Repository: UIHistories Project: Board of Trustees Minutes - 1976 [PAGE 539]

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528

BOARD OF TRUSTEES

[February 18

sity Patents, Inc. ( U P I ) , CDC, and others licensed by U P I ; prior and prospective inventors; prior agreements between inventors and the University; prior contracts with other sponsors such as the National Science Foundation; and provision for future developments in an untried area of development in a unique partnership between industry and the University. It is now critical that contracts be formalized since production and marketing by CDC are under severe pressure, and the existing contract with CDC must be replaced and new activities begun. Both the University and CDC have been proceeding in good faith for some time to reach agreement on contractual terms consistent with the conceptual understandings previously reached. The foregoing is provided as an explanation of why minor changes can be anticipated up to the moment of signing and why there may continue to be new problems during the life of this agreement that will require future Board of Trustees actions and a great deal of cooperative, good faith negotiations. However, these agreements will represent a major, far-reaching change in educational technology and mark the beginning of new delivery processes and systems which could affect virtually millions of persons. Some risk of future entanglements appears justified in light of the potential benefits. T h e following conceptual framework outlines the essence of the final agreements now negotiated (which are similar to the "progress report"), but it is relevant for the Board to understand that certain provisions of the contract documents may be under interpretation and resolution for some time. Technology in this field changes so rapidly that even definitions become obsolete before interpreted. The arrangements now include seven documents embodying the following substantive terms. 1. Research and Development Agreement (R and D Agreement) a. CDC will provide computer equipment to the University as specified in the equipment agreement (Item V I ) . The equipment agreement lists specific equipment which is to be supplied by CDC and used for computer-based education research and development (defined in the R and D agreement). Title to the equipment accrues to the University over seven years with right to prior purchase with appropriate credit. Provision is made for termination of the agreement upon six months notice by either party. b. The University agrees to grant certain licenses to CDC, provide technical and consulting assistance, and perform specific research and development functions specified by an Advisory Committee. T h e University, as a part of this contract, guarantees specific minimum man-hours of consultation, development work, and technical services. It also agrees to furnish preferential treatment to CDC with regard to licenses on potential patents growing out of the research efforts so as to guarantee CDC (1) nonexclusive, nonadditional royalty licenses or (2) the right to bargain in good faith for exclusive royaltybearing licenses on developments under specific projects approved by the Advisory Committee, and (3) the right to access and use of technology and know-how about computer-based education at the University's Computerbased Education Research Laboratory, within the other commitments of the University and not extending to other University computer-based education technology and know-how. c. A joint Advisory Committee is to be established with equal representation by the University and C D C to identify technical research projects of special relevance to CDC's marketing programs for computer-based education and to facilitate the cooperative efforts on special projects. A University representative maintains a veto over all technical research projects. 2 . Software License Agreement a. This agreement supersedes the 1970 Software Agreement and results in a