WIPO Intellectual Property Policy Template for

Universities and Research Institutions

Version January 29, 2019

Table of Contents

ARTICLE 1 - PREFACE........................................................................................................4

ARTICLE 2 - DEFINITIONS...................................................................................................5
ARTICLE 3 - SCOPE OF THE POLICY.................................................................................8

ARTICLE 4 - GOVERNANCE AND OPERATION..................................................................9

ARTICLE 5 - OWNERSHIP OF IP AND RIGHTS OF USE..................................................10

ARTICLE 6 - PUBLICATION, NON-DISCLOSURE AND TRADE SECRETS....................13

ARTICLE 7 - RESEARCH CONTRACTS.............................................................................16

ARTICLE 8 - DETERMINATIONS BY THE IPMO................................................................14

ARTICLE 9 - COMMERCIALIZATION OF IP.......................................................................18

ARTICLE 10 - INCENTIVES AND DISTRIBUTION OF REVENUES...................................19

ARTICLE 11 - IP PORTFOLIO MAINTENANCE..................................................................22

ARTICLE 12 - TRADITIONAL KNOWLEDGE AND GENETIC RESOURCES.....................22

ARTICLE 13 - CONFLICTS OF INTEREST AND CONFLICTS OF COMMITMENT............23

ARTICLE 14 - DISPUTE......................................................................................................23
ARTICLE 15 - AMENDMENT...............................................................................................24

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Foreword

Universities and research institutions have a fundamental role in socio-economic

development. Innovation and scientific development are the basis for economic,
technological and social mobility as well as for economic growth. Universities and research
institutions are a main arena in which scientific development and innovation takes place and
the intellectual property (IP) system is the main mechanism that enables universities and
society at large to capture the value of innovation.

It is the IP system that assists Universities and research institutions to commercialize their
knowledge assets and by doing so potentially obtain additional sources of funding,
which may be channeled into, amongst other, further research. At the same time,
partnerships with the private sector and other organizations can ensure that academic
research outcomes have broader impact, including competitiveness of industry and the
regions, establishment of new companies, or addressing a variety of socio-economic
challenges such as health, energy, and food security. This is the primary reason for
Universities and research institutions in a developing and least developed context for
engaging in the commercialization of their research outcomes: to ensure relevance of the
research for impact in society.

This approach requires support for the entrepreneurial dimension of knowledge transfer,
where strategies that leverage IP assets at the same time place emphasis on how academic
research and the resultant IP best provide economic, environmental and social benefits for
society at large.

An institutional IP policy is the very foundation of IP management in that an IP policy:

 serves as the starting point for a common understanding about IP, IP rights and
incentives for researchers;
 establishes the structure for the way an academic or research institution deals with
the ownership and disposition of its IP. As such, it ensures certainty and
transparency to reinforce the links between the institutions and industry; and
 is also fundamental in helping institutions address social commitments, and
especially, in ensuring the dissemination of knowledge and technology for the public
good.

The World Intellectual Property Organization (WIPO) provides support programs to assist
Universities and research institutions in the efficient identification, management and
commercialization of research outcomes and the resultant IP. This Intellectual Property
Policy Template for Universities and Research Institutions (Template) aims to provide a
compendium of key issues that are essential in an IP policy, including ownership, incentives,
confidentiality and publication, IP management and commercialization, recording and
maintenance of IP, and IP-related conflicts of interest.

The Template provides a coherent set of clauses that comprise an effective IP Policy. The
clauses may be used as is. However, there are a variety of policy choices and clauses that
may be used instead of those provided in the Template. The Guidelines for
Customization of the IP Policy Template provide these alternatives and provide options
through different country examples, and an analysis of pros and cons of various
approaches.
The primary purpose of this Template and its Guidelines is to provide a range of options,
rather than a set of recommendations. The aim is to promote reflection and critical thinking;
to stimulate certainty in terms of IP ownership; to encourage responsible IP

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commercialization of research results; and to provide objective information that will support
IP policy drafters as they make judgments, tailored for their institution.

Institutions wishing to use this document as the basis for their policy are permitted to, and
should, delete, amend and add relevant information to meet the institution’s specific
obligations, requirements and practices, as well as to conform to existing institution policies
and applicable laws. The Template is not to be treated as a substitute for professional legal
advice. Institutions are encouraged to obtain advice from an appropriate professional
source.

Authorship and Acknowledgements

This IP Policy Template is the product of the collective energy of dozens of people and
institutions in many countries. The main authors are Ms. Lien Verbauwhede Koglin, Mr.
Richard Cahoon, Mr. Mohammed Aljafari, Ms. Hagit Messer-Yaron, Mr. Barthelemy Nyasse,
Ms. Maria del Pilar Noriega Escobar and Ms. Tana Pistorius. We would like to thank Ms.
Kerry Faul, Ms. Yumiko Hamano, Ms. Justyna Ożegalska-Trybalska, Mr. Mohamed Shariff
and Mr. Mc Lean Sibanda for their constructive inputs, as well as Ms. Natalia Henczel for
the coordination.

The IP Policy Template is part of the World Intellectual Property Organization’s (WIPO)
Intellectual Property (IP) Toolkit for Universities and Research Institutions –
Connecting Academic Research with the Economy and Society.

This publication is part of the WIPO IP Toolkit for Universities and Research
Institutions1, which also includes:
 Guidelines for the Customization of the IP Policy Template: An explanatory guide to
adapt the IP Policy Template to the varied legal frameworks, cultural contexts, and local
ecosystems in which institutions operate. Authors: Ms. Lien Verbauwhede Koglin, Ms.
Kerry Faul and Mr. Richard Cahoon.
 IP Policy Writers’ Checklist: Practical guidance and step by step information on the
different stages the process of creating or improving an IP Policy usually involves.
Author: Ms. Lien Verbauwhede Koglin.
 Academic Intellectual Assets Map: Designed to assist the Toolkit User to understand the
broad scope of potential assets that an academic institution owns or may own and the
way to strategically use them. Project Leader: Ms. Olga Spasić, authors: Mr. Steven Tan
and Dr. John Fraser.
 Model Agreements: Compilation of model agreements for knowledge and technology
transfer between academic institutions and with business partners. Project Leader: Ms.
Olga Spasić, author: Mr. D. Patrick O'Reilley.
 Case studies: Five Hypothetical Case Studies, as a tool for training technology
managers and which correspond and make reference to several of the Model
Agreements. Project Leader: Ms. Olga Spasić, authors: Ms. Hagit Messer-Yaron and Dr.
Keren Primor.


1
The Toolkit provides a one-stop-shop for academic and research institutions that seek guidance in the course of shaping and
implementing their institutional IP policies. A copy can be found on the WIPO website.

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 WIPO Intellectual Property Policy Template
for Universities and Research Institutions

ARTICLE 1 - PREFACE

1.1. Context and Institution Mission

1.1.1. The core mission of the [Name of the Institution] (“Institution”) is [Mission].

1.1.2. The Institution is committed to ensuring that Intellectual Property (IP) emanating
from its Research activities is used in support of the objectives set out in its
[Charter and Statutes], and in accordance with its legal obligations, for the benefit
of the Institution, the Creators and, most importantly, society-at-large.

