PARTNERED DEGREE PROGRAM INTELLECTUAL PROPERTY AGREEMENT – ATTACHMENT A
This Agreement, effective this __ day of ____________, _________, is by and between
MICHIGAN TECHNOLOGICAL UNIVERSITY (MTU), a body corporate organized and existing
under the laws of the State of Michigan and located at Houghton, Michigan (Hereinafter
referred to as MTU) and THE COOPERATING PARTNER, ____[location]________ (Hereinafter
referred to as _______).
RECITALS
WHEREAS, the individuals hereinafter referred to collectively as “CANDIDATE" are
employees at THE COOPERATING PARTNER and will be eligible to apply for admission to a
graduate program and pursue graduate studies at Michigan Technological University under
terms of the Letter of Agreement (Attachment ___) between THE COOPERATING PARTNER and
MTU for the ______degree in _____________________;
WHEREAS, THE COOPERATING PARTNER will provide CANDIDATE with projects relating to
CANDIDATE’s graduate program;
WHEREAS, a usual requirement of MTU's graduate programs is an agreement between
CANDIDATE and MTU whereby CANDIDATE is obligated to assign all Intellectual Property rights
and developments, for example in the patent and copyright areas, to MTU; and
WHEREAS, all MTU faculty members have signed an employment agreement with MTU
which, among other things, obligates them to assign all Intellectual Property rights and
developments, for example in the patent and copyright areas, to MTU.
AGREEMENT
NOW THEREFORE, MTU and THE COOPERATING PARTNER hereby agree and covenant as
follows:
1
MTU shall select members of its faculty to advise and conduct the graduate
program for the CANDIDATE.
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2
THE COOPERATING PARTNER shall be responsible for all tuition and fees related
to CANDIDATE's participation in the graduate program and due MTU.
3
MTU, in return for THE COOPERATING PARTNER’s support of the graduate
program, is agreeable to relinquishing to THE COOPERATING PARTNER its claim
to Intellectual Property rights in and to any developments made by CANDIDATE
during the continuance of the graduate program. Relinquishment of these
rights is conditioned on the following:
(a) MTU reserves, subject to MTU's and Faculty's obligations of confidentiality as
outlined in Section 7 of this agreement, the right to continue to conduct
research, either externally or internally funded, utilizing the developments
resulting from the execution of the projects in the CANDIDATE’S graduate
program.
(b) With the exception of the rights granted above, title to Intellectual Property
made or conceived jointly by MTU and by THE COOPERATING PARTNER will
be owned jointly by MTU and THE COOPERATING PARTNER. Title to
Intellectual Property made or conceived solely by MTU will be the sole
property of MTU. Title to Patent Applications and Patents will be owned by
the owner(s) of the Intellectual Property upon which such Patent
Applications and/or Patents are based.
(c) In addition to the right reserved in paragraph 3a, MTU shall, subject to MTU's
and Faculty's obligations of confidentiality, negotiate with THE
COOPERATING PARTNER or its designee for the right to include in any future
license agreements, the developments of CANDIDATE mentioned in
paragraph 3a.
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(d) Except as specifically provided herein, no provision contained in this
Agreement and no act or acts involved in the performance of this
Agreement shall be considered as or shall result in the grant, either expressly
or by implication, of any license to THE COOPERATING PARTNER to use any
information or Intellectual Property now or hereafter owned by MTU.
4
With respect to developments owned by the COOPERATING PARTNER, MTU will
cooperate fully with THE COOPERATING PARTNER in any efforts to obtain
protection on any developments, for example patent or copyright protection,
but at THE COOPERATING PARTNER’s expense, and THE COOPERATING PARTNER
shall be solely responsible for all costs and expenses related to obtaining and
maintaining any such protection.
5
MTU and CANDIDATE shall have the right to publish CANDIDATE's
dissertation/thesis and other information generated as a result of this program.
