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A.     Goals:

1.  To create a college environment that encourages the creation of new knowledge by faculty and staff.

2.  To encourage the development and dissemination of intellectual property by providing financial awards to creators and the college.

B.     Guidelines:

1.  The college has a tradition of allowing creators to retain ownership of intellectual property rights from textbooks and creative works.

2.  Works created by college employees fall into one of several categories:

a.  Works that are created beyond the scope of an employee’s normal job expectations and that are produced without the use of college resources remain the sole intellectual property of the creator.

b.  Works created by an employee on subjects within the scope of the employee’s job responsibilities using college materials and college resources are the property of the college.

c.  Works created by an employee on subjects within the scope of the employee’s job responsibilities but using the employee’s own time and his or her own resources remain the property of the employee.

d.  Works created by employees as part of their assigned responsibilities rather than their day-to-day job responsibilities are the property of the college, even if much of the work is performed off campus.

3.  Intellectual property created by college employees within the scope of their employment (“work for hire”) shall be owned by the college; however, creators may retain the right to use this intellectual property but may not exploit the use of the property.

4.  The college owns and is entitled to any financial rewards of any intellectual property created with the use of the college’s physical equipment, financial resources, or staff support, unless an exception is made within this document.  The college may share these financial rewards with the developer of the created property (see negotiated project ownership agreement below).

5.  The distribution of financial rewards should reflect, as closely as possible, the proportionate creative contributions of the creator in developing the intellectual property, the substantial use of resources/facilities provided by the college, the financial risks assumed by both the creator of the intellectual property and the college in the development of the intellectual property.

6.  “Substantial use” of college resources is defined as the extensive and continuous use of the college’s physical resources or human resources.

7.  The extensive use of the college’s physical or human resources must be material to the creation of the intellectual property.

8.  Incidental use of a college resource does not constitute substantial use.

9.  A negotiated project ownership agreement (NPOA) shall be used to assess the financial risks, the use of college physical and human resources and faculty contributions to the creation of the intellectual property, and the potential financial rewards for the creation and use of intellectual property.

10. The use of the college name or college marks within intellectual property materials that are produced for publication or used for promotional purposes shall be subject to prior approval and/or negotiation by the college president.

11. It is the creator’s responsibility to ensure that intellectual property does not include intellectual property owned by others.  If it does include such intellectual property, the creator is responsible for obtaining the appropriate releases/permissions for the use of the material.

C.    Negotiated Project Ownership Agreement (NPOA)

1.  The creator(s) of any intellectual property is required to make prompt disclosure to their appropriate vice president when it appears to the creator that use of the college resources will be required to complete the work.

2.  If the creator and the college recognize that the intellectual property contains a marketable financial value, the creator is to commence negotiation of a NPOA with the college.

3.  The minimum terms and conditions of a NPOA will include at least the following terms:

a.  Project title and description of the project;

b.  Creator’s plans for the development of the intellectual property project;

1)  Plans, if any, for the evaluation of the project

2)  Plans, if any, for the anticipated revision of the project

c.  Estimated costs to the college for the development of the intellectual property project;

d.  Estimated costs to the creator for the development of the intellectual property project;

e.  Agreement and terms for the creator’s direct reimbursement to the college for extensive use of college physical or human resources;

f.  Agreement and terms of proportionate distribution and sharing of net profits between the creator, stipulated college areas or departments, college staff/personnel and learning divisions;

g.  Third party intellectual property ownership rights based upon public or private sponsorship grants or agreements;

h.  Ownership rights of the creator and the college;

i.   Ownership of net profits by the creator and the college;

j.   Joint ownership rights;

k.  An agreement statement indicating whether the contemplated intellectual property is, or is not, a “work for hire;”

l.   Licensing terms and conditions and licensing fees; and

m. Use with permission and use fees.

D.    Rights and Responsibilities

1.  The following are specific rights and responsibilities that become an automatic part of each NPOA:

a.  The creator must obtain signed release forms from all recognizable individuals appearing in materials developed for distribution.

b.  The college shall have a license to use the intellectual property with any student, faculty, and/or staff member, but cannot commercially exploit any intellectual property developed and owned by a faculty or staff member.

c.  Revisions may be made in produced materials when deemed necessary in the judgment of the creator or the college with the guidance/input of the creator, when applicable, and based upon the college’s ability to financially support the anticipated revision efforts.  Any changes made by the college beyond mere grammar and style should not impair the integrity of the creator’s original work.

