c. Intellectual Property
The Institute, as an affiliated institution of Massachusetts General Hospital, abides by the Intellectual Property Policy developed for Brigham and Women’s Hospital, Inc, the Massachusetts General Hospital, the Spaulding Rehabilitation Hospital, Inc, and their affiliated institutions.
Faculty of the Institute are bound by the MGH Institute of Health Professions Intellectual Property Acknowledgment. Upon Institute employment, the individual faculty member signs this agreement.
Intellectual Property Policy for Mass General Brigham Incorporated
and Affiliated Hospitals and Institutions
INTELLECTUAL PROPERTY POLICY SUPPLEMENT FOR
THE MGH INSTITUTE OF HEALTH PROFESSIONS
Effective as of January 18, 2024
Purpose:
As an Affiliated Institution within the Mass General Brigham System, the MGH Institute of Health Professions (the “Institute”) has adopted and is subject to the Intellectual Property Policy for Mass General Brigham Incorporated and Affiliated Hospitals and Institutions. However, as the only degree-granting affiliate within the Mass General Brigham system, there are unique aspects for how intellectual property is used and needs to be handled within the Institute. Accordingly, this Policy Supplement elaborates on the application of the Mass General Brigham Intellectual Property Policy within the Institute.
Definitions:
“Copyrightable Work” means any original work of authorship that is fixed in any tangible medium of expression, including Course and Curriculum Materials, Courseware, and Software.
“Course and Curriculum Materials” means educational works created for the purpose of instruction. Examples of Course and Curriculum Materials include, but are not limited to, textbooks and accompanying materials, notes, overheads, slides, case studies and course syllabi.
“Courseware” means Inventions, Software and other Copyrightable Works that organize, structure, promote, display, deliver, transmit, reproduce, enhance, support, present or enable interaction with course or other educational material for use in learning programs. Examples of Courseware include, but are not limited to, multimedia productions, story boards, audio elements, hypertext modules, simulation software, listservs, web architecture, user interfaces and manuals, databases and any combination of the foregoing. Courseware does not include commercially available software applications that are widely used, both within and outside the educational arena,
e.g. PowerPoint, Excel, etc.
“Course and Curriculum Materials” and “Courseware” are mutually exclusive terms; however, it is recognized that the line between the two is not always self-evident. In general, “Course and Curriculum Materials” is intended to cover content while “Courseware” is intended to cover the technology or advanced media (and attendant explanatory materials) through which the content is organized, conveyed and/or enhanced. Faculty seeking a definitive determination in a given specific context may make such a request to the Provost.
“Faculty” means regular and adjunct faculty, visiting faculty and lecturers.
“Institute” or "the Institute " means The MGH Institute of Health Professions.
"Institute Activities" means any activities that received direct or indirect financial support from the Institute, including Institute salary support or funding from any outside source awarded to or administered by the Institute; made substantial use of any space, facilities, materials or other resources of the Institute including resources provided in-kind by outside sources (the use of office space and computers for word processing alone is not be considered a "substantial use" of resources); or were otherwise subject to any grant, contract or other arrangement between the Institute and a third party, such as the federal government, a foundation or corporate research sponsor.
“Intellectual Property” shall mean Inventions, Patents, Copyrights, Trademarks, Trade Secrets and any other intellectual or intangible property (such as non-secret data) which is or becomes protectable by law.
“Invention” is any patentable invention as defined by patent law, or any other idea or its embodiment that is potentially patentable or, even if not patentable, may have charitable or commercial value. Examples of Inventions include but are not limited to new and improved devices, systems, chemical compounds; novel biological materials; new uses of known articles or substances; new methods of producing or manufacturing any articles or substances; algorithms; Courseware; Software and any other tangible research property.
“Member” shall mean Faculty and all other individuals who are engaged by the Institute to perform Institute Activities and who, in the course of such engagement, create Copyrightable Work, Inventions, or other Intellectual Property.
“Policy” shall mean the “Intellectual Property Policy for Mass General Brigham Incorporated (formerly Partners Healthcare System, Inc.) and Affiliated Hospitals and Institutions.”
“Software” means computer or computer-based materials in the broadest sense, including but not limited to, computer programs, user interfaces, users’ manuals and other accompanying explanatory materials or documentation, mask works, firmware and computerized databases.
Software will in many cases be treated as an Invention as well as a Copyrightable Work.
- Ownership of Course and Curriculum Materials, other Academic Works. and Other Intellectual Property.
