University of Pennsylvania Policy on Computer Software (Source: Offices of the President and Provost Almanac 4/15/86) 1. Purpose The policy set forth herein reflects the following goals: To maximize the incentive of University faculty and staff to create and develop innovative and useful software for instruction, research and operational purposes; To minimize the administrative burden involved in its implementation; To minimize the potential for misunderstanding, controversy, and litigation over the ownership and marketing of computer software; To protect the interests and rights of all parties that may be involved in the creation and development of software - faculty, support staff, students, the University, and, in some cases, outside contractors; and To encourage the University to develop a mechanism to facilitate interaction between creators of computer software and potential developers of software. II. Policy Provisions 1. Under ordinary circumstances, and as a general premise, the creator (or creators) of computer software shall be deemed the owner of the software in the sense that the creator has the right to market the software directly or through arrangements with commercial enterprises or the University. The creator is not obligated to share any part of the revenue from the sale or licensing of the software with the University or, except for Provision 3, with any office or organization within the University. This policy is applicable even when the creator used University equipment and facilities and received financial support from the University for the specific project. 2. In recognition of the special relationship between the University and its employees (including faculty) and students and the practical difficulty of defining the equities in the various circumstances under which software may emerge, the University shall have the absolute, unrestricted right to use without charge, for any purpose, any software created by or through the efforts of its personnel. 3. In addition to Provision 2, the University shall have a non-exclusive right to market or license any software created by its faculty and staff (and students when participating in University-sponsored or University-related projects.) If the University invokes its marketing option, whether acting alone or in concert with an external developer, its net revenues shall be allocated in accordance with the existing patent policy. 4. The creator of any item of software may petition the University to waive its non-exclusive marketing rights. The determining official for this action is the Vice Provost for Computing. Such a petition should include a description of the software sufficient to enable that official to make a tentative judgment as to whether commercial potential exists. 5. When software is developed through the efforts of two or more persons, the potential financial interests of the various parties shall be made clear in advance by a private agreement or understanding. Under such joint undertakings, faculty members have a special obligation to deal fairly with junior faculty and students. If the software is created by a research center or other recognized entity of the University, the entity may adopt a stated and consistently applied policy of vesting all rights to the software in the entity, preempting the more general rights of the University. 6. When any employees of the University, whether faculty or support staff, or any outside contractor, have been given a specific task of creating or enhancing a particular software product, with full support for the project coming from the University, the latter shall routinely require that all participants in the project waive in writing any financial interest in the product that might otherwise accrue. 7. If the work leading to creation of a specific piece of software is sponsored by a contract between the University and a government agency, business firm, foundation, or other external institution, the provisions of the contract under which the work is performed take precedence over this policy. III. Effective Date This policy shall become effective upon approval by the Trustees of the University. All contractual arrangements entered into by University personnel after the effective date of the policy for the purpose of exploiting the commercial potential of software created by such personnel shall be subject to the provisions of this policy. Any contracts entered into before that date shall be "grandfathered" and enforceable according to their terms. IV. Review and Evaluation This policy shall be formally reviewed and evaluated after it has been in operation for three years.