1. Introduction and Scope
The goal of this Policy is to foster creativity and to help ensure that Intellectual Property produced at Becker College will be exploited for the benefit of student creators, Becker College, and the public. This Policy governs Intellectual Property produced at Becker College by Becker College students.
As used in this Policy, the following terms having the following meanings:
(a) “Developed” means conceived, created, developed, or first reduced to practice; a “Development” is something Developed. A “Developer” is a person that has Developed.
(b) “Gross Revenue”, unless otherwise agreed by Becker College, shall mean all financial gains, obtained as a result of transactions with respect to Intellectual Property, including without limitation cash and cash proceeds, whether from royalties, the sale of equity or otherwise.
(c) “Intellectual Property” means all products of the intellect, including but not limited to, inventions, discoveries and improvements, whether patentable or not; patentable subject matter; technology; trade secrets; know-how, whether or not trade secret; creative works and copyrightable materials, including without limitation writings, whether in electronic or paper form, software, multimedia and audiovisual materials, and photographs; trade marks and service marks; and mask works.
(d) “Net Revenue”, unless otherwise agreed by Becker College, shall mean Gross Revenue minus current and reasonably anticipated expenses that Becker College deems necessary to protect, maintain, defend, and commercialize Intellectual Property, including without limitation marketing and legal fees.
(e) “Significant Use of Becker College Resources” means more than incidental use of Becker College resources, including without limitation such use of Becker College space, funds, equipment, facilities, services, laboratories, computing devices, software or personnel, but excepting Internet access, data and storage facilities and incidental use of residence halls, classroom space, and library facilities.
3.1 Student-Owned Intellectual Property
Unless otherwise expressly provided herein, a student owns Intellectual Property she/he Develops at Becker College provided that the following three conditions are met:
(a) the Intellectual Property is not within the stated objectives of the student’s current sponsored research and is not subject to a sponsored research or other agreement requiring ownership to reside in some other party, including Becker College or a third party; and
(b) the Intellectual Property was not Developed with Significant Use of Becker College Resources; and
(c) the Intellectual Property was not Developed as a direct result of her/his duties, whether paid or unpaid, as an employee, work study student, intern, independent contractor, teaching assistant, or volunteer of Becker College.
3.2 Becker College-Owned Intellectual Property
Becker College owns Intellectual Property when any of the following conditions apply:
(a) the Intellectual Property is subject to the terms of a sponsored research or other agreement that grants Becker College rights of ownership; or
(b) the Development of the Intellectual Property involved Significant Use of Becker College Resources; or
(c) the Intellectual Property was Developed as a direct result of duties, whether paid or unpaid, as an employee, work study student, intern, contractor, or volunteer of Becker College; or
(d) the Intellectual Property is copyrightable material Developed as a “work made for hire” by operation of copyright law (see title 17 of the U.S. Code) or pursuant to a written agreement with Becker College that transfers copyright to Becker College; or
(e) the Intellectual Property is a trademark or service mark relating to goods, services or programs that Becker College owns or provides.
3.3 Ownership of Instructional Works
For clarification, but not limitation, course syllabi, course notes, textbooks, and other instructional material Developed by student teaching assistants shall be owned by Becker College pursuant to Section 3.2(c) above.
3.4 Ownership of Academic Works
Notwithstanding Sections 3.1 and 3.2, Intellectual Property Developed by a student in direct fulfillment of course requirements, such as class papers, theses, and other academic works, shall be owned by the student, provided that the Intellectual Property is not within the stated objectives of the student’s current sponsored research and is not subject to a sponsored research or other agreement requiring ownership to reside in some other party, including Becker College or a third party.
3.5 Intellectual Property Financed by Third Parties
For clarification, but not limitation, unless there is a written agreement expressly providing otherwise, Becker College shall own Intellectual Property when any of the conditions referenced in Section 3.2 apply, even if such Intellectual Property was Developed in the course of research or other sponsored activities funded by third parties, including without limitation private persons, businesses, not-for-profit entities, and state, local or federal governmental agencies.
Intellectual Property Developed by students for third parties as part of an internship or experiential learning program is not subject to this Policy.
3.7 Special Agreements
Because Becker College intends to encourage creativity, it reserves the right to apply this Policy in a flexible manner on a case by case basis. In such case, ownership of Intellectual Property Developed pursuant to a special agreement between Becker College and a student shall be governed by the provisions of that agreement.
3.7 Disclosure of Inventions/Creations
As soon as reasonably possible, preferably not more than 30 days after the discovery or invention or other creation (e.g. computer software), and prior to submission of findings of the discovery or invention for publication or other public disclosure, the principal investigator of a research project shall file a written disclosure statement with the Chief Academic Officer
3.8 Agreement to Take Action to Perfect Becker College’s Ownership
Within ten (10) business days upon request by Becker College and at Becker College’s expense, a student Developer of Intellectual Property owned by Becker College pursuant to this Policy shall execute and deliver to Becker College all applications, assignments, agreements and other instruments and documents, and take such reasonable actions, as Becker College may deem helpful to confirm and/or fully vest such ownership rights in Becker College or to evidence such vesting. If Becker College is unable, after reasonable effort, to secure such student Developer’s signature on any such instrument or document, such student Developer hereby irrevocably appoints Becker College and its duly authorized representatives as such student Developer’s agents and attorneys-in-fact to execute and file any such application or registration and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright registrations and other forms of intellectual property protection with the same legal force and effect as if executed by such student Developer.