In general, ownership of Intellectual Property is governed by the Policy. As applied within the Institute, Members shall own and shall not be required to assign to the Institute ownership of:
a. (i) Course and Curriculum Materials; and
(ii) Courseware
that they created prior to the time they have an Institute Faculty appointment, are employed by the Institute, or are involved in Institute Activities (“Pre- existing Course and Curriculum Materials” and “Pre-existing Courseware”).
b. (i) Course and Curriculum Materials; and
(ii) Courseware (but not including patentable Inventions or Software) that is integral to said Course and Curriculum Materials
that they create during the time when they have an Institute Faculty appointment, are employed by the Institute, or are involved in Institute Activities, and that are made;
- at their own initiative,
- not at the request of the Institute,
- not under the auspices of the Institute,
- not for Institute purposes, and
- without making substantial use of Institute resources
(“Members’ Course and Curriculum Materials” and “Members’ Courseware”)
Members’ Course and Curriculum Materials and Members’ Courseware described in b(i) and (ii) above shall be considered “Academic Works” under the Policy.
While Pre-existing Course and Curriculum Materials, Pre-existing Courseware, Members’ Course and Curriculum Materials, and Members’ Courseware are owned by Members, any Pre-existing Course and Curriculum Materials and Pre-existing Courseware that a Member uses or incorporates into any Institute educational or other program in which a Member is involved, and all Members’ Course and Curriculum Materials, will be subject to the Institute’s license to use those materials as described in 3(b) below.
All references to Members’ Course and Curriculum Materials in the remainder of this Agreement shall mean Members’ Course and Curriculum Materials alone or in combination with the Members’ Courseware described in 1(b)(ii) above.
c. Any other “Academic Work,” as that term is defined under Section 8.1.4 of the Policy, that Members create during the time they have an Institute Faculty appointment, are employed by the Institute, or are engaged in Institute Activities. If there is any reasonable question whether a given Copyrightable Work constitutes an “Academic Work,” the Member creating the Work must discuss it with the Provost.
d. Other Intellectual Property created during the time a Member has an Institute Faculty appointment at or is employed by the Institute or an affiliated organization of the Institute, or is engaged in Institute Activities, that is not stated in the Policy as being owned by the Institute or that is not stated as being owned by the Institute under a work-for-hire agreement.
2. The Institute’s Ownership of Other Intellectual Property, and Members’ Obligation to Assign.
The Institute owns, and members are obligated under the Policy to assign to the Institute, Copyrightable Works that are not owned by Members pursuant to 1(a) and 1(b), above, and Inventions, as follows, and Members must comply with all such assignment obligations:
a. Members will and hereby do assign to the Institute every Copyrightable Work (that is not owned by the Member pursuant to paragraph 1(a) and (b) above) which they have or shall create, individually or jointly with others, during the time when they have a Faculty appointment at, are employed by the Institute or an affiliated organization of the Institute, or otherwise are involved in Institute Activities, that (i) was and/or will be authored or created in performing Institute Activities; (ii) was or is created at the request of the Institute or as part of an Institute undertaking; (iii) was or is created in the scope of an employment or affiliation with the Institute; or (iv) is Software or Courseware that arises out of or relates to a Member’s clinical, research, educational or other activities at the Institute. Members’ obligation to assign a Copyrightable Work to the Institute is necessary only to the extent that the Copyrightable Work is not otherwise owned by the Institute as a “work made for hire” under the Copyright Law of the United States.
b. Members will and hereby do assign to the Institute every Invention which they have or shall conceive or reduce to practice, individually or jointly with others, during the time when they have an Institute Faculty appointment, are employed by the Institute or an affiliated organization of the Institute, or otherwise are involved in Institute Activities, that was conceived or reduced to practice by them (i) in performing Institute Activities; or (ii) that arise out of or relate to their clinical, research, educational or other activities at the Institute.
3. Institute’s Right with Respect to Pre-Existing Course and Curriculum Materials and Pre- Existing Courseware; License to Institute of Members’ Course and Curriculum Materials and Members’ Faculty Courseware; Members Rights with Respect to Course and Curriculum Materials Produced by the Institute or by Members with Institute Courseware.
a. Members represent that they have the right to use at the Institute any Pre-Existing Course and Curriculum Materials and Pre-Existing Courseware which they intend to or which they do use at the Institute, and such use will not violate any third-party rights. Members further grant the Institute the same license with respect to such Pre-Existing Course and Curriculum Materials and Pre-Existing Courseware that they grant the Institute to Members’ Course and Curriculum Materials under Section 3 (b)(i-iv) below unless, prior to their use of said Pre-Existing Course and Curriculum Materials or Pre-Existing Courseware at the Institute, they have notified the Institute on Attachment A hereto that they are prevented from granting the Institute those rights due to the rights they have previously granting to a third party, in which case they will not use such Materials or Courseware at the Institute unless and until they have obtained the Institute’s permission.