1.2. Purpose of the IP Policy

1.2.1. Promotion of IP utilization. The intent of the IP Policy is to facilitate the

widespread use of, through various modalities of access to, the Institution’s IP.

1.2.2. IP management. The IP Policy seeks to set the framework for the translation of the
IP arising from the Institution’s Research into products, services and processes. It
encourages Staff Members, Students and Visitors to become Creators and to
identify IP with potential commercial value. It also establishes clear rules and
procedures for the management and Commercialization of such IP generated at the
Institution.

1.2.3. Balance of interests. The IP Policy seeks to ensure the legal protection, where
applicable; effective management and Commercialization of Institution IP; while at
the same time not impeding with the traditions of education and scholarship,
academic freedom, open and timely publications, Institution sovereignty, and the
Institution’s mission serving the public interest.

1.3. Overall Principles

The Institution operates under the following overall principles:

1.3.1. Responsible Commercialization. Where IP arises that has commercial potential

as a result of Research, the Institution intends to make such IP available in a form
that will most effectively promote its development and use for economic and social
benefit.

1.3.2. Incentives. The Institution wishes to recognize and reward Staff Members,
Students and Visitors whose IP generates a demonstrable socio- and/or economic
impact.

[Option - Clause to promote the inclusion of local, regional and/or small businesses
in development and Commercialization of Institution IP:]

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1.3.3. Local development. The Institution encourages Research that responds to the
local, regional and national needs. In its efforts to Commercialize Institution IP, the
Institution shall seek to optimize the economic and societal benefits for industry
from [Country] [and to address [Priority needs]].

ARTICLE 2 - DEFINITIONS

Without prejudice to any applicable laws, in this Policy the definitions set out below shall
apply:

Appointment. A formal agreement for a Visitor at the Institution, which is a prerequisite to

participate in or conduct Research, scholarship, creative work, or teaching at the Institution.

Author. Any person to whom this Policy is applicable, who individually or jointly with others
makes a design, a mark or copyrightable work and who meets the criteria for authorship
under the IP laws of [Country].

Background IP. Any pre-existing IP created before the execution of any Research Project,
or prior to a Creator becoming subject to this IP Policy, by virtue of Appointment in the case
of a Visitor, employment contract in the case of a Staff Member, or registration in the case of
a Student.

Commercialization. Any form of utilisation of IP intended to generate value, which may be

in the form of a marketable product, process or service, commercial returns, or other benefit
to society. Commercialize is similarly defined.

Commercialization Entity. A company that has access to the IP of the Institution, through
any one or more of the available Commercialization modes, to produce new products,
processes or services. This can be a spin-off or start-up.

Conflict of Commitment (COC). Any situation in which an individual Staff Member’s or

Visitor’s primary professional loyalty is not to the Institution because the time devoted to
outside activities adversely affects their capacity to meet their responsibilities as set out in
their employment contract of Appointment, respectively.

Conflict of Interest (COI). Any situation in which real or perceived interests of an individual
Staff Member, Visitor or Student may run counter to the interests of the Institution or
negatively affect their employment or duties.

Course Materials. All materials used in, or in connection with, and for the purpose of,
teaching an education course through the provision of lectures, tutorials, seminars, workshops,
field or laboratory classes, assessments, practicum and other teaching activities conducted by the
Institution; and all IP in such materials.

Creator. Any person to whom this Policy is applicable, who creates, conceives, reduces to
practice, authors, or otherwise makes a substantive intellectual contribution to the creation
of IP and who meets the definition of ‘inventor’, ‘author’ or ‘breeder’ as generally implied in
the IP laws of [Country].

Enabler. Any assistants, technicians, and other individuals who have indirectly contributed
to the creation of IP by Creators - and as such may not be listed themselves as an author or

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inventor in terms of statutory IPRs - mainly through the execution of standard tasks or
following through on specific instructions, but without whose practical contribution the
Commercialization would not have been possible.

Genetic Resources (GRs). “Genetic material of actual or potential value.” 2 Genetic

material is defined as “any material of plant, animal, microbial or other origin containing
functional units of heredity”.3 Some GRs are linked to traditional knowledge (TK) through
their use and conservation by indigenous peoples and local communities, often over
generations, and through their widespread use in modern scientific Research. Examples
include medicinal plants, agricultural crops and animal breeds.

Gross IP Revenue. All revenue received by the Institution on Commercialization of

Institution IP before any deductions for IP Expenses, as defined in Article 10.

Guidelines. The Guidelines for Customization of the WIPO Intellectual Property Policy
Template for Academic and Research Institutions.

Institution. [Name of Institution].

Institution IP. IP owned or co-owned by the Institution.

Intellectual Property (IP). All outputs of creative endeavour in any field at the Institution for
which legal rights may be obtained or enforced pursuant to the law. IP may include:
a) literary works, including publications in respect of Research results, and associated materials,
including drafts, data sets and laboratory notebooks;
b) teaching and learning materials;
c) other original literary, dramatic, musical or artistic works, sound recordings, films, broadcasts,
and typographical arrangements, multimedia works, photographs, drawings, and other works
created with the aid of Institution resources or facilities;
d) databases, tables or compilations, computer software, preparatory design material for a computer
program, firmware, courseware, and related material;
e) patentable and non-patentable technical information;
g) designs including layout designs (topographies) of integrated circuits;
h) plant varieties and related information;
i) trade secrets;
j) know-how, information and data associated with the above; and
k) any other Institution-commissioned works not included above.

Intellectual Property Rights (IPRs). The proprietary rights that may be granted for an invention,
mark, design, plant variety, or other type of IP, should the statutory requirements for protection be
met to result in a patent, trade mark, registered design or plant breeders’ right, respectively.

Invention. [Definition under the IP laws of [Country]].

Inventor. Any person to whom this Policy is applicable, who individually or jointly with
others makes an Invention and who meets the criteria for inventorship under the [national IP
laws].

IP Disclosure Form. The form [provided in Annex X] to be completed by Creators and

submitted to IPMO to document their creation.

2
Article 2 of the Convention on Biological Diversity.
3
Id.

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IP Expenses. All expenses incurred by the Institution in the management and
Commercialization of IP for which Gross IP Revenue has been received.

IP Committee. The body within the Institution, set up in terms of Article 4.1, which is
responsible for overseeing the drafting, implementation, monitoring and evolution of the
Policy, and for providing strategic oversight of the IPMO.

IP Management Office (IPMO). The administrative unit established in terms of Article 4.2,
responsible for day-to-day management of all IP-related activities of the Institution.

IP Policy Template (or Template). This WIPO Intellectual Property Policy Template for
Universities and Research Institutions, to be used together with its Guidelines for
Customization.

Net IP Revenue. Gross IP Revenue less IP Expenses.

Open Educational Resources (OER). Teaching, learning and Research materials that
reside in the Public Domain and that have been released under an open license that permits
their free use or modification by others.