Before submission for publication, however, MTU and CANDIDATE shall notify THE
COOPERATING PARTNER of its intention to publish and shall submit the
manuscript to THE COOPERATING PARTNER for review and comment. THE
COOPERATING PARTNER shall have sixty (60) days from receipt of the
manuscript to present any written comments to MTU and CANDIDATE. THE
COOPERATING PARTNER’s comments shall be given due consideration by MTU
and CANDIDATE. Publication may be delayed at THE COOPERATING PARTNER’s
written request for a period not to exceed one hundred eighty (180) days if it
contains a disclosure of an inventions on which THE COOPERATING PARTNER
desires to file a United States or foreign patent. It is understood that in no case
can this provision for delay of publication cause a delay in the normal
academic progress of CANDIDATE with respect to preparation and submission
of a dissertation/thesis. It is further understood that THE COOPERATING PARTNER
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may demand that the dissertation/thesis exclude any or all material that
identifies THE COOPERATING PARTNER or is deemed by THE COOPERATING
PARTNER to disclose information that is confidential to THE COOPERATING
PARTNER or for which THE COOPERATING PARTNER has an obligation to maintain
the confidentiality on the behalf of another entity. It is also understood that all
such exclusions must be requested and made prior to the committee’s signing
of the D7/M5 form (Scheduling of Final Oral Examination) and that the
dissertation/thesis as defended will be published with no further exclusions.
6
MTU shall obtain written agreement from all faculty members and CANDIDATES
participating in these contemplated graduate programs formalizing their
acquiescence to the terms of this Agreement, on forms “Faculty
Acknowledgement” and “Candidate Acknowledgement.”
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It is expected that the faculty members of MTU advising CANDIDATES
participating in this program will, from time to time during MTU's participation in
the graduate program, be exposed to information that is confidential to THE
COOPERATING PARTNER, or information for which THE COOPERATING PARTNER
has an obligation to maintain confidential on behalf of other entities. Therefore,
subject to the terms of Attachment B, MTU and each faculty member shall
obtain written permission from THE COOPERATING PARTNER before disclosing to
others any information duly designated per the terms of Attachment B that is
acquired as a result of that faculty member's participation in the graduate
program.
IN WITNESS WHEREOF, the parties hereto by their duly authorized officers have executed this
Agreement as of the day and year first written above.
MICHIGAN TECHNOLOGICAL UNIVERSITY
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ATTEST:
By: ________________________________
Title:
THE COOPERATING PARTNER
ATTEST:
By: ________________________________
Title:
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FACULTY ACKNOWLEDGEMENT
This Acknowledgement, effective this _ day of _______, is to MICHIGAN TECHNOLOGICAL
UNIVERSITY, a body corporate organized and existing under the laws of the State of Michigan
and located at Houghton, Michigan (hereinafter referred to as MTU) from
_______________________, an individual and member of MTU's faculty residing at
_____________________________, (hereinafter referred to as FACULTY MEMBER).
MTU and THE COOPERATING PARTNER have entered into certain Agreements entitled
"Partnered Degree Program Intellectual Property Agreement" as executed on
___________________, and FACULTY MEMBER has read and is familiar with the terms and mutual
obligations and rights of MTU and THE COOPERATING PARTNER set forth in those certain
Agreements.
FACULTY MEMBER hereby acknowledges a complete understanding of the terms and mutual
obligations and rights of MTU and THE COOPERATING PARTNER, and hereby acquiesces in
those terms and mutual obligations and rights as they may relate to FACULTY MEMBER's
participation in the graduate program, or programs, contemplated
referred to
"Degree
by the above
Program Cooperation" Agreements.
WITNESS:
FACULTY MEMBER:
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CANDIDATE ACKNOWLEDGEMENT
This Acknowledgement, effective this ___________ day of _____________, _________, is to
MICHIGAN TECHNOLOGICAL UNIVERSITY, a body corporate organized and existing under the
laws of the State of Michigan and located at Houghton, Michigan (hereinafter referred to as
MTU) from ___________________
an individual and employee of THE COOPERATING PARTNER
residing at _____________________________, (hereinafter referred to as CANDIDATE).
MTU and THE COOPERATING PARTNER have entered into certain Agreements entitled
"Partnered Degree Program Intellectual Property Agreement" as executed on
___________________, and CANDIDATE has read and is familiar with the terms and mutual
obligations and rights of MTU and THE COOPERATING PARTNER set forth in those certain
Agreements.
CANDIDATE hereby acknowledges a complete understanding of the terms and mutual
obligations and rights of MTU and THE COOPERATING PARTNER, and hereby acquiesces in
those terms and mutual obligations and rights as they may relate to CANDIDATE's participation
in the graduate program, or programs, contemplated by the above referred to "Degree
Program Cooperation" Agreements.
CANDIDATE must be sensitive to the fact that information which is confidential to THE
COOPERATING PARTNER, or for which THE COOPERATING PARTNER has an obligation to
maintain as confidential for others is not to be incorporated in to a doctoral dissertation or
master’s thesis/report without informing THE COOPERATING PARTNER management and
obtaining written permission.
