X. The University of Tampa Intellectual Property Ownership Agreement

A. Introduction

This section describes the University of Tampa’s policy governing the ownership of Intellectual Property. By promulgating this policy, the University seeks to delineate clearly the rights and responsibilities of the University and those of its Faculty, staff, students, and independent contractors who are involved in the creation of Intellectual Property. In affirmation of the University’s commitment to the free and open creation and exchange of scholarly information and academic research, the University anticipates that the avoidance of doubt afforded by this policy will engender an environment that fosters creativity and innovation.

1. The policy is effective as of September 6, 2005, the date first approved.
2. The policy applies to all units of the University, including all colleges, departments, centers, and institutes; and to all University personnel, including all students, faculty, staff, and independent contractors.
3. Definition of Terms

   The following terms used throughout the remainder of this policy are defined as follows:

   1. Creator(s) Defined. The person(s) who first develops, authors, invents, or otherwise originates the intellectual property to the degree that it is identifiable as a unique and separate item of intellectual property.
   2. Owner(s) Defined. The person(s) or institution(s) that possess the legal right of ownership to the intellectual property at a given point in time. The owner may be the creator or another person or institution who subsequently obtains ownership rights to the intellectual property.
   3. Intellectual Property Defined. As used in this Policy, the term “Intellectual Property” means:
      1. All works subject to copyright protection (including writings, pedagogical works in all formats, photographs, musical compositions, motion pictures, audiovisual works, multimedia works, sculpture, works of art, architectural works, data, and designs and software that cannot be patented);
      2. All inventions subject to patent protection (including articles of manufacture, devices, compounds, plants, biological materials, processes, methods, patentable designs, and patentable software);
      3. All trade secrets, know‐how, and other proprietary information that obtains value from being kept confidential;
      4. All proprietary and intellectual property rights that apply to the foregoing in any jurisdiction, and the right to apply for and renew the same; and
      5. The exclusive or shared right to make, use, license, commercialize, and deal in the foregoing.

   4. Hybrid Program Defined. A program that combines online and traditional face-to-face classroom instruction and is organized to reduce or replace the number of required face-to-face contact hours by no more than 50% of a traditional ground-based program.

   5. Online Course Defined.  A course where the instruction (interaction between students and instructors and among students) occurs when students and instructors are not in the same place through synchronous or asynchronous technology.

B. Intellectual Property Ownership

1. Policy as to Staff. The University owns the Intellectual Property created by University staff within the scope of their employment by the University or with more than incidental use of University resources.
2. Policy as to Independent Contractors. It is the policy of the University to enter into written agreements with each of its independent contractors describing the Intellectual Property to be created, if any, prior to the independent contractor’s creation thereof. Unless expressly set forth in such an agreement to the contrary, the University alone owns all Intellectual Property created by independent contractors within the scope of their engagement by the University or with more than incidental use of University resources.
3. Policy as to Faculty. Ownership of Intellectual Property created by faculty, both full and part‐time, vests in and remains with the creator(s), unless the Intellectual Property is a Commissioned Work (as defined in Section I.B.5 of this policy) or the Intellectual Property is created for, developed for, and used in connection with a Hybrid Program (as defined in Section A.3.d of this policy) or an Online Course (as defined in Section A.3.e of this policy).
4. Policy as to Students. Ownership of Intellectual Property created by students vests in and remains with the student(s), unless the Intellectual Property:
   1. Is a Commissioned Work (as defined in Section 1.B.5 of this policy)
   2. Is a part of a larger work that is a Commissioned Work;
   3. Is created in the student’s capacity as a full- or part-time staff or independent contractor within the scope of his or her employment or engagement by the University; or
   4. Is created through more than incidental use of University resources as part of a fellowship, assistantship, or stipend, except when the result of collaborative work or scholarship with faculty engaged in Non-Commissioned work.
5. Commissioned Work Defined. As used in this policy, the term “Commissioned Work” means Intellectual Property that:
   1. Is requisitioned by the University pursuant to a written agreement with the creator(s) in the form (Appendix E), the “Intellectual Property Ownership Agreement”; and
   2. Is supported by a direct allocation of Extra Consideration (as defined in Section I.F) by or through the University to the creator(s) expressly in exchange for the requisitioned Intellectual Property.⁶
6. Extra Consideration Defined. As used in this policy, the term “Extra Consideration” is defined to mean consideration (including extra pay, the allocation of extra resources, or any release time from normal duties) that is provided by the University to the creator(s) of Commissioned Works.
7. Policy as to Hybrid Programs and Online Courses
   