1)  Revision costs expended by the college will be included as reimbursable institutional project costs.  If the college cannot financially support requested revisions, or if the revisions are deemed reasonable but the college will not support the requested revisions, the materials may be withdrawn from further use by the college upon request of the creator.

2)  The creator(s) shall have the right to have her/his name removed from the intellectual property materials if s/he disagrees with any material revisions made by the college.  However, the college should strive to the greatest extent possible to accommodate the revision recommendations of the creator.

d.  The college will have the right to maintain a copy of all negotiated intellectual property projects.  However, use and distribution shall be governed by terms and conditions of the NPOA.

e.  Signing of the NPOA serves as an authorization for the college to pursue and negotiate active agreements for the sale or distribution of intellectual property.

f.   Proper credit shall be given to the creator(s) of each negotiated intellectual property project.

g.  Previously produced intellectual property projects and in-progress intellectual property projects commenced prior to the enactment of the revision date of this procedure shall be excluded from the terms and conditions of this procedure, except that nothing within this document shall prohibit the creator(s), owner(s), contributor(s) of previously produced and in-progress intellectual property projects and the college from maintaining an existing project ownership agreement or entering into a NPOA and agreeing to be bound by the policies set forth in this title.

E.     Intellectual Property Committee

1.  An ADHOC intellectual property committee composed of seven members—four faculty members appointed by Faculty Forum, the director of the library, and two staff members selected by president’s team, will be formed as needed to accomplish the following functions:

a.  Creation and negotiation of a NPOA with the creator(s) of intellectual property.

b.  Make recommendations for implementation and use of the intellectual property to the appropriate vice president.

  1. The appropriate vice president should review the agreement and forward her/his recommendations to the president
  2. The president will review the recommendation and sign or reject the agreement.  The president will disclose all such agreements to the board of trustees.

2.  ADHOC Committee Procedures:

a.  In the event that the intellectual property committee and the creator(s) are unable to reach agreement on a NPOA, the committee may, in its discretion, undertake a voluntary mediation process whereby a mutually agreeable independent third party familiar with intellectual property and guided by the principles contained in this procedure shall be selected by the parties to mediate the matter(s) under dispute.  The parties shall deal in good faith in seeking the prompt resolution of any disputed issues.  If the parties are unable to reach an agreement, the committee shall adjourn, leaving the parties in the status quo.

b.  All NPOAs must be approved by the president in writing to be binding on the parties and disclosed to the board of trustees.  An NPOA involving a financial commitment exceeding the president’s authority shall require approval of the board of trustees.

c.  In the event the president fails to approve a proposed NPOA, the proposed NPOA, although signed by the creator, and/or a college representative, shall have no legal force or effect and shall not be used or considered by any party as proof of ownership or for any other purposes beyond the purpose of facilitating timely initial negotiations between the creator, the intellectual property committee and the college.

d.  The president shall disclose all NPOA’s to the board of trustees in accordance with the college procedure for the approval of contracts.

GLOSSARY

Intellectual property includes, but is not limited to, any copyrightable subject matter or material(s), patentable inventions, online courses, computer software or materials, or works of art that might be normally developed on a proprietary basis.  Intellectual property also includes the common meaning, definition, and description of intellectual property as established by the Copyright Act (Title 17 of the United States Code).

Creator is any person or persons who create an intellectual property.

Ownership refers to a legally binding agreement specifying the named party or parties to whom the intellectual property belongs and who will be attributed as the owners of the intellectual property in the general public.

College resources include, but are not limited to, offices, standard office equipment and supplies, libraries, labs, and personnel.

Distribution formula is an agreed upon division of the net profits from the sale of a creative work based upon the considerations of the expenditure of time, expenses, expertise and creative talents of the creator, the use of the college’s equipment, staff, facility and expenditures, the cost of producing the intellectual property, value of the anticipated net profits and material contributions of various divisions and persons to the creation of the intellectual property.

College marks means the college’s name and all trade names, trademarks, service marks, designs, logos, mascots, characters, identifications, symbols, and other proprietary designs which are owned, licensed, or controlled by the college.

Policy Manual Review/Revision:  04/16/10