/Online Degree Program].
THE CONTRIBUTOR AND THE UNIVERSITY AGREE THAT:
All contributions of original manuscripts or other original materials submitted in connection with this Agreement by the Contributor (the "Contribution") shall remain the property of the Contributor. Contributor grants University the non-exclusive right to use the Contribution as set forth in this Agreement. University shall own the entire right, title and interest in and to the copyright in the [Collective Work/Online Degree Program] and in and to all works based upon, derived from, or incorporating the [Collective Work/Online Degree Program] and in and to all rights corresponding to the foregoing throughout the world.
(a) The Contributor will deliver to the University, on or before [date], the Contribution (with all illustrations, charts, graphs, and other material, including syllabi, handouts, reference lists, etc., in the medium mutually agreed upon for the [Collective Work/Online Degree Program]) in form and content [in accordance with prevailing academic standards/satisfactory to University].
(b) If the Contributor fails to deliver the Contribution on time, the University will have the right to terminate this Agreement.
With the exception of short excerpts from others' works, which constitute fair use, the Contribution will contain no material from other copyrighted works without a written consent of the copyright holder. The Contributor will obtain such consents at his or her own expense after consultation with the University and will file them with the University at the time the Contribution is delivered. Any obligations associated with permissions will be the responsibility of the Contributor.
The [Collective Work/Online Degree Program] may be distributed, transmitted or published by the University, at its own expense, in such manner as the University shall deem appropriate.
The University, in its sole discretion, will decide whether to register copyright for the [Collective Work/Online Degree Program] in its own name and at its own expense.
The Contributor warrants that he or she is the sole owner of the Contribution and has full power and authority to make this agreement; that the Contribution does not infringe any copyright, violate any property rights, or contain any scandalous, libelous, or unlawful matter. The Contributor will defend, indemnify, and hold harmless the University and/or its licensees against all claims, suits, costs, damages, and expenses that the University and/or its licensees may sustain by reason of any scandalous, libelous, or unlawful matter contained or alleged to be contained in the Contribution or any infringement or violation by the Contribution of any copyright or property right; and until such claim or suit has been settled or withdrawn, the University may withhold any sums due the Contributor under this agreement.
In consideration for the grant of rights set forth in Section 1 and delivery of the Contribution in accordance with the provisions of this Agreement, University shall provide [describe what University is providing to Contributor in return for the Contribution].
The Contributor shall retain the right to revise the Contribution [at one year intervals] during the term of this agreement in accordance with academic standards. The Contributor further agrees to revise the Contribution within one year upon the receipt of a written request from the University. The provisions of this agreement shall apply to each revision of the Contribution by the Contributor as though that revision were the Contribution being published for the first time under this agreement. In the event that the Contributor is unable or unwilling to provide a revision within one year after the University has requested it, or should the Contributor be deceased, the University may have the revision made and charge the cost against sums due the Contributor under Section 7 above, if any, and may display, in the revised Contribution and in advertising, the name of the person or persons who perform the revision.
(a) This agreement shall remain in effect for [three (3)] years unless terminated earlier in accordance with this Section 9. Upon expiration of the term and any renewal term(s) agreed upon pursuant to Section 9(c) or upon early termination in accordance with Section 9(b), University shall retain a non-exclusive right to use the Contribution as University, in its sole discretion, may desire, including, without limitation, the right to create derivative works of (to revise, modify and adapt) the Contribution.
(b) In the event that either 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.
(c) 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 9 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 the University in the income resulting from such agreements.
The written provisions contained in this agreement constitute the sole and entire agreement made between the Contributor and the University concerning this Contribution, and any amendments to this agreement shall not be valid unless made in writing and signed by both 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 Contributor and to the University 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.
| Contributor: Address: |
The University of
Texas [name of component or System] By Authorized Officer : |
| Contributor: Address: |
Telecourse
Agreement (Faculty Ownership) | Joint Ownership Agreement
Agreements, Forms and Samples | Intellectual
Property Section
University of Texas System Office of
General Counsel
Comments to intellectualproperty@utsystem.edu
Last updated: March 13, 2007