   1. Intellectual property created for, developed for, or used in connection with Hybrid Programs and Online Courses shall be owned by the University, including without limitation, software (including source and object code), course lecture video or audiotapes, slides, mobile applications, electronic textbooks, interactive textbook supplements, web pages, multimedia works, and distance learning materials (hereinafter referred to as "Hybrid/Online Educational Materials").
   2. Faculty who develop Hybrid/Online Educational Materials in performing their teaching, service, or sponsored project activities are granted a non-exclusive, no-cost license to use these materials as part of any of their noncommercial teaching or scholarly functions provided that faculty may not license, distribute or sell Hybrid/Online Educational Materials for commercial purposes and may not use Hybrid/Online Educational Materials to teach a course outside of the University while employed by the University. The faculty are granted a non-exclusive, no-cost license to use these materials in developing traditional derivative works such as books, book chapters, journal articles, and electronic representations of these conventional works.  Royalties from such derivative works shall belong to the faculty. Notwithstanding the foregoing, faculty creating such traditional derivative works shall not allow publishers to assert broad control over the derivative works or limit the ability of the faculty member or the University to use and distribute the Hybrid/Online Educational Materials.  A faculty member’s contract with a publisher should contain terms acknowledging the University’s ownership interest in the materials and require prior consent by the University for the creation and distribution of derivative works.
   3. The license to use Hybrid/Online Educational Materials and develop traditional derivative works remains in effect if a faculty member leaves the University subject to the restriction on commercial use. Revenues from the distribution of traditional derivative works shall remain with the faculty authors. The University shall retain all other rights associated with Hybrid/Online Educational Materials, including commercialization.  
   4. When faculty leave the University, or for any other reason are not teaching a course they developed, the University continues to own the Hybrid/Online Educational Materials and retains the right to use and revise the traditional derivative works developed for the course.
8. Outside Funding Exceptions. This policy shall not limit the University’s or any faculty member’s ability to meet any obligations for deliverables under any grant, sponsored research agreement, or other outside funding contract, which shall supersede this policy in all respects.
9. Negotiated Exceptions. This policy may be superseded as it applies to any person by written agreement entered into and duly executed by such person and an authorized representative of the University. For example, the creator of Intellectual Property that would normally be owned by the creator hereunder may elect to transfer ownership thereof to the University, pursuant to such terms as may be agreed to in writing by the creator and an authorized representative of the University. No such transfer may carry or create contingent liabilities or costs to the University without the University’s prior, informed consent thereto.
10. Rights Clearance. Responsibility for assuring that Intellectual Property does not infringe any third party proprietary rights and is otherwise free of liens and encumbrances rests fully with the owner(s) thereof as determined under this policy.
11. Registration. Responsibility for applying for and obtaining statutory registration or other legal protection for any Intellectual Property, including financial responsibility, rests fully with the owner(s) thereof as determined under this policy.
12. Authorized Use for Administrative Purposes. The University shall be permitted to use all Intellectual Property created hereunder for appropriate administrative purposes.
13. Limitations on Sale, Modification, and Distribution. The University may not sell, modify, or distribute for use to third parties any Intellectual Property without the prior written permission of the owner thereof (if other than the University), and only upon terms and conditions agreed to in advance.
14. Responsibility to Declare. When Intellectual Property is owned in whole or in part by the University pursuant hereto, the creator(s) thereof must make good faith efforts to maintain notes or records of his or her efforts to create such Intellectual Property, including the completion thereof, and must formally declare the same to their immediate supervisor (whether a college dean, senior administrator) in a timely manner.
15. Negotiations. Faculty, staff, and students affiliated with an academic unit shall communicate, negotiate, and execute a formal agreement involving any “Commissioned Work” with the appropriate academic dean, with review by the chief academic officer(s). The senior administrator for staff and non‐faculty employees not affiliated with a specific academic unit shall serve the same role as that of academic dean.

⁶Note that both of the enumerated conditions must be met for Intellectual Property to constitute a Commissioned Work

C. Dispute Resolution

1. General. The University encourages open and honest communication between members of the community, and believes that most questions and disputes can and should be resolved amicably and rationally through the forthright analysis of issues and the joint exploration of solutions.
2. Construction. Individuals who are uncertain about how to construe or interpret any portion of this policy or its applicability to particular facts or circumstances should contact their respective academic dean, Senior Administrator, or the Office of Human Resources. In all events, the President of the University is the final arbiter of the construction and interpretation hereof.
3. Grievance Procedures. In cases where disputes respecting this policy are not mutually resolved as above, the University’s formal grievance procedures will be used. Such procedures are set forth in the Faculty Policies and Procedures Handbook (for faculty) and the Employee Handbook (for staff, non‐faculty employees, and independent contractors), and are available from the dean of students (for students).
4. Regular Review. This policy shall be reviewed every two years by the University administration in collaboration with faculty and staff. Changes to this policy proposed as a result of such review will be subject to the joint approval of the University and the Faculty prior to being made a part of this policy.
5. Compliance with Law. Notwithstanding any other provision of this policy, this policy will be superseded by and modified as necessary to comply with applicable Federal or state law (e.g., to ensure the University’s continued status as a tax‐exempt entity) . In such an event, the University will endeavor to provide its faculty, staff, students, and independent contractors with notice of the applicable modifications as reasonably in advance as may be afforded by circumstances.

D. General Provisions

1. Use of University Resources and Trademarks. Notwithstanding the prior provisions of this policy, all existing policies governing the use of University resources and trademarks remain in effect.
2. Nondisclosure and Other Agreements. Prior to executing any third party nondisclosure agreement or other agreement respecting proprietary rights or Intellectual Property, University personnel should ensure that their doing so does not conflict with this or any other University policy.
3. Third Party Intellectual Property. Nothing in this policy authorizes any University personnel to make, use, sell, bring to University facilities, or otherwise exploit any third party Intellectual Property, trademark, or other proprietary property in which such personnel does not have the necessary right or license to do so.