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Ideal Contractual Provisions in an Instructor Online Agreement to Protect Intellectual Property Rights

When participating in online teaching at their university, instructors are advised to seek contributor agreements that contain the following ideal provisions in order to be assured that they will retain copyright over the courses they have created. These ideal provisions would preserve the status quo that the instructor owns the copyright in all “Course Materials” as that term is defined in the university’s existing policy and allow the third party to use the course materials during the term of the agreement between the University, the third party and the instructor.  The instructor could provide the third party entity with a license for the term of the agreement so that the third party could use the course materials.  The agreement between the instructor and the third party should contain provisions similar to the following:

  • All right, title and interest, including copyright, in Course Materials created by the instructor will remain with the instructor.  Course Materials include, but are not limited to, lectures, lecture notes, and materials, syllabi, study guides, bibliographies, visual aids, images, diagrams, multimedia presentations, web-ready content, and educational software.
  • The instructor hereby grants a non-transferable, royalty free, fully-paid up, worldwide, non-exclusive license during the term of the agreement to the Course Materials, course content, and content improvements for use by the third party provider in connection with the offering of the course.  This license includes the right to use the instructor’s name, voice, image or likeness (whether still, photograph or video) in connection with the Course Materials during the term of the agreement.
  • The license includes without limitation the right to reproduce, modify, adapt, translate, distribute, transmit, publicly display, publicly perform and otherwise disseminate and make available the Course Materials, course content, and content improvements provided however that the third party provider will not modify, adapt or translate the course content without the prior written consent of the instructor.
  • This license has a term of [time] and may be terminated in writing by the instructor with [reasonable time period, perhaps 90 days] notice to the third party.
  • The third party provider agrees that after the term of the agreement has expired, it will have no right or authorization to reproduce, modify, adapt, translate, distribute, transmit, publicly display, publicly perform and otherwise disseminate and make available the Course Materials, course content, and course improvements, nor to use the instructor’s name, voice, image or likeness (whether still, photograph or video).

These suggestions should not be taken in lieu of seeking formal legal advice.

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