WITNESS:
CANDIDATE
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Attachment B: Proprietary Information Non-Disclosure Agreement
1.
In order to protect certain administrative, financial, scientific, or technical information hereinafter called “Proprietary
Information”, both Michigan Technological University and THE COOPERATING PARTNER mutually agree as
follows:
2.
Michigan Technological University shall be:
THE COOPERATING P
shall be:
3.
The primary representative of each party responsible for coordinating disclosure or receipt of Proprietary Information is:
a Disclosing party
a Disclosing party
a Receiving Party
a Receiving Party
X
X
Both
Bot
Michigan Technological University:
THE COOPERATING PARTNER :
4.
The party receiving the Proprietary Information shall make use of the Proprietary Information only for the following specific
purposes(s):
5.
The Proprietary Information to be disclosed pursuant to this Agreement is described generally as:
6.
This Agreement pertains only to the Proprietary Information that is disclosed between the Effective Date (last signature date)
and
.
7.
Each party receiving Proprietary Information under this Agreement shall maintain the information in confidence in accordance
with the terms of this Agreement notwithstanding any termination of this Agreement for a period of [(five)__________ ]
years from the date the Proprietary Information is disclosed to the Receiving Party.
8. Such Proprietary Information shall be identified prior to disclosure with
an appropriate marking or identification such as PROPRIETARY or any
other similar legend. If such information is disclosed either orally or
visually, then to receive the protection pursuant to this Agreement such
Proprietary Information must be reduced to tangible form otherwise in
compliance with this Agreement and furnished to the Receiving Party
within thirty (30) business days of the original disclosure.
All such Proprietary Information including the copies made thereof is the sole
property of the Disclosing Party and shall be promptly returned to the
Disclosing Party or destroyed upon written request by the Disclosing Party.
9. The Receiving party shall not disclose Proprietary Information to any
third party individual, corporation, or other entity without the prior written
consent of the Disclosing Party and shall further limit the circulation and
disclosure of the Proprietary Information within its own organization to its
employees having a “need to know” the Proprietary Information for the
purpose set forth in this Agreement, and to ensure that such employees
are informed of the Proprietary nature thereof and agree to and are
required to observe the provision of confidentiality set forth herein.
13. No Patent, Copyright, Trademark, or License, express or implied, in the
information is granted to the Receiving Party other than to use the information
in the manner and the extent authorized by this Agreement. In addition,
under this Agreement, neither party has an obligation to: (a) purchase any
services or item from the other party, (b) deal exclusively with the other party
in any field; nor (c) offer for sale products using or incorporating the
Proprietary Information.
The parties do not intend that an agency,
partnership, team or joint venture relationship be created between them by
this Agreement.
10. No restriction shall exist under this Agreement with respect to any
portion of the Proprietary Information that is: (a) established by the
Receiving Party to have been known by it at the time of receipt and
reduced to written form; (b) published or otherwise becomes generally
known through no wrongful act of the Receiving Party; (c) received from a
third party without similar restrictions and without breach of the restrictions
within this Agreement; (d) independently developed by the Receiving
Party prior to receipt of the Proprietary Information; (e) furnished to a third
party by the Disclosing Party without a similar restriction on the recipients’
rights; (f) approved in writing for release by the Disclosing Party; (g)
required by court order or governmental agency to be disclosed; or (h)
disclosed by inspection of a product incorporating the Proprietary
Information after the product has been disclosed or sold.
11. All Proprietary Information delivered by either party to the other
pursuant to this Agreement shall be and remain the property of the
Disclosing Party. No copies shall be made without the prior written
consent of the Disclosing Party.
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12. The Receiving Party shall protect the disclosed Proprietary Information
by using the same degree of care, but no less then a reasonable degree of
care, that the Receiving Party uses to protect its own Proprietary Information.
14. This Agreement shall be binding upon the parties, their successors, and
assignors. Neither party shall assign this Agreement or any Proprietary
Information received from the other party pursuant to this Agreement without
the other party’s prior written consent.
15. This Agreement shall be governed by and interpreted in accordance with
the laws of the state of Michigan.
16. This Agreement constitutes and expresses the entire Agreement of the
parties with respect to all matters pertaining to this Agreement. All previous
discussions, promises, representations, and understandings relative to this
Agreement, if any, between the parties is hereby merged. Any amendment or
modification to this Agreement shall be in writing and executed by duly
authorized representatives of the parties.
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