2011/10/05 Council Agenda Packet

• including any damages, attorneys' fees or costs awarded by reason of having opposed disclosure. Such Co-funder shall not be liable for any release where notice was provided and neither took any action to oppose the release of information. Notice of any proposed release of information pursuant to the applicable state public records statute(s)(i.e. Chapter 42.56 RCW), shall be provided to the Foundation and the Sub-recipient according to the"Notices"provision herein. XII. INTELLECTUAL PROPERTY AND PUBLICATION A. Proprietary Rights to Intellectual Property: The Foundation's and Co-funders' primary purpose in funding the Sub-recipient is to further scientific and technological knowledge in the area of research covered by this Project. As such, certain written works and copyrightable computer software programs created during the course of this PFA are to be owned by the Foundation and licensed to Co-funders while patented inventions or inventions in the process of being patented,created by the Sub-recipient, including software inventions,made under this PFA shall be owned by the Sub- recipient and other created Intellectual Property are to be owned by all the parties jointly as more specifically delineated below. • B. Foundation Intellectual Property: The Parties intend that the Foundation shall own all U.S. and world- wide copyright in the Scope of Work,all Periodic Reports, all Draft Reports,the Final Report, and the Project Profile,all drafts of these works and reports, and all non-patented computer software developed as a deliverable for this Project as defined in the Foundation's"Proposal Guidelines,"and in Exhibit A. Such property is hereby assigned to the Foundation(hereafter"Foundation Intellectual Property"). No Foundation Intellectual Property shall be utilized or distributed by the Sub-recipient or Co-funders or any Subcontractor in any manner without Foundation's prior written approval, except for Educational Purposes as defined in I.F. The Sub-recipient shall execute whatever additional documents are necessary in order to comply with this Section XII.B. and all subsections(e.g.,a U.S. Copyright Office application or other world-wide application for copyright protection,or short foul" license or assignment agreement(s)for recordation) (See Exhibit E Assignment of Copyright). 1. The Foundation hereby grants the Sub-recipient and Co-funders a royalty free,world-wide, nonterminable,nonexclusive license,without the requirement for any accounting,to utilize Foundation's Intellectual Property solely for Educational Purposes as defined in Section I.F. above except as restricted by this PFA(See XI.A.2). 2. The Foundation hereby grants the Co-funders a royalty free,world-wide,non-terminable,non- assignable,nonexclusive license,without the requirement for any accounting,to utilize Foundation Intellectual Property for any and all internal business purposes in order to improve their business,plant(s),operating procedures, equipment, software,processes,or otherwise. 3. While Sub-recipient and Co-funders may not utilize any Foundation Intellectual Property for other purposes without prior written permission from the Research Manager,reasonable requests to present or publish portions of the Foundation Intellectual Property to third parties will be seriously considered, as the Foundation is highly interested in the distribution of the information developed through this PFA. FINAL 09012011 12 Joint Multi Funded PFA 50