Intellectual Property Policy

Introduction
As a creative community of teachers, artists and scholars, The University of the Arts (hereafter the “University”) is committed to encouraging the creation of new works, new ideas, and new forms of creative and scholarly expression. With that in mind, we have established a “Policy on Intellectual Property” (hereafter the “Policy”) that is intended to protect the interests of those who create as well as the interests of the University itself, which supports this creative and scholarly work.

I. Purpose and Scope
This Policy expresses the University’s approach to ownership of intellectual property. It covers all those who are a part of the University – faculty, staff, students, visiting artists, visiting scholars, or other participants enrolled, employed or affiliated with the University, and this Policy governs in all circumstances, unless the University has modified it through a specific agreement connected to a sponsored or commissioned work or as part of work under a grant or contract. Should there be any conflict between the provisions of this Policy and the terms of a separate agreement between the University and one of the individuals listed above, the terms of that separate agreement will govern.

II. Terminology
The following terms are used throughout the Policy and are defined in Appendix A:

A. Copyright B. Patent C. Trademark and Service Mark D. University Employee E. Students F. Work G. Sponsored Work H. Student Work I. Commissioned Work J. Work Made for Hire K. Independent Academic Effort or Creative Activity L. Substantial University Resources

III. The Rights of the Creator of IP Works
1 We are indebted to the following institutions for their work on intellectual property policy which has informed this statement: Art Center College of Design, Berklee College of Music, Boston College, California Institute of the Arts, Carnegie Mellon University, Cornell University, Indiana University, Ithaca College, Maryland Institute College of Art, Rhode Island School of Design, Savannah College of Art and Design, Tisch School of the Arts, University of California, University of Minnesota, University of Rochester, University System of Maryland, Stanford University, Washington University in St. Louis, and Wheaton College.

A. Faculty and Staff Work As a general rule, the University does not claim copyrights in journal articles, books, lectures, musical compositions, creative works, or other copyrightable works that are created through independent academic effort or creative activity and that are intended to disseminate the results of academic research and scholarship, and/or to exhibit forms of artistic expression on the part of faculty, staff, and students.

Exceptions to this general rule include works that are sponsored works, commissioned works, or works involving the use of substantial University resources (see Section V and Appendix A), or works made for hire. (See Appendix A and also Section IV for the University’s ownership rights and rights of use.) Curricular proposals are deemed to be works made for hire. The University does not claim copyrights to syllabi created by faculty in the employment of the University. However, the University retains the right to use and reproduce syllabi for educational purposes.

In terms of commissioned or sponsored works that are deemed works made for hire, the commissioning party is legally the author and thus owner of any such works. If a work made for hire is developed jointly by employees and/or students of the University and a non-University party, the copyright of the resulting work will be jointly owned by the University and that party, unless modified in a written agreement.

Ownership of all patents relating to employee works and sponsored works is discussed in the section of this Policy that addresses patents.

In the case of the use of substantial University resources, the authorizing parties within the University will develop a written agreement with the user of those resources to determine possible reimbursements, sharing of royalties, or other systems of compensation back to the University.

B. Student Work The University makes no claim of copyright ownership in works created by undergraduate and graduate full-time, part-time, exchange, and “special status students” working on their own, or developed in the context of a course, i.e., without the use of substantial University resources, and outside of any employment by the University. The University also makes no claim of copyright ownership in works that are not sponsored, contracted, or commissioned by the University. Note the following rules:

(a) Students working on a project governed by an existing written agreement to which the University is a party are bound by all terms of that agreement.
(b) Students hired to carry out specific tasks that contribute to a copyrighted or patented work of the University retain no rights of ownership in whole or in part to that work or to the student’s contribution to that work.
(c) Students working collaboratively with University employees on projects that result in copyrighted or patentable works are granted the same rights and subject to the same limitations of ownership as would the employees working on their own. However, students working collaboratively with University employees are required to produce, sign, notarize, and file a written agreement outlining their rights before commencing on such projects. Either party has the right to initiate such agreement.

C. Independent Contractor Work As a general rule, the University will only retain the copyright in a work that is created by an independent contractor if the University has specifically ordered or commissioned the work and if a written agreement designating the work as a “work made for hire” and/or requiring assignment of the copyright rights in the work has been executed and signed by both parties. Subject to this rule, all University employees will be considered independent contractors with respect to any work that bears no relation to their employment as defined by their regular employment contract, and/or if they do not receive additional compensation beyond that specified in their regular employment contract and/or do not use substantial University resources. Similarly, all University students will be considered independent contractors if the work carried out bears no relation to existing student employment and/or if they do not receive additional payment for the work and/or do not use substantial University resources.