Plant Variety. [Definition under the national Plant Variety Law]. [Or: A homogenous
grouping of plants that can be protected by a form of plant breeder’s right such as that
defined in the International Convention for the Protection of New Varieties of Plants4.]

Policy. This [Title of the Intellectual Property Policy of the Institution].

Public Disclosure. The communication of information, relating to IP, to external parties.

Public Disclosure includes, but is not limited to, disclosure in written or oral form;
communication by email; posting on a web blog; disclosure in a news report, press release
or interview; publication in a journal, abstract, poster, or report; presentation at a
conference; examination of a thesis; demonstration of an Invention at a trade show; or the
industrial application of an Invention.

Public Domain. The freely accessible public realm in which works that are not protected by
IPRs, either because the rights have been forfeited or because the rights have been
expired, are thereby held by the public at large and available for all to use without
permission from the Creator or owner.

Research.5 Any creative work undertaken on a systematic basis in order to increase the
stock of knowledge, including knowledge of man, culture and society, and the use of this
stock of knowledge to devise new applications. It comprises three activities: basic research,
applied research and experimental development.

Research Contract. Any type of agreement between the Institution and an external party
or research sponsor, concerning Research, which could result in IP being created at the
Institution. This shall include, but is not limited to, all sponsorships, donorships and
collaborations with the external party or research sponsor.6

4
Generally referred to as “UPOV Convention.”
5
Definition from the Frascati Manual.
6
For details as to the difference between sponsorships, donorships and collaborations, and how the IP ownership clauses may
change, see the Guidelines, Article 8.

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Research Project. Any project that forms the basis of Research undertaken by the
Institution and includes projects undertaken by a Student, under the supervision of a Staff
Member or a Visitor, as part of a research degree program.

Scholarly Works. All copyright works which are the outputs of academic Staff Members, Students
or Visitors, including Research, creative and other outputs in area(s) of his/her expertise. It does not
include Course Materials [Option: and computer software and databases].

Senior Responsible Officer. The person at the Institution who has the ultimate decision-
making authority regarding IP.

Staff Member. Any person who is under a contract of employment with the Institution
including academic, research, technical, administrative and adjunct staff, whether full-time or
part-time or on a temporary basis.

Student. Any student registered for an approved course at the Institution.

Substantial Use. Extensive [unreimbursed] use of the Institution’s resources which include
but are not limited to facilities, equipment, human resources or funds [Option: and
Background IP that is not publicly available]. Not included is routine use of libraries and/or
office space.

Trade Secret. [Definition under the national Trade Secret Law]. [Or: Confidential
information not publicly available that has commercial value because of its confidential
nature, and which the owner has taken reasonable efforts to keep secret.]

Traditional Knowledge (TK). [Definition under the national TK Law]. [Or: A living body of
knowledge resulting from intellectual activity in a traditional context, which includes know-
how, practices, skills, and innovations. TK embodies the traditional lifestyles of indigenous
peoples and local communities and is transmitted from generation to generation, often
forming part of the cultural and spiritual identity of the community. TK is not limited to any
specific technical field, and may include agricultural, environmental and medicinal
knowledge. TK also often encompasses knowledge associated with Genetic Resources.7]

Visitor. Any person who is neither a Staff Member nor a Student of the Institution who
engages in work at the Institution, including visiting professors, adjunct and conjoint
professors, teachers, researchers, scholars and volunteers; and who concludes an
Appointment agreement with the Institution.

ARTICLE 3 – SCOPE OF THE POLICY

3.1. IP. This Policy applies to all IP generated at the Institution, in particular by Staff
Members, Students and Visitors.

3.2. Background IP. Upon commencing employment, enrolment or an Appointment,

Staff Members, Students and Visitors must declare any existing IP they wish to
exclude from the application of this Policy due to creation prior to their employment,
enrolment or Appointment at the Institution.

7
There is not yet an accepted definition of “traditional knowledge” at the international level. The proposed definition is provided
for the purposes of this Template.

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3.3. Applicability. This Policy applies to all Staff Members, Students and Visitors who
participate in a Research Project or produce Scholarly Works. Rights and
obligations under this Policy shall survive any termination of employment,
enrolment or Appointment at the Institution.

3.4. Binding effect of the Policy. This Policy constitutes an understanding that is
binding on the Institution, Staff Members, Students and Visitors, once adopted by
the Board or Senate of the Institution, on the following grounds:

3.4.1. Staff Members. The Institution shall ensure that the employment contract
or other agreement establishing any type of employment relationship
between the Institution and Staff Members includes a provision placing
Staff Members under the scope of this Policy.

3.4.2. Students participating in a Research Project. The Institution shall

ensure that Students participating in a Research Project sign an agreement
before commencing the project, to the effect that they have read and will
comply with the provisions of this Policy, according to Article 5.2.5.

3.4.3. Visitors. The Institution shall ensure that Visitors sign an Appointment
agreement before commencing any activity at the Institution. Such
agreement shall place the Visitor under the scope of this Policy and shall
make reference to this Policy, a copy of which will be made available to the
Visitor.

3.4.4. Informed consent. This Policy shall be included on the Institution’s website,
the [Title of faculty handbook] and the [Title of student handbooks]. In
addition, a reference to this Policy shall be made in [the terms and conditions of
enrolment of Students], academic catalogues or their equivalent. Said reference
shall be in sufficient detail to enable the full text of the Policy to be easily
accessed.

ARTICLE 4 – GOVERNANCE AND OPERATION

4.1. IP Committee

4.1.1 Purpose. The Institution shall establish an IP Committee to oversee the

implementation and evolution of this Policy and provide strategic guidance to the
IPMO (according to Article 4.2 below).

4.1.2. Composition. The IP Committee shall consist of [Composition], chaired by the

Senior Responsible Officer or their designated other.

4.1.3. Responsibilities. The IP Committee is the ultimate decision making body in the
determination of an IP management and Commercialization strategy for a particular
IP.

4.1.4. Meetings. The IP Committee shall establish regular meetings and also be available
for ad hoc meetings.

4.2. The IP Management Office (IPMO)

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4.2.1. Purpose. The Institution shall establish an IP Management Office (IPMO) or
designate a function within the Institution or another organisation to act as such, to
assist the Institution in managing and Commercializing its IP in a form that will most
effectively promote its development and use for economic and social benefit.

4.2.2. Responsibilities. The responsibilities of the IPMO shall include, but are not limited
to:
a. Outreach/awareness to Creators;;
b. Relationship management with Creators;
c. IP management;
d. Technology marketing and IP contract negotiation;
e. IP contract management; and
f. IP costs and revenue distribution.

ARTICLE 5 - OWNERSHIP OF IP AND RIGHTS OF USE

5.1. IP Created by Staff Members

5.1.1. Institution ownership. The Institution owns all IP created by a Staff Member:
a. in the course and scope of his/her employment; or
b. making Substantial Use of the Institution’s resources.