4. Intellectual Property Administration, Disclosure, and Commercialization
4.1 Administration of Intellectual Property
The Office of the Chief Academic Officer (“CAO Office”) of Becker College shall be responsible for day-to-day management of issues arising under this Policy and shall have the authority to negotiate Becker College’s rights under this Policy. The CAO Office is responsible for protecting, marketing, negotiating, licensing, and otherwise transacting with respect to Becker College-owned Intellectual Property.
4.2 Disclosure of Intellectual Property
Students must carefully evaluate Intellectual Property they Develop and disclose Intellectual Property to the CAO Office where there is a possibility that the Intellectual Property may be owned by Becker College under this Policy. As an example, if a student, outside of course requirements, creates a video game using the Becker College computer laboratory, the student should make a disclosure to the CAO Office as there is a possibility that such video game would be owned by Becker College under Section 3.2(b) of this Policy. If there is any doubt as to whether certain Intellectual Property may be owned by Becker College under this Policy, the student should err on the side of disclosure. Disclosure shall be made by submitting a completed Intellectual Property Disclosure Form to the CAO Office.
4.3 Commercialization Determination
The CAO Office shall determine at its sole discretion whether it wishes to protect, develop, market, license, and/or commercialize the Intellectual Property and shall notify the Developer of its determination in a timely manner, not to exceed ninety (90) days following disclosure. The CAO Office may engage outside evaluators and other consultants to review the disclosure, as well as to aid in any protection, development, marketing, licensing, and/or commercialization of the Intellectual Property. The CAO Office shall distribute any resulting revenue pursuant to Section 5 of this Policy.
4.4 Becker College Commercialization of Student-Owned Intellectual Property
Students may request that Becker College pursue the commercialization of student-owned Intellectual Property. In such event, Becker College will evaluate the commercial potential of the Intellectual Property and decide whether or not Becker College wishes to pursue commercialization. If Becker College decides to pursue commercialization, the student shall be required to assign in writing ownership of the Intellectual Property to Becker College. The terms of such assignment, and any revenue distribution, shall be negotiated between Becker College and the student.
4.5 Transfer of Becker College-Owned Intellectual Property to Student
Becker College, at its sole discretion, may waive, transfer, or license its rights in any Becker College-owned Intellectual Property to the respective student Developer, subject to any other agreements, such as a sponsoring agreement.
4.6 Students commercializing IP are solely responsible for complying with any and all 3rd party license agreements for software used anywhere to develop or commercialize .
5. Revenue Distribution
The CAO Office shall calculate and distribute Net Revenues which shall be distributed pursuant to the special agreement specified in 3.7
5.2 Joint Developers
In the event that there are joint student Developers, the distribution made to the student Developer pursuant to Section 5.2 shall be divided equally among the student Developers, except as may be otherwise agreed by the student Developers and approved by the CAO Office.
Becker College may choose to receive equity rather than monetary consideration in connection with any license or other transaction with respect to Becker College-owned Intellectual Property. The decision whether to accept equity and, if so, when to liquidate such equity, is at the sole discretion of Becker College. When liquidating or disposing of any equity interests, Becker College may incur the payment of commissions or other fees, charges, or expenses, all of which shall be considered expenses to be deducted from Gross Revenue in determining Net Revenue under Section 5.1.
6. Conflict Resolution
Questions concerning the application, interpretation, or implementation of this Policy, or regarding disagreement among Developers concerning assignment of rights or royalty sharing, should be directed to the CAO Office. Disagreement with any determination made by the CAO Office may be directed to the Intellectual Property Policy Committee (a three-person committee including the Becker College Chief Academic Officer and two additional persons designated by the CAO Office) or its designee for final determination.
7. Use of Becker College Name, Mark, or Insignia
The Becker College name, seal, or logo may not be used in connection with any private or commercial enterprise, in connection with the advertisement of any product, or by any individual or group promoting itself, except with (and to the extent allowed by) the express written consent of Becker College.
8. Confidential Information
(a) Nondisclosure of Confidential Information. Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party’s business, plans, customers, technology, and products, and other information held in confidence by the other party (“Confidential Information”). Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, the recipient knows or reasonably should know is proprietary or confidential. Confidential Information will also include, but not be limited to, Becker College Technology, and the terms and conditions of this Agreement. Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement, nor disclose to any third party (except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary), any of the other party’s Confidential Information and will take reasonable precautions to protect the confidentiality of such information, and in any event precautions that are at least as stringent as those it takes to protect its own Confidential Information.
(b) Exceptions. Information will not be deemed Confidential Information hereunder if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party. The receiving party may disclose Confidential Information pursuant to the requirements of a governmental agency or by operation of law, provided that it gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party to contest such disclosure.
9. Survival of Terms and Confidentiality
With respect to Intellectual Property Developed while a Developer is a student at Becker College, this Policy shall continue to bind such student following the end of such student’s enrollment at Becker College.
10. Policy Implementation and Changes
This Policy, as currently set forth, and as it may change from time to time, constitutes an understanding that is binding on Becker College and Becker College students. This Policy shall take effect immediately upon adoption by the President of Becker College. Becker College reserves the right to change this Policy from time to time in its sole discretion. Any changes to this Policy shall take effect immediately upon publication of the modified Policy on the Becker College website or by other public dissemination, but shall not affect any allocation of Intellectual Property rights or ownership that arose under the prior version(s) of this Policy.