D. Patentable Work This Policy administers claims to patent ownership according to the procedures outlined below.

1. General Principles
(a) Upon becoming aware of a potentially patentable invention or discovery, e.g., a potentially patentable article, method, apparatus or composition of matter, an employee of the University is required to report such finding promptly to the Office of the Provost if it has been created within the scope of employment as defined by the employment contract or job description, or if it is the result of substantial use of University resources. Such invention or discovery, if patentable, may be deemed the property of the University.
(b) All patentable work undertaken as a sponsored or commissioned work shall be deemed the property of the University unless otherwise provided for in a separate written agreement.
(c) Normally, all patentable work done by students created in a course shall belong to them. However, work that involves substantial University resources must be reported to the Office of the Provost and, if patentable, may be deemed the property of the University.

2. Reporting Procedure
(a) This report should be made in the form of the completed Invention/Discovery Disclosure Form in effect at the time such invention or discovery is made.
(b) Upon the report of potentially patentable work, the University may decide to pursue an investigation into the patentability of the specific invention or discovery through the use of appropriate legal and technical counsel. All costs for such an investigation will be borne by the University. If the investigation reveals that the invention or discovery may be patentable, the University will decide whether to commence the patent application process, again bearing all fees and costs.
(c) In the case of inventions or discoveries that are the subject of applications filed by the University, all right, title and interest to the inventions or discoveries, including the applications and any patents issuing therefrom vests with the University, and all employees and students subject to this clause do hereby assign and agree to assign all such right, title and interest to the University and to sign all documents considered necessary by the University to perfect and/or record the ownership rights of the University set forth herein.

3. Ownership and Royalties
(a) If the University does not pursue an initial patentability investigation with respect to an employee’s invention or discovery, or if the University decides upon investigation not to pursue a patent, or if the University discontinues pursuit of a patent at some point in the patent application process, the University may, in its sole discretion, which will not be unreasonably withheld, reassign ownership to the employee within a reasonable amount of time to be determined by the Intellectual Property Review Council (IPRC), which is described in Section VI below. At the employee’s request, the University will provide written notification to the employee of the University’s intent not to pursue a patent and a statement allowing the employee to pursue the patent.
(b) In those cases where the University fulfills its obligations to pursue the patent, and succeeds in securing that patent, the University will make the appropriate licensing arrangements, where applicable. All costs for such procedures are to be borne by the University, but will be recovered by the University from accumulated net income prior to any inventor or University distributions. The subsequent accumulated net income, including gross royalties, and licensing fees from the patented discovery, device, or system, less all related direct expenses, will be divided as follows, unless the parties agree otherwise in writing:

The inventor’s share will be divided among his or her co-inventors, assistants, and any other relevant parties, as determined by a prior contract between the inventor, co- inventors, assistants, other relevant parties and the University. The inventor’s share will continue regardless of his or her subsequent employment status with the University. The Patent License Agreement Form attached hereto reflects the University’s standard approach to licensing patent rights, but such approach may be changed or modified at the sole discretion of the University.

first $5,000 net
$5,001-$50,000 net
above $50,000 net
Inventor
100%
50%
40%
University
0%
50%
60%

If after a patent is obtained by the University and after a reasonable amount of time and reasonable amount of effort there has been no successful licensing of the patent, the inventor may apply to the Intellectual Property Review Council (IPRC) to have the patent re-assigned to him/her. However, reassignment shall be at the sole discretion of the University, which shall not be unreasonably withheld. In the event of such a reassignment the inventor shall grant to the University a royalty-free, non-exclusive, worldwide license to employ the invention(s) for the sole use of the University, unless the University specifically waives its right to such a license, in writing.

IV. University Ownership Rights and Rights of Use
The University retains the royalty-free right to archive, use and reproduce works that it does not own, including faculty, staff, and student works, and the work of independent contractors using University facilities, not subject to “work made for hire” agreements. The University’s use is limited to non-commercial use, e.g., uses in support of education and scholarship, research, exhibition, archiving, accreditation, development, alumni relations, and promotion of the University and its activities generally.

The University retains ownership of sponsored works, commissioned works, or works involving the use of substantial University resources (see Appendix A and Section V), or works made for hire (see Appendix A). The University retains all such rights unless they are modified by the specific terms of a written agreement. The rights of the University to a non-exclusive, global license to use and reproduce copyrighted materials for educational, research, and promotional purposes must be included in any agreement with a non-University sponsor.

