PARTNERED DEGREE PROGRAM INTELLECTUAL PROPERTY AGREEMENT – ATTACHMENT A

MIDDLESEX UNIVERSITY CYCLESCHEME MIDDLESEX UNIVERSITY HAS PARTNERED WITH CYCLESHEME
PARTNERED DEGREE PROGRAM INTELLECTUAL PROPERTY AGREEMENT – ATTACHMENT A





DEGREE PROGRAM COOPERATION

Partnered Degree Program Intellectual Property Agreement – Attachment A

This Agreement, effective this __ day of ____________, _________, is by and between MICHIGAN TECHNOLOGICAL UNIVERSITY (MTU), a body corporate organized and existing under the laws of the State of Michigan and located at Houghton, Michigan (Hereinafter referred to as MTU) and THE COOPERATING PARTNER, ____[location]________ (Hereinafter referred to as _______).


RECITALS


WHEREAS, the individuals hereinafter referred to collectively as “CANDIDATE" are employees at THE COOPERATING PARTNER and will be eligible to apply for admission to a graduate program and pursue graduate studies at Michigan Technological University under terms of the Letter of Agreement (Attachment ___) between THE COOPERATING PARTNER and MTU for the ______degree in ____________­­­­­­­­­­­­­­­­­­­­­_________;

WHEREAS, THE COOPERATING PARTNER will provide CANDIDATE with projects relating to CANDIDATE’s graduate program;

WHEREAS, a usual requirement of MTU's graduate programs is an agreement between CANDIDATE and MTU whereby CANDIDATE is obligated to assign all Intellectual Property rights and developments, for example in the patent and copyright areas, to MTU; and

WHEREAS, all MTU faculty members have signed an employment agreement with MTU which, among other things, obligates them to assign all Intellectual Property rights and developments, for example in the patent and copyright areas, to MTU.


AGREEMENT


NOW THEREFORE, MTU and THE COOPERATING PARTNER hereby agree and covenant as follows:

  1. MTU shall select members of its faculty to advise and conduct the graduate program for the CANDIDATE.

  2. THE COOPERATING PARTNER shall be responsible for all tuition and fees related to CANDIDATE's participation in the graduate program and due MTU.

  3. MTU, in return for THE COOPERATING PARTNER’s support of the graduate program, is agreeable to relinquishing to THE COOPERATING PARTNER its claim to Intellectual Property rights in and to any developments made by CANDIDATE during the continuance of the graduate program. Relinquishment of these rights is conditioned on the following:


          1. MTU reserves, subject to MTU's and Faculty's obligations of confidentiality as outlined in Section 7 of this agreement, the right to continue to conduct research, either externally or internally funded, utilizing the developments resulting from the execution of the projects in the CANDIDATE’S graduate program.

          2. With the exception of the rights granted above, title to Intellectual Property made or conceived jointly by MTU and by THE COOPERATING PARTNER will be owned jointly by MTU and THE COOPERATING PARTNER. Title to Intellectual Property made or conceived solely by MTU will be the sole property of MTU. Title to Patent Applications and Patents will be owned by the owner(s) of the Intellectual Property upon which such Patent Applications and/or Patents are based.

          3. In addition to the right reserved in paragraph 3a, MTU shall, subject to MTU's and Faculty's obligations of confidentiality, negotiate with THE COOPERATING PARTNER or its designee for the right to include in any future license agreements, the developments of CANDIDATE mentioned in paragraph 3a.

          4. Except as specifically provided herein, no provision contained in this Agreement and no act or acts involved in the performance of this Agreement shall be considered as or shall result in the grant, either expressly or by implication, of any license to THE COOPERATING PARTNER to use any information or Intellectual Property now or hereafter owned by MTU.

  1. With respect to developments owned by the COOPERATING PARTNER, MTU will cooperate fully with THE COOPERATING PARTNER in any efforts to obtain protection on any developments, for example patent or copyright protection, but at THE COOPERATING PARTNER’s expense, and THE COOPERATING PARTNER shall be solely responsible for all costs and expenses related to obtaining and maintaining any such protection.