b. In accordance with the Institute’s rights under Section 8.1.4 of the Policy, the Institute requires that Members grant, and Members hereby grant to the Institute, a non-exclusive, irrevocable, perpetual, transferable, assignable, royalty-free license, with the right to sublicense, to use, perform, display, exhibit, transmit, publish, televise, copy, reproduce, distribute, broadcast, modify, edit and/or create derivative works of (including without limitation, for the purpose of making Courseware) all, or any part of, their Members’ Course and Curriculum Materials, for any and all Institute purposes, except that this license shall not apply to Members’ Course and Curriculum Materials which are subject to third party rights as described in 3(b) (iv) below.
(i) Members will be listed as the author of any portion of said derivative work created by the Institute that is solely or significantly based on said Members’ Course and Curriculum Materials, but shall have no right to any proceeds received by the Institute from its license, sale, or other use of such Course and Curriculum Materials.
(ii) Members may, in their sole discretion, require the Institute to remove their name as an author of said derivative work.
(iii) By accepting a Faculty appointment, Institute employment arrangement, or arrangement to participate in Institute Activities, Members represent that all their Members’ Course and Curriculum Materials are authored solely by them and, except as disclosed otherwise in accordance with 3(b)(iv) or
(v) below, are not restricted by any previous license or grant of rights to a third party; and further represent that the Institute’s use under the license granted above will not violate any third-party rights. Members are free to grant a nonexclusive license or other rights to a third party for their Faculty Course and Curriculum Materials as long as (aa) they are in compliance with the provisions of 3(e) below; and (bb) that license does not prevent the Institute from fully exercising the license granted above.
(iv) In the event a Member wishes to publish an Academic Work in a traditional academic publication, and the Academic Work includes Members’ Course and Curriculum Materials that the Member intends to use or has used in Institute courses, the Member shall be obligated to make their best efforts to get the publisher to agree that the Institute may retain the non-exclusive rights that are granted to the Institute in 3(b) above. If the Member is unable to secure from the publisher the rights needed to grant said non- exclusive license, the Member will not assign or otherwise grant to the publisher rights that undermine the Institute’s retained license rights under 3(b) above until the Member has obtained the Institute’s permission for such assignment.
(v) In the event that, as of the date hereunder, the Members’ Course and Curriculum Materials of a particular Member are subject to a prior conflicting grant of license or ownership, then:
(aa) The Member must disclose such restrictions on Attachment B to this Acknowledgement;
(bb) The Member represents to the Institute that notwithstanding said prior grant of license or ownership, their use of said Member Course and Curriculum Materials does not violate any third-party rights;
(cc) The Member shall use their best efforts to obtain from the current licensee or owner of said Members’ Course and Curriculum Materials permission to grant to the Institute the non-exclusive rights described above in 3(b)(i)-(iii) above; and if unable to secure said permission, the Member will so notify the Institute and the Institute may, in its sole discretion, require that the Member cease using said Members’ Course or Curriculum Materials.
(vi) Members give their consent to the Institute making or having made audio, video or other multimedia recordings or photographs of them in connection with their participation in Institute Activities and agree that the Institute shall have the right to use those recordings and photographs in accordance with the rights granted to the Institute in this Section 3. Members confirm that they are the author and owner of all materials they may incorporate in any such Institute Activities unless they have otherwise notified the Institute in advance.
(vii) Members grant the Institute the right to use their name, likeness, and biographical information in conjunction with its use of any such Course and Curriculum Materials (other than derivative works with respect to which they have requested that their name be removed in accordance with 3(a)(ii) above) and of any audio, video or other multimedia recordings or photographs of them made in connection with their participation in Institute Activities.
c. If the Institute makes subsequent Course and Curriculum Materials or Courseware that incorporate the Members’ Faculty Course and Curriculum Materials of a particular Member (and/or Pre-Existing Course and Curriculum Materials to which that Member has granted the Institute a license pursuant to 3(a) and 3(b)(i-iv) above), either (aa) on its own or (bb) with that Member’s assistance but using Courseware created in whole or in part by, or on behalf of, the Institute, then
(i) The Member shall retain their ownership rights to the Members’ Courseware and Curriculum Materials and/or Pre-Existing Course and Curriculum Materials that are so incorporated;
(ii) The Member shall obtain no additional or further ownership interest in the subsequently-developed Course and Curriculum Materials; and
(iii) The Member shall have no right to any proceeds received by the Institute from its license, sale, or other use of such subsequent Course and Curriculum Materials.