A. Trademarks The University of the Arts, on behalf of itself and other such established University entities, claims ownership and exclusive right to use all relevant marks. This Policy is designed to protect the reputation of the University and related entities, and to prevent income from being generated through illegal or unapproved use of the University marks. The University’s marks include any and all names, logos, insignias, and related words, phrases, and images used by the University and its related entities.

No University mark may be used without the prior, written authorization of the appropriate authorities in the University. However, faculty, staff, and students may use the mark for professional identification or affiliation. All products and services bearing the University’s marks and distributed for sale or other promotional purposes are subject to the licensing policies of the University.

All requests for use of University marks must be submitted in writing to the Director of University Communications. If the party seeking permission to use a University mark is an entity outside of the University, be it a business, institution, organization, or an individual, that party must sign a license agreement with an official agent of the University authorizing its use of the requested University mark(s). The Director of University Communications retains information concerning what names, logos, insignias, and related words, phrases, and images currently comprise the University’s marks.

V. Substantial Use of University Resources
Although “Substantial University Resources” is defined (see Appendix A), it is acknowledged that such resources and their use may change over time, with changes in technology, physical infrastructure of the University, modes of employment, etc. Therefore, this Policy allows the Intellectual Policy Property Review Council (IPRC) to review the definition of “substantial use” in a regular manner in order to establish an appropriate standard. At the same time, this Policy allows appeal by all parties to the IPRC, as described below.

VI. Review Scheme
There will be an Intellectual Property Review Council (IPRC), comprising members drawn from the faculty, staff and administration of the University. The IPRC will comprise seven members, four of whom must be faculty. Membership in the IPRC will be determined on a yearly basis before the end of the academic year by the Provost in consultation with the standing members of the IPRC. Each year, the IPRC will designate three standing members, who will continue in service into the subsequent year.

The IPRC is responsible for reviewing appeals regarding ownership, questions arising out of the substantiality of the use of University resources, and related disputes. The IPRC will make annual recommendations to the Provost on changes to this Policy, working from issues that have arisen that academic year, and based on recent changes in the general legal, technological, academic, and business environment. All changes to this policy will be made available to the University community.

During the academic year, the IPRC is required by this Policy to address all issues brought to it within 15 working days, and present a preliminary response in writing within 30 working days from the day on which the issue was first presented to the administration and those parties involved in the question. While issues may be submitted to the IPRC during the summer, the IPRC’s review cycle will not begin until the first work day of the subsequent semester. A final resolution in writing will be issued in a timely matter, which may not exceed 60 working days from the date on which the issue was presented, such resolution to be submitted to the appropriate administrators and the involved parties.

VII. Reservation of Rights
The University reserves the right at any time in its sole discretion to modify and/or make changes to the Policy as advisable or appropriate. The University agrees, however, that it will endeavor to notify the entire University community through both print and electronic means of its intention to make modifications and/or changes to the Policy at least 30 working days prior to their enactment.

VIII. Effective Date
This Policy is effective from October 31, 2008 and will remain in effect until modified or revoked by the University.

IX. Jurisdiction
The University shall have the right to determine the most appropriate forum for any litigation and in addition to applicable federal laws, the laws of the Commonwealth of Pennsylvania without regard to choice of law provisions shall also apply in interpreting any contract or property issues raised by this Policy.

Accepted with the intention of being legally bound under the laws of the Commonwealth of Pennsylvania.

Approved by the Board of Trustees of The University of the Arts and incorporated into the Faculty Handbook, Staff Manual, and Student Handbook and University Catalog.

For the Board of Trustees:

By:_____________________________________________________________________ [Type name of Individual/Position]            [date]

APPENDIX A

Definitions of Terms Used in Policy
A. Copyright Copyright is the intangible property right granted for a limited period of time by federal statute (Title 17 of the U.S. Code) for an original work of authorship fixed in any tangible form of expression. Copyright provides the owner of a “work” (defined in F.(a) below) with a number of exclusive rights including the exclusive right to reproduce the work, to prepare derivative works based on the work, to distribute the work by sale or otherwise, to display the work publicly and to perform the work publicly (if relevant).

B. Patent A United States patent is a property right granted by federal statute that permits the owner to exclude others from engaging in a number of activities including the making, using, selling or importing of a claimed invention throughout the United States for a set period of time. In the United States, an invention must be useful, novel, and non-obvious to be eligible for patent protection. Similar rights are granted in other countries, but the discussion of Patents in this Policy will focus specifically on United States patent rights.