  2. MTU and CANDIDATE shall have the right to publish CANDIDATE's dissertation/thesis and other information generated as a result of this program. Before submission for publication, however, MTU and CANDIDATE shall notify THE COOPERATING PARTNER of its intention to publish and shall submit the manuscript to THE COOPERATING PARTNER for review and comment. THE COOPERATING PARTNER shall have sixty (60) days from receipt of the manuscript to present any written comments to MTU and CANDIDATE. THE COOPERATING PARTNER’s comments shall be given due consideration by MTU and CANDIDATE. Publication may be delayed at THE COOPERATING PARTNER’s written request for a period not to exceed one hundred eighty (180) days if it contains a disclosure of an inventions on which THE COOPERATING PARTNER desires to file a United States or foreign patent. It is understood that in no case can this provision for delay of publication cause a delay in the normal academic progress of CANDIDATE with respect to preparation and submission of a dissertation/thesis. It is further understood that THE COOPERATING PARTNER may demand that the dissertation/thesis exclude any or all material that identifies THE COOPERATING PARTNER or is deemed by THE COOPERATING PARTNER to disclose information that is confidential to THE COOPERATING PARTNER or for which THE COOPERATING PARTNER has an obligation to maintain the confidentiality on the behalf of another entity. It is also understood that all such exclusions must be requested and made prior to the committee’s signing of the D7/M5 form (Scheduling of Final Oral Examination) and that the dissertation/thesis as defended will be published with no further exclusions.

  3. MTU shall obtain written agreement from all faculty members and CANDIDATES participating in these contemplated graduate programs formalizing their acquiescence to the terms of this Agreement, on forms “Faculty Acknowledgement” and “Candidate Acknowledgement.”

  4. It is expected that the faculty members of MTU advising CANDIDATES participating in this program will, from time to time during MTU's participation in the graduate program, be exposed to information that is confidential to THE COOPERATING PARTNER, or information for which THE COOPERATING PARTNER has an obligation to maintain confidential on behalf of other entities. Therefore, subject to the terms of Attachment B, MTU and each faculty member shall obtain written permission from THE COOPERATING PARTNER before disclosing to others any information duly designated per the terms of Attachment B that is acquired as a result of that faculty member's participation in the graduate program.

IN WITNESS WHEREOF, the parties hereto by their duly authorized officers have executed this Agreement as of the day and year first written above.


MICHIGAN TECHNOLOGICAL UNIVERSITY

ATTEST: By:

Title:

THE COOPERATING PARTNER

ATTEST: By:

Title:


FACULTY ACKNOWLEDGEMENT


This Acknowledgement, effective this _ day of _______, is to MICHIGAN TECHNOLOGICAL UNIVERSITY, a body corporate organized and existing under the laws of the State of Michigan and located at Houghton, Michigan (hereinafter referred to as MTU) from _______________________, an individual and member of MTU's faculty residing at _____________________________, (hereinafter referred to as FACULTY MEMBER).

MTU and THE COOPERATING PARTNER have entered into certain Agreements entitled "Partnered Degree Program Intellectual Property Agreement" as executed on ___________________, and FACULTY MEMBER has read and is familiar with the terms and mutual obligations and rights of MTU and THE COOPERATING PARTNER set forth in those certain Agreements.

FACULTY MEMBER hereby acknowledges a complete understanding of the terms and mutual obligations and rights of MTU and THE COOPERATING PARTNER, and hereby acquiesces in those terms and mutual obligations and rights as they may relate to FACULTY MEMBER's participation in the graduate program, or programs, contemplated by the above referred to "Degree Program Cooperation" Agreements.



WITNESS:

FACULTY MEMBER:




CANDIDATE ACKNOWLEDGEMENT



This Acknowledgement, effective this ___________ day of _____________, _________, is to MICHIGAN TECHNOLOGICAL UNIVERSITY, a body corporate organized and existing under the laws of the State of Michigan and located at Houghton, Michigan (hereinafter referred to as MTU) from ___________________ an individual and employee of THE COOPERATING PARTNER residing at _____________________________, (hereinafter referred to as CANDIDATE).

MTU and THE COOPERATING PARTNER have entered into certain Agreements entitled "Partnered Degree Program Intellectual Property Agreement" as executed on ___________________, and CANDIDATE has read and is familiar with the terms and mutual obligations and rights of MTU and THE COOPERATING PARTNER set forth in those certain Agreements.

CANDIDATE hereby acknowledges a complete understanding of the terms and mutual obligations and rights of MTU and THE COOPERATING PARTNER, and hereby acquiesces in those terms and mutual obligations and rights as they may relate to CANDIDATE's participation in the graduate program, or programs, contemplated by the above referred to "Degree Program Cooperation" Agreements.

