[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), [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 collection]" (the "Collective Work").
B. The Contributor shall contribute educational course materials entitled "[name of individual course]" that will become one or more elements of the Collective Work.
THE CONTRIBUTOR, THE UNIVERSITY AND THE TELECAMPUS 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 TeleCampus the non-exclusive right to offer the Contribution 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 Contributor's absence, as set forth in this agreement, without a right to sublicense any use of the Contribution outside of The University of Texas System. Any such outside sublicense of the Contribution will require a separate agreement with Contributor. 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.
(a) The Contributor will prepare and deliver the Contribution 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 Collective Work in form and content satisfactory to TeleCampus.
(b) The Contributor will attend all mandatory training sessions held for TeleCampus contributors.
(c) The Contributor 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, Contributor shall convey to TeleCampus staff the name of one or more persons who have agreed to be Contributor's production assistant(s).
(e) The Contributor will assure that no more than 20% of Contribution 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 Contribution must be approved by the TeleCampus Academic Affairs Committee.
(g) The Contributor will teach the course at least once for each year of the term of this Agreement. For example, Contributor 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 Contributor is unable or unwilling to teach the course the required number of times, Contributor'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 Contribution necessitated thereby, shall survive such termination.
(h) Contributor'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 and the obligation to teach the course, shall be a material breach of this agreement entitling the TeleCampus immediately to terminate this agreement pursuant to Section 9(b) and to recover from the Contributor and/or the University any sums or other resources advanced in connection with the Contribution. Upon such termination, the Contributor may not have the Contribution published elsewhere until such advances have been repaid.
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 TeleCampus and/or University and will file them with the TeleCampus at the time the Contribution is delivered. Any obligations associated with permissions will be the responsibility of the Contributor.
The Contribution shall be distributed, transmitted or published by the TeleCampus, at its own expense, in such manner as the TeleCampus shall deem appropriate.
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 Contributor warrants that he or she is the only owner of the Contribution and has full power and authority to make this agreement; that he or she has made a good faith effort to follow the U.T. System Copyright Policy and that the Contribution 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 Contributor 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 Contributor against all claims, suits, costs, damages and expenses that the Contributor may sustain by reason of such infringement or violation by the Contributor of any copyright.
(c) In all other cases, the Contributor 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 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 TeleCampus may withhold any sums due the Contributor and/or the University under this agreement.
(a) 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, TeleCampus shall pay University [amount] upon execution of this agreement [and contribute the following resources to the creation of the Contribution]:
[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 Contribution:
[Materials, Hardware, Software, Technical Assistance, Other Assistance, Videotaping, Programming, Teaching Load Credit (include percent and for which semester), Funding.]
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 update the Contribution within ninety (90) days upon the receipt of a written request from the TeleCampus. The provisions of this agreement shall apply to each revision or update of the Contribution as though that revision or update were the Contribution being published for the first time under this agreement. In the event that the Contributor is unable or unwilling to provide an update within ninety (90) days after the TeleCampus has requested it, or should the Contributor be deceased, the TeleCampus may have the update 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 update.
(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(d) or upon early termination in accordance with Sections 9(b) or (c), the TeleCampus shall retain a non-exclusive right to use the structure and organization of the Contribution as a guide for the creation of a new course.
(b) If Contributor 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) 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 TeleCampus in the income resulting from such agreements.
The written provisions contained in this agreement constitute the sole and entire agreement made among the Contributor, the University and the TeleCampus concerning this Contribution, 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 Contributor, 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.
| Contributor: Address: |
The University of
Texas [name of component or System] By Authorized Officer : |
| Contributor: Address: |
The University of
Texas System TeleCampus By Authorized Officer : |
| ____________________________ Dean of Contributor's College |
Please print out a copy of your Work Schedule and attach it to this agreement as Attachment A.
TeleCampus
Funded Joint Ownership Agreement
Work for Hire Agreement | Contribution
to a Collective Work
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: August 11, 2004