d. Members will use not use any Courseware other than Courseware provided by, or approved by, the Institute in connection with their Course and Curriculum Materials which they use at the Institute or in connection with courses offered under the auspices of the Institute.
e. During the time that they are on the Institute Faculty or otherwise engaged in Institute Activities, Members who are Faculty are subject to the Institute Faculty Manual, and all Members are subject to the Mass General Brigham HealthCare System Code of Conduct, and in compliance therewith, shall not engage in activities which are competitive with the Institute. Members understand that among the activities which this precludes absent a prior written waiver from the Provost, is any work with a third party to produce
(i) learning materials or courses that are based in whole or in part on Course and Curriculum Materials that are licensed to the Institute hereunder; and
(ii) any learning materials or courses that are similar to or competitive with any learning materials offered by the Institute, or which a Member has been informed the Institute contemplates offering.
4. Disclosure Obligations. Members must and will promptly disclose to the Provost, by completing the Institute's Disclosure Form:
a. every Copyrightable Work, including Courseware and Software, as well as Course and Curriculum Materials which are used in Institute Activities, which they have created or shall create, individually or jointly with others, during the time when they have a Faculty appointment, are employed by the Institute or an affiliated organization of the Institute, or otherwise are involved in Institute Activities, (i) that they wish to make or permit use of for commercial purposes, wish to have the Institute commercialize, or believe potentially may have commercial or charitable value; (ii) that they otherwise wish to make available (including without limitation via distance learning) to the public or third parties; (iii) that is subject to any grant, contract or other arrangement between the Institute and a third party; or (iv) that they are otherwise requested by the Provost to disclose. In the event that Software or Courseware is patentable, Members also have an obligation to disclose it in accordance with 4.b. below. This disclosure obligation applies even to some Copyrightable Works that a Member believes are not owned by the Institute, including Academic Works.
b. Every Invention which they have conceived or reduced to practice, or shall conceive or reduce to practice, individually or jointly with others during the time when they have a Faculty appointment at the Institute or are employed by the Institute or an affiliated organization of the Institute or otherwise are involved in Institute Activities
(i) which is or may be patentable and which is (A) conceived or reduced to practice in performing Institute Activities or (B), that arises out of or relates to their clinical, research, educational or other activities at the Institute; or
(ii) whether or not patentable (A) that they wish to make or permit use of for commercial purposes, wish to have the Institute commercialize, or believe potentially may have commercial or charitable value; (B) that they otherwise wish to make available to the public or any third party who is reasonably likely to use it for commercial use or broad distribution; (C) that is subject to any grant, contract or other arrangement between the Institute and a third party; or (D) that they are am otherwise requested by the Provost to disclose.
This disclosure obligation applies even to Inventions that a Member believes are not owned by the Institute.
5. Additional Obligations to Disclose and Obtain Approval of Consulting and other Agreements. Pursuant to the Mass General Brigham Policy on Consulting Agreements, Members must, and affirm that they will, file with the Provost, within thirty (30) days of the date hereof, a complete and true copy of every agreement to which they are a party on the date hereof and in which they have agreed to provide consulting or other services to anyone, including but not limited to any agreement to serve as Faculty at another institution; and to submit any future agreement to the Provost for review and approval prior to signing it.
6. General Compliance With Policies. Members are subject to and must, and confirm that they will, comply fully with the “Intellectual Property Policy for Mass General Brigham Incorporated and Affiliated Hospitals and Institutions,” the Mass General Brigham “Policy on Interactions with Industry and Other Outside Entities" and "Mass General Brigham Code of Conduct," [will insert links to policies] , as these policies may be revised from time to time.
7. Obligations Under Institute Grants and Agreements. Members are subject to and must comply fully with every obligation of the Institute which shall apply to them under any grant or agreement providing support for research or education.
8. Obligation Not to Sign Documents. Members:
a. are not authorized to sign, and shall not sign, any agreement or document on behalf of the Institute that may commit, restrict, or otherwise affect Inventions or Copyrightable Works that the Members create, including license agreements and confidentiality agreements;
b. shall not sign individually any document or agreement described in (a) (other than one solely involving an Academic Work) unless specifically approved or requested to do so by a representative of the Institute; and
c. shall submit all such documents to the Provost.