C. Trademark and Service Mark A trademark or service mark is a distinct word or phrase, name, symbol, device, picture, graphic or some combination of these elements that is used in trade to identify goods or services. A trademark/service mark (hereinafter collectively, a “mark”) serves both to identify the source of goods/services and to distinguish those goods and services from the goods and services of others. A mark owner can prevent other entities from using the same or a similar mark in a manner that dilutes famous marks of others, or to identify overlapping or related goods and services.

D. University Employee A University Employee is a full-time or part-time faculty member, visiting faculty, artist, scholar, or fellow (as defined in the Faculty Handbook attached hereto), or a full-time or part-time staff member (as defined in the Staff Handbook attached hereto), or student, who is employed by the University or who is working under a University contract, either expressed or implied.

E. Students A Student is a regularly registered, full- or part-time, undergraduate or graduate at the University. It includes students attending the University as “special status students”: e.g., as participants in Professional Institute for Educators (PIE), Continuing Education (CE), the Pre-College or Saturday programs; or in exchange programs or through special grants or fellowships.

F. Work A Work in this Policy is defined as any intellectual property that may be:
(a) a copyrightable expression, including literary works; musical works (including any accompanying words); dramatic works (including any accompanying music); pantomimes and choreographic works; pictorial, graphic, and sculpture works; motion pictures and other audio-visual works; sound recordings; and architectural works. These categories should be viewed broadly. For example, computer programs and most “compilations” may be registered as “literary works”; maps and architectural plans may be registered as “pictorial, graphic, and sculptural works.”
(b) a patentable composition, method, device, article or other technology, or system, as defined by United States federal statute.
(c) goods or services that merit a trademark or service mark.

G. Sponsored Work A sponsored work is a Work (as defined above) that is produced or created pursuant to a written agreement between the University and a sponsor. Sponsored works do not include works created through independent academic effort or creative activity, even when based on the findings of the sponsored project, so long as an agreement does not state otherwise.

H. Student Work A student work is a Work that is produced or created by a registered full-time or part- time undergraduate, graduate, or “special status student” of the University without the substantial use of University facilities or equipment or the direct use of University funds (where student financial aid and/or scholarships would not be considered “University funds”), that is produced or created outside of any employment by the University, and that is not sponsored, contracted, or commissioned by the University.

I. Commissioned Work A commissioned work is defined as a Work that is produced or created pursuant to a written agreement with the University and for University purposes by (a) individuals not under the employ of the University and/or (b) University employees acting outside the scope of their regular University employment, as determined by their existing University employment contract.

J. Work Made for Hire A “work made for hire” is defined by the United States Copyright Act (Section 101) to be a copyrightable work “prepared by an employee within the scope of his or her employment.” Pedagogical, scholarly, and artistic works are typically not considered by the University to be “works made for hire.” Pedagogical and scholarly works include scholarly articles and papers written for publication in journals, presentations and scholarly papers prepared for seminars and conferences, and teaching materials, including classroom lectures, seminars, presentations, and online media. Artistic works include but are not limited to photography, film, audio-visual works, sculpture, painting, choreography and the like. Curricular proposals are deemed to be works made for hire.

The Copyright Act also notes that a work made for hire includes “a work specially ordered or commissioned for use as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas, if the parties expressly agree in a written instrument signed by them that the work shall be considered a work made for hire.”

Examples of works made for hire include software programs created within the scope of an employee’s duties by a staff programmer for a computer company, a newspaper article written by a staff journalist for the newspaper that employs him/her, and a musical arrangement or ditty written for a music company by a salaried arranger on its staff.

K. Independent Academic Effort or Creative Activity Independent academic effort or creative activity is defined as the inquiry, investigation, research, or creative activity that is carried out by faculty, staff and students of the University that advances knowledge or the development of the arts, sciences, humanities, or technology where the specific direction, methodology, and content of the pursuit is determined by the faculty, staff member(s), or student(s) without the direct assignment, supervision, or involvement of the University.

L. Substantial University Resources Any substantial use of University equipment, facilities, time, personnel, and monetary expenditures is considered a use of “substantial University resources.” This use does not include resources commonly provided to University faculty and staff, such as offices, library facilities, basic artistic facilities, and everyday telephone, computer, and computer network support. However, substantial time spent in the use of these latter resources may constitute the use of “substantial University resources.” Resources not considered “commonly provided” include specially procured equipment or space, additional staffing or personnel, utilization beyond normal work hours of University personnel, and monetary expenditures that require a budget. Faculty may use the basic artistic facilities unless use infringes on student use of those facilities for coursework.