Miami University has been a leader in establishing educational collaborations with business entities (both profit and non-profit) where the business entity submits a "real-world" problem for a classroom analysis. These collaborations provide the following benefits:
- Business entity receives a creative, professional quality analysis of the problem
- Students get practical experience working on a real issue
- Department/program receives funding from the business entity for the class's analysis
However, these collaborations contain numerous legal issues which need to be considered and resolved prior to the start of the class project. PLEASE NOTE THAT EACH OF THESE PROJECTS MUST RECEIVE CHAIR AND DEAN APPROVAL PRIOR TO A CONTRACT BEING SIGNED BY THE OFFICE OF THE VICE PRESIDENT FOR FINANCE AND BUSINESS SERVICES.
Set forth below are a discussion of the key legal problems. In an effort to facilitate resolving these issues, we have attached a copy of a standard collaboration agreement which should be utilized for these types of projects:
- Notice to the Students: Because the students are individually required to sign a contract with the business entity, it is important to provide notice to the students about the terms of the agreement as early as possible. Practically speaking, a copy of the agreement should be attached to the class syllabus. Early notification allows the student to understand that the agreement is a class requirement and that he/she must opt-out of the class if the terms of the agreement are unacceptable.
- Confidentiality: Businesses commonly require their service providers to sign a confidentiality agreement (sometimes referred to as a Nondisclosure Agreement or an "NDA"). An NDA prohibits the service provider (e.g., Miami) from disclosing any information received by it to any third-parties. An NDA presents two problems to Miami:
- As an Ohio state university, Miami is subject to the Ohio Public Records Act (the "Act"), which designates many of Miami's records (including records received from third-parties) as public records available to anybody upon request. Miami can only agree to restrict access to those records which are exempt from disclosure from the Act. Miami can agree that "trade secrets" are exempt, but the definition of "trade secret" is typically narrower than the definition of "Confidential Information" in most NDAs.
- Miami is not responsible for the actions of its students. If Miami signs an NDA, the students are not bound to it. This may not be readily obvious to businesses, and may be resolved by having each student sign a confidentiality agreement. However, if a student signs an NDA, the student should understand that they are individually liable for breaching it.
- Copyright: Businesses typically want to own the copyright to material produced by a class project (e.g., marketing designs, analysis, etc.). However, pursuant to MUPIM 15.6.B, each faculty, staff and student of Miami generally owns the copyright to their own work. This means that the students who are providing services through these class projects can argue that they own the copyright to their work-product. This issue is further complicated by the fact that these class projects typically involve student-teams which blurs the line between copyright ownership among the students. These issues may be resolved by having each student sign an agreement, at the beginning of the class, which transfers all ownership in the work-product to the business client.
- Patent: Pursuant to Section 3345.14 of the Ohio Revised Code, Miami owns all discoveries and inventions (including associated patents) resulting from research or investigation conducted in any facility of Miami. Pursuant to MUPIM 15.6.C.5, there is a royalty split between Miami and the inventor. However, the standard agreement attached to this guidance would give the patentable inventions to the business client. Therefore, if there is a possibility that a patentable invention may result from a project, then you should contact the General Counsel to discuss options.
- Warranties: When businesses pay for services, they typically want to be assured that the deliverables are going to be of sufficient quality to justify the expenditure. However, because this is a student-project, Miami cannot provide any warranties regarding the quality of the work. Businesses need to be advised at the beginning of a classroom project that students are producing the project and that Miami will not be providing any warranties regarding the products.
Questions regarding these issues should be directed to the Office of General Counsel at 513-529-6734.
For a copy of the standard corporate/classroom project agreement see Generic Class Project Agreement (PDF 115KB).