5.1.2. Staff Member ownership. Staff Members will own/co-own the IP they have
created when such IP:
a. is outside the course and scope of their employment and without Substantial
Use8 of the Institution’s resources;
b. vests in Scholarly Works (see Article 5.5);
c. [Option: Other IPRs, as required by national law, or for which the Institution
cannot or does not wish to claim ownership and the Institution has
communicated such in writing].

5.1.3. IP emanating from Research Contracts. In the absence of provisions to the

contrary in any national law [Or: where there is no Substantial Use of the
Institution’s resources], the terms of the Research Contract will regulate ownership
of IP created by Staff Members in the course of a Research Project that forms part
of a Research Contract, as set out in Article 7.

5.1.4. Appointment of Staff Members at another Institution.9 It is the responsibility of

each Staff Member that holds an honorary or other academic or research
appointment at another institution (Host Institution) to bring to the attention of the
Host Institution, including its IPMO, his/her obligations in terms of this Policy, prior
to the tenure at the Host Institution. To the extent that the Host Institution’s IP
Policy makes a claim on IP created by the Staff Member pursuant to such
appointment, the Staff Member shall ensure that the Host Institution negotiates a
suitable IP arrangement with the Institution.

5.2. IP Created by Students

8
Use will be deemed not Substantial if minimal overhead costs have been incurred by the Institution (such as the use of office
space, the library, facilities or traditional desktop computers); only a minimal amount of time has been spent using significant
Institution facilities; or the IP has been written or developed in the personal (unpaid) time of the Creator.
9
This means that such Staff Members are a visitor at another institution.

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5.2.1. Student ownership. IP created by a Student in the course of study at the
Institution (including theses, dissertations and other Scholarly Works) will be owned
by the Student. This is in contrast to IP created by a Student in a Research Project,
as per Article 5.2.3 below.

5.2.2. Theses or dissertations.

[Option 1] The Student must submit his/her final thesis or dissertation to the
Institutional repository.
[Option 2] The Student must grant a royalty-free licence to the Institution to
reproduce his/her thesis or dissertation and to distribute copies thereof to the
public.10

5.2.3. Institution ownership. IP emanating from a Student’s Research Project shall be

owned by the Institution in the following circumstances:
a. if the IP is created by making Substantial Use of the Institution’s resources
(excluding supervision) and there is no re-imbursement agreement concluded
between the Institution and the Student; or
b. if the Research carried out by the Student forms part of the Institution’s
Research Projects.

5.2.4. IP emanating from Research Contracts. 11 The terms of the Research Contract
shall regulate the ownership of IP created by a Student in the course of such
Research Contract, as set out in Article 8.

5.2.5. Institution ownership responsibilities.12 If the Institution is the owner of IP

created by a Student, in terms of Article 5.2.3 or Article 5.2.4, and hence created in
terms of a Research Project or Research Contract, respectively, the Institution
shall:
a. provide the Student with an explanation of the reasons for the assignment of IP
rights to the Institution;
b. advise the Student to seek independent advice regarding the assignment;
c. obtain a deed of assignment from the Student for all IPRs emanating from the
Student’s Research Contract or Research Project, where relevant, in return for
revenue sharing as provided for in Article 10; and
d. withdraw the Student from the Research Project or Research Contract if a
Student elects not to assign the relevant IPRs to the Institution.

5.2.6. Bursaries/scholarships. An external party that grants a bursary or scholarship to

a Student may elect to own the IP created by that Student in the course of his/her
study at the Institution provided the Student and the Institution have consented to
the assignment of IP ownership in writing and such consent is not contrary to any
applicable local or national law.

5.2.7. Student Owned IP. IPMO may, upon agreement, provide Commercialization
services to Students for their IP.
[Option 1: In this event, Students may be required to assign their IP to the
Institution and will be afforded the same rights and obligations as Staff Members
under this Policy].
10
The Rules of the Institution generally require, as a condition of enrolment, that the Institution reserves the right to retain the
original or copy of any theses, and a license as described in Article 5.2.2. Reference should be made to the applicable Rules.
Such retention does not affect any copyright or other IP right that may exist in such theses.
11
That is, if the Student is participating in a Research Project under a Research Contract between the Institution and an
external entity or research sponsor.
12
See also Article 3.4.2 of this Policy.

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 [Option 2: In the absence of an assignment of the IP to the Institution, the Students
and IPMO may agree on the specific Commercialization services required], [Option
2a: at no cost to the Student;] [Option 2b: in exchange for an agreed fee being
paid to the Institution] [Option 2c: or sharing of Commercialization revenues
accruing to the Students].

5.3. IP Created by Visitors

5.3.1. Institution ownership. Unless otherwise agreed to in writing by the Institution and
the Visitor’s home institution prior to the tenure at the Institution, Visitors are
required to assign to the Institution any IP:
a. created in the course and scope of their Appointment at the Institution; or
b. created by making Substantial Use of the Institution’s resources.

5.3.2. Institution IP. On departure from the Institution, a Visitor must sign and submit to
IPMO an IP Disclosure form disclosing any IP created, as per Article 5.3.1, whilst at
the Institution.

5.4. Special Rules for Course Materials

5.4.1. Institution ownership. The Institution will own the IP in Course Materials created
by a Staff Member or a Visitor, with the exclusion of Course Material that is created
from or for Open Educational Resources, in accordance with Article 5.7.1.

5.4.2. Licensed by the Institution. The Institution grants the Creators of Course
Materials a royalty-free, non-exclusive licence to use the Course Materials created
by them for teaching and Research purposes at the Institution. [Option: With the
express prior written permission of the Institution, such licence may be utilised for
commercial purposes outside the Institution].

5.5. Special Rules for Scholarly Works

5.5.1. Publication. The Institution recognises and endorses the rights of Staff Members,
Students and Visitors to publish their Scholarly Works, provided that any Scholarly
Work which may disclose any possible Institutional IP shall first be cleared by IPMO
after having an opportunity to protect such Institutional IP according to Article 8.

5.5.2. Institutional repository. Staff Members, Students and Visitors should endeavour
to obtain publishers’ permission to include published Scholarly Works in the
Institutional repository [whether as a published edition or in pre-publication form].

5.5.3. Licensed to the Institution. Staff Members, Students13 and Visitors shall grant to
the Institution a non-exclusive, royalty free license to use their Scholarly Works for
the Institution’s [administrative, promotional,] Research and teaching purposes.

5.6. Moral Rights

5.6.1. Recognition. The Institution undertakes to respect and protect the moral rights
which copyright law confers on Authors of copyright works.14

13
This obligation can be enforced against Students through a provision in the Student registration form in terms of which the
licence is granted to the Institution.
14
This article must be adapted in accordance with national law.

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5.6.2. Rights granted. The Institution acknowledges that moral rights vest in Authors of
copyright works irrespective of the copyright ownership thereof and include:15
a. the right of attribution of authorship in respect of the copyright works;
b. the right not to have authorship of the copyright works falsely attributed; and
c. the right of integrity of authorship in respect of the copyright works.

5.6.3. No waiver. The Institution will not require Staff Members, Students or Visitors to
waive their moral rights as a condition of employment, enrolment, Appointment or
funding.

