In the past, UNL has used external consultants and/or students to develop software, multimedia projects and other copyrightable works. Recently, there have been several instances where external consultants or students have been hired without a written, signed agreement to govern the terms of the work that was produced. This is a letter to you to note that it is strongly advisable that work of this type be done under the terms of a proper agreement.

The failure of the University to obtain a written agreement dealing with issues such as ownership and use of works has been detrimental in several cases. For example, a University department recently hired a computer software developer to design some software for an educational tool the department was working on. The work was done without a written, signed agreement. When the University sought to use the software, the developer threatened to sue the University. Since no written agreement was in place, all title remained with the developer and the developer had never granted the University permission to use the work.

Some of this confusion is likely due to a misunderstanding of copyright law and the ownership of copyrightable works. Ownership of copyrightable works is usually retained by the individual or individuals who create the work unless they are contractually bound to transfer rights of use or ownership to another individual or entity. Works created by University employees in the course and performance of their job duties are addressed in Regents Policy 4.4.1, Ownership of Intellectual Property. Works created by individuals who are not employees of the University do not fall within this policy. In the absence of a written agreement that provides for the transfer of rights or ownership to the University, all rights to works created by individuals who are not University employees will probably be retained by those individuals, and the University will probably not have right to use these works in any manner even though the university may have paid for their creation.

Therefore, it is advisable that any proposed arrangement for the use of individuals external to the University to create materials for the University should proceed with a proper written and signed agreement that addresses the issue of rights and ownership. To assist in resolving this problem, I have attached a “boilerplate” contract that could be adapted to address the particular needs of your college/department. Turan Odabasi, Special Associate General Counsel for Intellectual Property (472-0259), is available to provide all necessary services, including providing standard agreements for your use, to help facilitate and expedite the process of securing written, signed agreements in these situations.

Thank you.