CANDIDATE must be sensitive to the fact that information which is confidential to THE COOPERATING PARTNER, or for which THE COOPERATING PARTNER has an obligation to maintain as confidential for others is not to be incorporated in to a doctoral dissertation or master’s thesis/report without informing THE COOPERATING PARTNER management and obtaining written permission.


WITNESS:

CANDIDATE

Attachment B: Proprietary Information Non-Disclosure Agreement

1. In order to protect certain administrative, financial, scientific, or technical information hereinafter called “Proprietary Information”, both Michigan Technological University and THE COOPERATING PARTNER mutually agree as follows:


2. Michigan Technological University shall be: a Disclosing party a Receiving Party X Both

THE COOPERATING P shall be: a Disclosing party a Receiving Party X Bot


3. The primary representative of each party responsible for coordinating disclosure or receipt of Proprietary Information is:


Michigan Technological University:

THE COOPERATING PARTNER :


4. The party receiving the Proprietary Information shall make use of the Proprietary Information only for the following specific purposes(s):




5. The Proprietary Information to be disclosed pursuant to this Agreement is described generally as:


6. This Agreement pertains only to the Proprietary Information that is disclosed between the Effective Date (last signature date) and .


7. Each party receiving Proprietary Information under this Agreement shall maintain the information in confidence in accordance with the terms of this Agreement notwithstanding any termination of this Agreement for a period of [(five)__________ ] years from the date the Proprietary Information is disclosed to the Receiving Party.




8. Such Proprietary Information shall be identified prior to disclosure with an appropriate marking or identification such as PROPRIETARY or any other similar legend. If such information is disclosed either orally or visually, then to receive the protection pursuant to this Agreement such Proprietary Information must be reduced to tangible form otherwise in compliance with this Agreement and furnished to the Receiving Party within thirty (30) business days of the original disclosure.


9. The Receiving party shall not disclose Proprietary Information to any third party individual, corporation, or other entity without the prior written consent of the Disclosing Party and shall further limit the circulation and disclosure of the Proprietary Information within its own organization to its employees having a “need to know” the Proprietary Information for the purpose set forth in this Agreement, and to ensure that such employees are informed of the Proprietary nature thereof and agree to and are required to observe the provision of confidentiality set forth herein.


10. No restriction shall exist under this Agreement with respect to any portion of the Proprietary Information that is: (a) established by the Receiving Party to have been known by it at the time of receipt and reduced to written form; (b) published or otherwise becomes generally known through no wrongful act of the Receiving Party; (c) received from a third party without similar restrictions and without breach of the restrictions within this Agreement; (d) independently developed by the Receiving Party prior to receipt of the Proprietary Information; (e) furnished to a third party by the Disclosing Party without a similar restriction on the recipients’ rights; (f) approved in writing for release by the Disclosing Party; (g) required by court order or governmental agency to be disclosed; or (h) disclosed by inspection of a product incorporating the Proprietary Information after the product has been disclosed or sold.


11. All Proprietary Information delivered by either party to the other pursuant to this Agreement shall be and remain the property of the Disclosing Party. No copies shall be made without the prior written consent of the Disclosing Party.



All such Proprietary Information including the copies made thereof is the sole property of the Disclosing Party and shall be promptly returned to the Disclosing Party or destroyed upon written request by the Disclosing Party.


12. The Receiving Party shall protect the disclosed Proprietary Information by using the same degree of care, but no less then a reasonable degree of care, that the Receiving Party uses to protect its own Proprietary Information.


13. No Patent, Copyright, Trademark, or License, express or implied, in the information is granted to the Receiving Party other than to use the information in the manner and the extent authorized by this Agreement. In addition, under this Agreement, neither party has an obligation to: (a) purchase any services or item from the other party, (b) deal exclusively with the other party in any field; nor (c) offer for sale products using or incorporating the Proprietary Information. The parties do not intend that an agency, partnership, team or joint venture relationship be created between them by this Agreement.


14. This Agreement shall be binding upon the parties, their successors, and assignors. Neither party shall assign this Agreement or any Proprietary Information received from the other party pursuant to this Agreement without the other party’s prior written consent.


15. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Michigan.


16. This Agreement constitutes and expresses the entire Agreement of the parties with respect to all matters pertaining to this Agreement. All previous discussions, promises, representations, and understandings relative to this Agreement, if any, between the parties is hereby merged. Any amendment or modification to this Agreement shall be in writing and executed by duly authorized representatives of the parties.








Created by mjurion Original March 9, 2001 7





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