Intellectual property rights agreement for cooper union invention factory team members
Intellectual Property Rights Agreement For COOPER UNION Invention Factory Team Members
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Intellectual Property Rights Agreement
UNION Invention Factory Team Members
This Intellectual Property Rights
Agreement (“Agreement”) is effective this _____ day of
________________, 2013, between The Cooper Union for the Advancement
of Science and Art, a New York corporation, having an address at 30
Cooper Square, New York, NY 10003 (“The Cooper Union”), and the
following The Cooper Union Invention Factory participants or team
members (collectively, one or more “Team Members”):
of Team ,
individual having an address at ;
of Team ,
individual having an address at
The purpose of this Agreement is
to define Intellectual Property Rights for any invention, copyright,
or other interest in Intellectual Property arising from participation
of the Team Members in the Invention Factory program.
With this purpose, and in
consideration of the opportunity to engage in the Invention Factory
program, The Cooper Union and the Team Members agree as follows:
“Invention Factory” means the
Invention Factory program entitled above.
Property” means any and all
inventions, discoveries, processes, machines, useful or ornamental
designs, creations, ideas, or improvements thereof, and any and all
materials for which patent, copyright, or other protection may be
sought, including, but not limited to, systems, methods, apparatus,
writings, computer software, computer programs, names, marks,
logos, artistic works, designs, graphics, trade secrets, and print,
audio, graphic, visual, and multimedia works.
“Intellectual Property Rights”
(“IP Rights”) means all rights in any Intellectual Property
arising from participation of the Team Members in the Invention
Factory, including any and all Intellectual Property made by or
contributed to by the Team Members during participation in the
Invention Factory, regardless of inventorship or authorship, and
regardless of whether patentable, subject to registration, or
otherwise protected in any jurisdiction.
“Inventor” means any inventor
of any patent or similar interest granted on any Intellectual
Property arising from participation of the Team Members in the
Invention Factory, or of the subject matter of any application for
such a patent or similar interest.
“Author” means any author of
any work, design, name, mark or similar interest arising from
participation of any Team Member in the Invention Factory, or of
the subject matter of any application or registration for copyright
or similar protection for such an interest.
gross income received from sale or license of any Intellectual
Property Right, less costs paid for securing, protecting, and
exploiting the Intellectual Property Right. For the purposes of
Net Income, relevant costs include, but are not limited to, costs
related to filing, registration, prosecution, issuance and
maintenance of patent applications and copyright registrations;
costs for negotiating, drafting, executing, and recording licenses,
sales, and other agreements for exploitation of Intellectual
Property Rights; accounting costs and taxes; and costs of
litigation, arbitration, and disputes related to enforcing,
maintaining or defending Intellectual Property Rights.
Ownership of Intellectual Property
All Intellectual Property Rights
described herein are the property of The Cooper Union, regardless
of inventorship or authorship.
Each Team Member acknowledges an
obligation to assign, and does presently assign, all rights, title
and interest in all such Intellectual Property Rights to The Cooper
Union, including, but not limited to, all right, title and interest
in all inventions and works invented by or authored by the Team
Each Team Member agrees to promptly
execute and deliver to The Cooper Union any assignment or other
document or documents that The Cooper Union may reasonably request
to evidence or perfect title to the Intellectual Property Rights,
as described herein. A sample of a Patent Assignment is attached
hereto as Exhibit A.
Maintenance of Intellectual Property
The Cooper Union shall have sole
discretion to file patent applications and registrations for
copyright for the Intellectual Property Rights, and to seek any
other protection for the Intellectual Property Rights. The Cooper
Union may license, sell, or otherwise exploit any or all of the
Intellectual Property Rights, at the sole discretion of The Cooper
The Team Members shall, from time to time
or upon request, supply any additional information or execute any
documents reasonably related to filing, prosecution, issuance,
maintenance or defense of the Intellectual Property Rights.
The Cooper Union shall have sole
discretion not to seek, obtain, maintain, enforce, license,
sell, exploit or defend any or all of the Intellectual Property
Rights, and to terminate any such action, at any time, and in any
jurisdiction, foreign or domestic.
If The Cooper Union chooses not to
obtain, maintain, enforce, or defend a particular patent or
copyright interest in the Intellectual Property Rights, The Cooper
Union agrees to assign rights in such interest to one or more
inventors or authors thereof, upon a reasonable request and a
showing of inventorship or authorship of the respective interest.
To the extent that The Cooper
Union receives Net Income exceeding $50,000 on any patent or
copyright interest in an Intellectual Property Right arising from
participation of the Team Members in the Invention Factory, The
Cooper Union agrees to pay the Inventors and Authors of the interest
a portion of the Net Income according to the following schedule:
$50,000 Net Income: 100%, shared equally among the Inventors and
Authors of the interest from which the Net Income is received.
Reports and Payments
The Cooper Union agrees to provide or
make available to Inventors and Authors quarterly statements
reflecting Net Income derived from respective interests in the
Intellectual Property Rights, within about 45 days after the end of
each calendar quarter. Quarterly statements shall be accompanied
by payment due, if any.
The Cooper Union agrees to keep
reasonable records of sales, license fees, royalties, and other
revenue generated from interests in the Intellectual Property
Rights, in sufficient detail to determine royalties payable to the
respective Inventors and Authors.
The Cooper Union agrees to permit the
Authors and Inventors of patent and copyright interests to examine
records related to the respective interests from time to time, to
the extent reasonably necessary to verify quarterly reports or
This Agreement will terminate at the end
of five years from the first date written above, or on the date of
the last applicable quarterly report, whichever is later.
This Agreement may also be terminated at
any time at the sole discretion of The Cooper Union, by assignment
to the Team Members of all interests in any Intellectual Property
interest arising from participation of the Team Members in the
Invention Factory, including any Intellectual Property interest
invented or authored by the Team Members.
This Agreement may also be terminated at
any time by mutual written agreement of The Cooper Union and the
Integration. This Agreement
constitutes the entire understanding and agreement between The
Cooper Union and the Team Members, and supersedes all prior and
contemporaneous representations, understandings and Agreements
between these parties with respect to the subject matter hereof,
all of which are merged herein. It is expressly understood and
agreed that, there being no expectation to the contrary between the
parties hereto, no usage of trade or custom and practice within the
industry, and no regular practice or method of dealing between the
parties hereto, shall be used to modify, supplement or alter in any
manner the terms of the Agreement or any part hereof.
Amendments. All amendments and
modifications of this Agreement shall be binding upon the parties,
despite any lack of consideration, so long as the same shall be in
writing and executed by the parties hereto.
Jurisdiction. This Agreement was
entered into in New York, and its validity, construction,
interpretation and legal effect shall be governed by the laws and
judicial decisions of the State of New York applicable to contracts
entered into and performed entirely within the State of New York.
Waiver. No waiver of any
provision of this Agreement or any rights or obligations of any
party hereunder shall be effective, except pursuant to a written
instrument signed by the party or parties waiving compliance, and
any such waiver shall be effective only in the specific instance
and for the specific purpose stated in such writing.
Severability. In the event that
any provision hereof is found invalid or unenforceable pursuant to
judicial decree or decision (“Stricken Provision”), the
remainder of this Agreement shall remain valid and enforceable
according to its terms. The Parties agree to have the Stricken
Provision equitably reformed to a valid and enforceable provision
that most nearly achieves the purpose and effect of the Stricken
Survival. Section 2 of this
Agreement shall survive termination of the Agreement for any
IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Agreement as of the
date above specified.
THE COOPER UNION FOR
THE ADVANCEMENT OF SCIENCE AND ART