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Industry Partnership Guidelines

The basic objective of research activities at WHOI is the generation of new knowledge and its expeditious dissemination for the public’s benefit.  Industry and foreign entities sponsors will provide all reasonable cooperation with WHOI in meeting this objective.

WHOI’s fundamental methods and scientific standards do not change based on funding. Projects mutually developed with all sponsors adhere to the following goals and values:

  • The project should align with WHOI mission and research interests and have clear intellectual merit;
  • The data collected in the course of the work should normally be open and accessible to the public. With some required exceptions, WHOI investigators must be free to publish the results of their work in peer-reviewed scientific journals and present research findings at professional meetings;
  • Intellectual property (IP) developed in the course of scientific and engineering work by WHOI staff is owned by WHOI, but may be licensed for use by others.
  • Projects are conducted with transparency and the funding sources are fully disclosed.

Additional Industry Partnership/Sponsor Guidelines:

Intellectual Property: Generally, IP licensing is available, subject to negotiation of terms.  WHOI reserves rights to use inventions and to practice all IP rights for non-commercial research and education purposes.

WHOI: Owns all rights, title and interest in developments, including all rights in patents, copyrights, and other intellectual property rights, developed using WHOI facilities or by WHOI personnel.

Sponsor: Owns all rights, title and interest in developments, including all rights in patents, copyrights, and other intellectual property rights, developed using Sponsor facilities and by Sponsor personnel without the use of WHOI IP or other resources.

Joint Ownership:  To protect the public’s benefit of IP, WHOI typically retains ownership of all IP, with license options for sponsors, however, in sponsored research over $1M annually, WHOI will consider granting joint title pursuant to the following: WHOI and the sponsor shall have joint title to (i) any invention conceived or first reduced to practice jointly by WHOI and Sponsor personnel in the performance of the Research, and (ii) any invention conceived or first reduced to practice by Sponsor personnel in the performance of the Research with significant use of WHOI administered facilities or resources (each, a “Joint Invention”). Each Party shall promptly notify the other Party of any Joint Invention. WHOI shall have the first right to file a patent application on a Joint Invention in the names of both Parties, unless otherwise agreed. Should Sponsor decide not to contribute to patent prosecution expenses, it loses the right to license the technology and receives a shop right for internal use and research purposes only.

Copyright: Title to and right to determine disposition of any copyrights or copyrightable material first produced or composed in the performance of research remains with WHOI.  Sponsor may be entitled to license. For any copyrights or copyrightable material other than computer software and its documentation and/or informational databases required to be delivered in accordance with the Statement of Work, Sponsor may be granted an irrevocable, royalty-free, non-transferable, non-exclusive right and license to use, reproduce, make derivative works, display, distribute and perform all such copyrightable materials.

Jointly Developed Copyrightable Materials: Copyrightable materials, including computer software, produced or composed in performance of the Research (i) jointly by WHOI employees and Sponsor personnel, or (ii) by Sponsor personnel with significant use of facilities or resources administered by WHOI, shall be jointly owned by both Parties, who shall each have the independent, unrestricted right to dispose of such copyrightable materials and their interest in such copyrights as they deem appropriate, without any obligation of accounting to the other Party.

Publication: Generally, WHOI must be free to use research for publication.  Embargo periods may be negotiated on a case by case basis, which permit the Sponsor to review for the publication for disclosure of confidential, patentable subject matter or individual privacy information.  Sponsor shall have 30 days for review and comment.

Media: With private companies and sponsors, WHOI shall have ultimate control and ownership of images, film, footage or other media created by WHOI personnel and using WHOI facilities with licenses granted to sponsors or other third parties, subject to terms and conditions outlined by WHOI.

WHOI name and brand: WHOI’s name and marks may be used only in connection with activities that meet high standards and are consistent with the Institution's educational, research, and related purposes. WHOI OGC/OTT will work with individuals and organizations on a case-by-case basis to determine if the use of WHOI's name and marks may be permitted. In order to conform to WHOI's non-profit mission, WHOI’s name must not be used in ways that suggest or imply the endorsement of other organizations, their products, or their services. Any use of WHOI's name requires prior written authorization. WHOI does not allow private sponsors to issue press releases about WHOI research programs or other activities without prior written consent.

Milestones and deadlines for success: Given WHOI’s research status of an organization, we usually are at “best reasonable and scientific efforts.” Negotiation of higher delivery standards with specific and detailed performance needs is on a case by case basis (with the agreement generally including a firm fixed fee).

Statement of work: WHOI shall use “reasonable efforts” to perform the Statement of Work, and shall use WHOI’s description of the Statement of Work, separate from that of sponsors, as attachment to agreement/contract.