Because the University is an institution of the State of Ohio, certain key provisions must be incorporated into its licensing agreements:
- Reservation of Rights – The University must retain the nontransferable right to continue to make and use any technology for its own internal, non-commercial research and educational purposes. This provision is necessary because the University receives funding from the state and federal government and often other public and private sources and therefore must adhere to commitments and conditions pursuant to such funding by preserving the right to continue its research uninhibited.
- Applicable Law – Because the University is an institution operated pursuant to authority conferred by the state of Ohio, agreements shall be construed and interpreted under the laws of the State of Ohio, without reference to its conflict of laws provisions or the conflict of laws provisions of any other jurisdiction.
- Non-Indemnification – The University is an institution operated pursuant to authority conferred by the State of Ohio and by reason thereof may not lend or give credit of the State or otherwise make indemnification. Accordingly, the University will include a provision in each and every agreement that requires industrial partners to acknowledge that it is expressly understood that the University does not confer upon a company any right or claim to indemnification by the University, be it expressed or implied.
- Warranties – The University is an institution operated under the authority of the state of Ohio and does not possess the requisite legal authority to, and therefore does not, grant warranty for any of its representations of, validity of, or scope of any licensed technology or that anything made as a part of a sponsored research agreement will be free from the rights of third parties. Additionally, the University will make no representations or warranties as to the merchantability or fitness for a particular use.
- Other Relationships – In accordance with the University’s obligations to its funding providers and its mission to improve the human condition, advance knowledge through excellence in learning, discovery and engagement, and to serve as a diverse, student-centered public metropolitan research university, the University will expect the company to acknowledge that the University may have ongoing relationships, sponsored research efforts or other interactions with other companies and organizations that may be in competition with the company.
- Intellectual Property Ownership - In accordance with ORC § 3345.14, the University shall own all rights, title and interests, including all intellectual property rights, in and to all materials, inventions, discoveries, works of authorship, software, information and data conceived or developed by any employee of the University, which includes the rights to any intellectual property developed using CSU facilities.