5.7. Public Domain

5.7.1. Public Domain. Institution IP forms part of the Public Domain in the following
circumstances:
a. if a Research Contract provides that the Research results be placed into the
Public Domain; or
b. if Staff Members or Visitors made use of OERs or resources licensed through
Open Source or Creative Commons Licences16 and the licensing conditions
require release of derivatives into the Public Domain.

5.7.2. Release into the public domain. The Institution will release IP into the Public
Domain in the following circumstances:
a. where it is deemed to be in the public interest;
b. if the IP has low commercial or other development potential and low prospects
of fostering the development of new products or services; or
c. if deemed necessary by the Institution.

ARTICLE 6 – PUBLICATION, NON-DISCLOSURE AND TRADE SECRETS

6.1. Right of publication. The Institution encourages and supports the right of Creators
to decide if and when to publish their Research results, in accordance with Article
5.5 above.

6.2. Non-disclosure for IP protection. In conjunction with the right of publication,

Creators should be aware that premature Public Disclosure may result in loss of IP
protection rights17. Therefore, they are strongly encouraged to make all reasonable
efforts to identify any protectable IP as early as possible, according to Article 8, and
shall consult IPMO before making any Public Disclosure of potential Institution IP
[Option: or exercising their academic freedom rights].

6.3. Trade Secrets. The Institution may designate certain confidential information as a
Trade Secret, owned by the Institution. In that event, all Creators will be obligated
to maintain secrecy of the Trade Secret and to follow the direction for management
of the Trade Secret by IPMO.

15
The list of rights granted needs to be adapted to the moral rights recognized in national laws.
16
Creative Commons is a non-profit corporation dedicated to making it easier for people to share and build upon the work of
others within the framework of national copyright laws. The Creative Commons suite of free copyright licenses provides a
simple, standardized way to give users permission to share and use creative and scholarly work. Such licenses allow Creators
to stipulate which rights they reserve, and which rights they waive for the benefit of others.
17
Patents provide protection for technical inventions but there are strict procedures and rules which must be followed. A patent
cannot be granted if the invention has already been disclosed and so care must be taken to avoid premature disclosure before
the patent application has been filed.

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ARTICLE 7 – RESEARCH CONTRACTS

7.1. Authority. Staff Members, Students and Visitors shall not have the right to enter
into a Research Contract with external parties on behalf of the Institution unless
they are authorized to do so by an official representative of the Institution.

7.2. Research Contract Policy. All Research Contracts must be executed and
performed in compliance with the Institution’s Research Contract Policy (where
available) [named XX].18

7.3. Due diligence. Persons acting for and on behalf of the Institution shall exercise all
due diligence and consult IPMO when negotiating and signing contracts that may
affect the Institution’s IPRs.

7.4. Ownership and rights to use. Subject to any provisions in law to the contrary,
ownership and rights to use shall be agreed upon with the external entity, in
accordance with the guidelines in [Annex XX].

7.5. Government rules. Research Contracts shall comply with any applicable law
and/or Government regulations and/or rules, which may be applicable to Research
undertaken by the Institution, in particular, as far as it relates to the ownership of IP
resulting from such Research. [Option: The appropriate legal representative of the
Institution will be consulted in this respect before signature of any Research
Contract unless this responsibility has been delegated to IPMO by the Institution.]

7.6. Approval. [Option 1: Proposed Research Contract and other legal statements
concerning the Institution’s IPRs shall comply with the provisions of this Policy. Any
variance from this Policy must be approved by the Senior Responsible Officer.]
[Option 2: Before signing, the full copy of the proposed Research Contract and
other legal statements concerning the Institution’s IPRs shall be submitted to IPMO
for advice and approval by the Senior Responsible Officer, unless this responsibility
has been delegated in writing to IPMO by the Institution].

7.7. Basic Principles. The IP clauses in all Research Contracts shall the governed by
the following basic principles:

7.7.1. Concluded from the outset. A Research Contract must be executed in

writing and signed by the Institution and the external party(ies)/sponsor(s)
prior to the commencement of any Research Project and, as appropriate
and without limitation, must contain terms relating to ownership,
management and use of IP arising from the Research Project as well as
any Background IP.
7.7.2. Background IP. All Institution Background IP must be properly recorded
and declared prior to the commencement of a Research Contract and
belongs to the Institution. Similarly, Background IP of the external
party/sponsor, belongs to such party or sponsor. Use of such Background
IP requires express written permission.

18
In general, Research Contracts must be managed in terms of a specific research contract policy. Article 8 of the Template
only deals with the IP ownership clauses and the possible options for contract, sponsorship or donor funding.

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 7.7.3. Foreground IP (IP arising from the Research Contract). IP generated
pursuant to a Research Contract by Staff Members, Students or Visitors
shall be governed in terms of the above provisions relating to IP generated
by these parties. The general rule is that such IP shall be owned by the
Institution.
7.7.4. Co-owned Foreground IP.
a. Terms for co-ownership. Co-ownership of IP generated pursuant to
a Research Contract shall be in accordance with national legislative
provisions, failing which, [Option 1] as per the percentage of IP
created by the Institution and the external party(ies)/sponsor(s)],
[option 2] in an equal undivided manner or [option 3] as mutually
agreed contractually.

b. Costs for protecting and maintaining co-owned IP. The costs for
protecting and maintaining any IPRs shall be shared between the
Institution and the external party(ies)/sponsor(s) [Option 1] in
accordance with the percentage of IP ownership; [Option 2] in an
equal manner; [Option 3] as mutually agreed contractually.
7.7.5. Serendipitous IP19. Any IP created during the course of the Research
Contract which falls outside of scope of the Research Contract shall be
owned by the Institution or the external party(ies)/sponsor(s) which
developed such IP, unless agreed contractually otherwise in the Research
Contract.
7.7.6. Right of first refusal to the IP. The Research Contract may include
provisions giving the external party(ies)/sponsors, a right of first refusal to
Commercialize the IP emanating from the Research Contract, through a
license or joint venture arrangement or assignment.
7.7.7. Publication delay. It is the strict policy of the Institution to allow Creators
freedom to publish their work. However, the Institution acknowledges that
delays in publication for the purpose of initiating statutory protection of the
IP is often necessary. In this regard, the Institution will agree, on a case-
by-case basis, to a contractual delay in publication by Creators. Such
delay will not exceed [typically 90 calendar days] from the date IPMO is
notified of the intent to publish, unless authorized by the Senior
Responsible Officer. [Option: IPMO may, if so required, will facilitate the
signing of a non-disclosure agreement by the journal appointed peer
reviewers, such that review of the article for publication can proceed while
the necessary procedures are being followed for IP protection.]

7.7.8. Use of the IP for Research and teaching. In instances, where the
Institution IP is licensed exclusively or assigned as part of the Research
Contract, all efforts should be made to secure a royalty-free license for use
of the IP for on-going Research and teaching purposes.

7.8. Exceptions to the Policy. In certain cases, it may be necessary and/or beneficial
to the Institution to enter into a Research Contract that contains exceptions to the
provisions of this Policy. Any such exceptions require prior, written approval from
the Senior Responsible Officer.

19
Results are serendipitous when research that was originally funded for one purpose turns out to be useful for another
purpose.

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ARTICLE 8 – DETERMINATIONS BY THE IPMO

8.1. Responsibility to Disclose IP

8.1.1. Recording. Creators shall keep appropriate records of their Research in

accordance with the Institution’s applicable policy procedures and make reasonable
efforts to ensure that only those individuals within the Institution who have a need to
have access to such records for the performance of their duties are granted such
access.

8.1.2. IP Disclosure. Where a Creator identifies potential IP resulting from his/her

Research [or that of his/her team], he/she shall disclose such potential IP to IPMO
promptly by means of an IP Disclosure Form.

8.1.3. Complete disclosure. Creators must provide to IPMO such full, complete and
accurate information as IPMO may reasonably require to enable it to sufficiently
assess the technical and related features and functions, ownership, commercial
potential and IP protection that might be applicable to such IP. Upon complete
disclosure, the IP Disclosure will be registered and assigned a reference number
and IPMO will share this reference number with the Creators to signify that the IP
Disclosure has been formally received by the Institution.

8.1.4. [Optional Clause – Disclosure Clause for IP related to GRs and/or TK]. When
potential IP has been developed using GRs and/or TK, the IPMO [shall/could]
require its Creators to disclose relevant information, in accordance with national
legislation.

8.2. Creatorship and Ownership

8.2.1. Creatorship. Creators shall, upon request, sign the appropriate legal documents
provided by IPMO that attest to creatorship. Where there is more than one Creator,
and there is a dispute as to the contribution to creatorship, IPMO shall in
consultation with the Creators, assist in the determination of the percentage IP
creatorship, failing which it shall be assumed that there was an equal undivided
contribution.

8.2.2 Ownership. Once creatorship has been determined, the Creators shall be required
to formally assign any right, title or interest they may have in that IP to the
Institution in the form of a contract that specifies the rights that will accrue to the
Creator(s) and the Institution and the obligations they will have to assist the
Institution with the Commercialization of that IP. Article 9.3 will apply.

8.3. Determination as to IP Protection and Commercialization

8.3.1. Evaluation and recommendation. IPMO will analyse the information disclosed in
the IP Disclosure within [usually 60-90 days] of formal receipt. The analysis will
include: whether or not the subject matter is protectable as IP; an assessment of
economic viability or marketability; and determination of any rights of external
parties, such as a funder or collaborator. After evaluation, IPMO will prepare a

Page | 16
 preliminary report with findings that enable the Institution to decide if it will proceed
with IP protection and Commercialization. IPMO shall share the preliminary report
with the Creator(s), and seek their input.

8.3.2. Decision to protect/Commercialize. The Institution will decide, as soon as

reasonably practicable, whether or not it wishes to protect and/or Commercialize
the IP. IPMO will use all reasonable efforts to notify the Creator(s) of the
Institution’s decision within [usually 60-90 days] of formal receipt of the IP
Disclosure. IPMO will also make a determination in relation to the validity of any
claim made by a Staff Member, a Visitor or a Student that they are the true
Creator(s) of that IP and in relation to their rights under this Policy.

8.3.3. Institution’s obligation to notify Creators of its decision. Within no more than
[usually 60-90 days] IPMO will notify the Creator(s) of the decision of whether the
Institution will or will not pursue IP protection and Commercialization of their IP
Disclosure.

8.4. Institution Elects not to Protect /Commercialize the IP

8.4.1. IP abandoned or not Commercialized. The Institution reserves the right not to
protect or Commercialize IP that it owns if after consultation with the Creators:
a. there is no reasonable prospect of commercial success;
b. it is not deemed to be in the best interest of the Institution; or
c. it is not deemed to be in the public interest.

8.4.2 Transfer of Ownership. In the event the Institution decides not to pursue IP
protection and/or Commercialization, it will take steps to return said IPRs to the
Creator(s), contingent on any other superseding contract rights of external
party(ies)/sponsor(s).

8.4.3. Written notification. If the Institution is unable to or decides not to protect or

Commercialize the Institution IP, it should notify the relevant Creator(s) of its
decision in writing and in a timely20 manner.

8.4.4. No prejudice to IP protection. The Creator(s) should receive the written

notification in a timely manner that enables the relevant Creator(s) to take any
formal steps to ensure the protection of IP, should they so desire.

8.4.5. Assignment. If the Creator elects to take assignment of the IP, the Institution shall
ensure that a deed of assignment is executed without delay.

8.4.6. Terms and conditions. If the Institution assigns IPRs to the Creator in terms of
this Article 8.4.5, the assignment may be subject to one or more of the following
terms and conditions:
a. that upon Commercialization, the Institution be compensated for any
expenditure it may have incurred in connection with the protection and/or
Commercialization of such IP; and/or
b. that the Institution be granted a non-exclusive, royalty-free licence to use the IP
for Research and teaching purposes.

20
“Timely” means sufficient to not cause the loss of IP rights by failure to act.

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ARTICLE 9 - COMMERCIALIZATION OF IP

9.1. Determination of the Commercialization Strategy. Within [usually 3-6 months] of

the decision to protect or Commercialise the IP under Article 8.3.2, the Institution
will determine, with input from the Creators, the most appropriate
Commercialization strategy.

9.2. Assistance to IPMO. Creators of IP which has been selected for IP protection and
Commercialization by the Institution must provide IPMO with all reasonable support
in the assessment, protection (including preventing premature disclosure and
execution of any documents including deeds of assignment and deeds attesting to
creatorship), and Commercialization of the IP.

9.3. Sovereignty and Cooperation. The Institution shall have the sole discretion
regarding the Commercialization of IP owned by it. Notwithstanding, the Institution
will ensure that reasonable efforts are made to keep the Creators informed and,
where appropriate, involved in the Commercialization of the IP to which they
contributed. The Commercialization of Institution IP will be planned, executed, and
monitored by IPMO.

9.4. Commercialization Pathways. Modes of IP Commercialization may include:

a. license, either exclusive or non-exclusive, and variations thereof [Option:
Preference for licensing to small and medium sized companies or businesses];
b. assignment (sale) [Option:, in extraordinary circumstances];
c. formation of a Commercialization Entity to which the IP is licensed or assigned
in terms of this Policy;
d. non-profit use or donation;
e. joint ventures;
f. royalty free access on humanitarian or other grounds; or
g. various combinations of the above.

9.5. Guidelines. Regardless of the mode of IP Commercialization, the transaction will

be executed in a contract which:
a. protects the interests of the Institution, its Staff Members, Students and
Visitors;
b. retains rights for the Institution to use the IP for educational and research
purposes;
c. assures that the IP will be utilized in a manner which will serve the public good;
d. assures that the IP will be developed and brought to the marketplace as useful
goods and services; and
e. prohibits the “shelving” or “mothballing” 21 of the IP or its use in any illegal or
unethical manner.

9.6. [Option] The Institution will endeavour to Commercialize IP in a manner that

enhances local, regional, and national economic development.

9.7. [Option] The Institution will endeavour to Commercialize IP in a manner that

encourages and fosters entrepreneurship by Staff Members and others and which
supports Commercialization Entities.

21
Shelving or mothballing of academic IP refers to IP and invention disclosure bundles that remain unexplored, unlicensed or
unused.

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ARTICLE 10 - INCENTIVES AND DISTRIBUTION OF REVENUES

1. The Institution’s Incentive Structure

10.1.1. Purpose and scope. The Institution, in the interest of promoting knowledge
transfer, will give due consideration to incentives to researchers to foster Research
that has socio-economic impact; such incentives may be financial or non-financial.
A Creator/Enabler may receive incentives from each IP they created/enabled which
is Commercialized.

2. Sharing of Revenues

10.2.1. General. The Institution, in line with the minimum requirements set out in relevant
national legislation [namely [Title Legislation] where there is such legislation], will
award Creators/Enablers in the sharing of monetary benefits that may accrue to the
Institution from the Commercialization of Institution IP.

10.2.2. Calculation of revenues for distribution. Calculation of Gross IP Revenue, IP

Expenses, and Net IP Revenue shall be in accordance with the following rules:22

10.2.2.1. Calculation of Gross IP Revenue. “Gross IP Revenue” is defined in

Article 2 as “all revenue received by the Institution for Commercialization
of Institutional IP before any cost recovery or deductions for IP
Expenses” and includes, but is not limited to, outright sale of IP, option
payments received, licence fees received, evaluation fees received,
upfront and milestone payments received, royalty payments received,
share of profits received, dividends received, commissions, income
through disposal of equity, and direct sale of products or services.

10.2.2.2. IP Expenses. “IP Expenses” is defined in Article 2 as “all expenses

incurred by the Institution in the management of IP for which Gross IP
Revenue has been received” and includes, but is not limited to, those
expenses that relate to (i) the Institution’s expenses incurred by payment
to external entities for securing, maintaining and enforcing IP protection,
such as patenting and litigation expenses; (ii) costs incurred by the
Institution in the licensing/assignment of IP, including marketing costs,
contract negotiation and drafting costs; and [Optional] (iii) costs in
making, shipping or otherwise distributing products, processes or
services that embody the particular IP, [Recommended] but not
including staff time or general administrative costs.

10.2.2.3. Calculation of Net IP Revenue. IPMO shall maintain accurate and

transparent documentation of IP Expenses incurred for a particular IP
and shall be entitled to cover all IP Expenses it has incurred, as set out in
10.2.2.2 above. The “Net IP Revenue” is calculated as the Gross IP
Revenue less IP Expenses.

10.2.2.4. Co-owned IP. Where the IP is co-owned by the Institution and an

outside organization, the Gross IP Revenue received by the Institution
22
Article 10.2 needs to be adapted to applicable national laws which may contain mandatory rules for the calculation of the
Gross and Net IP Revenues and/or for the sharing of benefits. The national laws may set minimum requirements but this does
not stop the Institution from being more generous, for example if the national laws require 20% of the Gross IP Revenues to be
distributed, an Institution can legally provide for 25% of the Gross IP Revenues to be distributed.

Page | 19
 will be shared in accordance with a pre-determined formula as per a
contractual arrangement. Thereafter, the Gross IP Revenue received by
the Institution and the Net IP Revenue will be determined, and revenues
will be shared in accordance with section 10.2.3.1 and 10.2.3.2 below.

10.2.3. Sharing of revenues – Creators/Enablers

10.2.3.1. Standard Creator’s share.

[Option 1] [Number]% of the Gross IP Revenue [Option: the first
[amount] of the Gross IP Revenue] will be allocated to the Creators.
Where there is more than one Creator, the Creators are entitled to an
equal or pro rata share, based on contribution, of the [number]% of the
Gross IP Revenue. Thereafter, the Creator(s) shall be entitled to
[number]% of the Net IP Revenue.
[Option 2] [Number]% of the Net IP Revenue will be allocated to the
Creator. Where there is more than one Creator, the Creators are entitled
to an equal or pro rata share, based on contribution, of [number]% of the
Net IP Revenue, except where there is a prior written agreement
between all the Creators to the contrary.

10.2.3.2. Standard Enabler’s share.

[Option 1] Creator(s) may at their joint sole discretion choose to provide
for Enablers to receive a share of the Creator(s)’ portion of the Gross or
Net IP Revenue. This arrangement must be agreed to in writing by all
Creators, if more than one.
[Option 2] The Institution may elect to set aside [number]% of the Gross
or Net IP Revenue for an Enabler. Where there is more than one
Enabler, the Enablers are entitled to an equal or pro rata share, based on
practical contribution, of [number]% of the Gross or Net IP Revenue,
except where there is a prior written agreement between all the Enablers
to the contrary.

10.2.3.3. Disputes. In the event of a dispute or uncertainty regarding the

Creators’/Enablers’ share of the Gross or Net IP Revenue from a specific
IP, the issue shall be brought for resolution to the IP Committee.

10.2.3.4. Payment. Payment to the Creators/Enablers will be made by the

Institution on a periodic basis as agreed in writing, but no later than
[typically twelve] months after receipt of the Gross IP Revenue by the
Institution.

10.2.3.5. Taxes. Payments made as per 10.2.3.4 are subject to personal tax23.
[Optional] The Institution may, if so obliged by national tax laws, make
any applicable tax deductions before making payments to the Creators/
Enablers.

10.2.3.6. Entitlement. Creators/Enablers and their heirs will be entitled to IP

revenue sharing for as long as the Institution receives Gross IP
Revenues from Commercialization of the Institution IP. [Option: The
entitlement to a Creator’s/Enabler’s share of Gross or Net IP Revenue
shall survive any resignation/termination of employment].

23
National law tax provisions should be consulted.

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 10.2.3.7. Banking details. The onus is upon each Creator/Enabler to ensure that
the Institution has their current banking details for the purpose of revenue
sharing. The Institution will keep the relevant IP revenue amounts in
reserve for a maximum period of 3 (three) years after which all rights of
Creators/Enablers to receive such payments will be forfeited. If the
Institution pays an amount into an incorrect account as a result of
information supplied to it being outdated or incorrect, the Institution will
not have any further obligation or liability in respect of such payment,
which will be deemed to have been duly and properly made.

10.2.4. Sharing of revenues – Institution. The Institution’s share of Net IP Revenue is

distributed internally as follows:

[number]% for further Research;

[number]% to IPMO;
[number]% for further IP prosecution and maintenance costs; and
[number]% to institutional overheads.

10.3. Other Incentives

10.3.1. General. As a default position, the Institution will refrain from accepting non-
monetary benefits for the Commercialization of its IP or from offering incentives
other than revenue sharing, unless they are in addition to the revenue sharing as
per 10.2.3.1 and 10.2.3.2, as appropriate. The Institution will thus give
consideration, on a case-by-case basis, to the provision of other incentives, where
monetary benefits (revenues) are not available or where the Creator/Enabler elects
to choose other benefits in lieu of revenue sharing, which may only be realized in
due course. Other incentives will include, but are not limited to, the incentives
described in Article 10.3.2. – 10.3.4.

10.3.2. Growth, development and acknowledgement. A framework for growth and

development of the Creator/Enabler in their professional and personal capacity
shall be developed including (i) recognition of IP generation and Commercialization
performance in appraisal procedures; and (ii) opportunities for enterprise
development or capacity development through, for example, specific training
opportunities, sabbaticals, and local and international exchanges in their relevant
Research field or in the field of IP management and knowledge transfer.

10.3.3. Research funds. The Institution will actively, though its IPMO, promote, source
and/or facilitate collaborative arrangements with industry partners to secure funding
for further Research for the Creators/Enablers.

10.3.4. Creator/Enabler receiving shares in a Commercialization Entity or other

licensee.

10.3.4.1. In the case where a Creator/Enabler is granted equity in a

Commercialization Entity that licences the Institution IP which the
Creator/Enabler has created,24 such Creator’s/Enabler’s portion in the
standard revenue sharing formula of Article 10.2.3.1 or 10.2.3.2 will be
[Option 1]: unaffected. [Option 2]: adjusted accordingly, taking into
account the shares held in the company by the Creator/ Enabler. All

24
The institutional policy regulating Conflict of Interests must be consulted to assess additional measures that should be put in
place especially when the researcher outsources research to the spin-off or start-up company, in which the researcher has a
material interest.

Page | 21
 other Creators/Enablers will be rewarded in accordance with the formula
in Article 10.2.3.1 or 10.2.3.2.

10.3.4.2. Where the Institution receives shares in a licensee company, which

company may be a Commercialization Entity, as consideration for an IP
license, the Institution will [Option 1, recommended]: hold all the shares
until liquidation, at which time the income will be considered Gross IP
Revenue and the Creators/Enablers will receive their share according to
the revenue sharing formula in Article 10.2.3.1 or 10.2.3.2. [Option 2]:
take steps such that the Creators/Enablers will be issued their licensee
company shares in the revenue sharing proportions, at the time the
shares are issued to the Institution by the licensee.

10.3.4.3. Notwithstanding the benefit sharing in respect of shares in terms of this

Article 10.3.4, the Creators/Enablers will still be entitled to their share of
any other revenues under the IP license.

10.4. Contact Details

10.4.1. Contact details. The onus is upon each Creator/Enabler to ensure that the
Institution is in receipt of their current address details for the purpose of revenue
sharing. Unless contrary to law, should the Institution be unable to locate the
Creators/Enablers through reasonable efforts, in order to effect payment of the
revenue share amount, and a period of [five] years has passed since an initial
attempt, then the portion owed to that Creator/Enabler or his/her heirs will be paid
to the Institution’s central fund to be used to support Research and innovation
activities.

ARTICLE 11 - IP PORTFOLIO MAINTENANCE

11.1. Recording and monitoring. IPMO [or an external entity designated by the IPMO]
shall maintain records of the Institution’s IP in an appropriate form and in sufficient
detail. It shall monitor the deadlines for the payment obligations related to the
maintenance or annuity fees of protected IP, and shall, within a reasonable time,
inform the person or department designated to make such payments.

11.2. Accounting. IPMO shall maintain income/expense accounting records on each IP

so that revenue sharing allocations can be calculated.

ARTICLE 12 - TRADITIONAL KNOWLEDGE AND GENETIC RESOURCES

12.1. When Research is conducted at the Institution using TK and/or GRs, provisions of
national legislation must be observed,25 which provisions may include prior
informed consent, and access and benefit-sharing, and the need to obtain any
relevant permits.

25
For instance, when a member of the Institution needs to access and use GRs for the purpose of the research or when it is
envisaged to share samples of GRs with partners from other countries, the Institution shall abide by the national laws in place.

Page | 22
12.2. The Institution shall formulate procedures and mechanisms for access to GRs/TK in
order to comply with national legislation.

12.3. The Institution shall make provision in all Research Contracts concluded for the
protection of any IP which may arise from the use of TK and/or GRs.

ARTICLE 13 - CONFLICTS OF INTEREST AND CONFLICTS OF COMMITMENT

13.1. Commitment to the Institution. Staff Members’ and Visitors’ primary commitment
of time and intellectual contributions should be to the education, research and
academic programs of the Institution.

13.2. Best Interests of the Institution. Staff Members and Visitors have a primary
professional obligation to act in the best interests of the Institution; they should
avoid situations where external interests could significantly and negatively affect
their work ethic and research integrity.

13.3. Agreements with External Parties. It is the responsibility of all Staff Members and
Visitors to ensure that their agreements with external parties do not conflict with
their duties and responsibilities in terms of this Policy. This provision shall apply in
particular to private consultancy and other research service agreements concluded
with external parties. Each individual should make his/her duties and
responsibilities clear to those with whom such agreements may be made and
should ensure that they are provided with a copy of this Policy.

13.4. Disclosure of External Activities and Financial Interests. Staff Members and
Visitors shall promptly report all potential and existing Conflict of Interest (COI) or
Conflict of Commitment (COC) to the appropriate Institutional authority, in
compliance with applicable COI/COC policies. The authority will be responsible for
resolving the conflict or reaching a solution satisfactory to all parties concerned.
[Option: The decision must be approved by a high level academic functionary (e.g.,
Dean or Rector)].

13.5. Policy. The Institution will develop a separate and comprehensive policy on COI, in
order to increase the awareness of Staff Members and Visitors about COI and
COC; outline requirements for disclosure of COI and COC; and establish
procedures to identify them, avoid or properly manage such conflicts.

ARTICLE 14 - DISPUTE

14.1. Violation. Breach of the provisions of this Policy shall be dealt with under the
normal procedures of the Institution, and in accordance with the relevant provisions
of laws and regulations in force.

14.2. Dispute Resolution.

14.2.1. Any internal disputes or questions of interpretation arising under this Policy
must in the first instance be referred to IPMO for consideration and
mediation by the IP Committee.

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 14.2.2. If the matter cannot be resolved by the IP Committee within [two months],
then the dispute or question of interpretation must be referred to the Senior
Responsible Officer for mediation.

14.2.3. The Senior Responsible Officer may at their sole discretion refer the
matter to Institution’s Executive Committee and/or an independent
committee for arbitration as final arbiter of any disputed issues or for final
determination.

14.3. Appeal. Individuals covered by this Policy shall have the right to appeal the
application of any aspect of this Policy to the IP Committee.

ARTICLE 15 - AMENDMENT

15.1. Revision. This Policy may be amended at any time by a decision of the IP
Committee. In this case:
a. all IP disclosed on or after the effective date of such amendment shall be
governed by the Policy as amended; and
b. all IP disclosed prior to the effective date of the amendment shall be governed
by the Policy prior to such amendment, provided that the provisions of the
Policy (as amended) shall apply to all IP licensed or otherwise Commercialized
on or after the effective date of any such amendment regardless of when the IP
is disclosed.

[End of document]

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