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									Re.:            – Online Courseware Development, Ownership and Use Agreement


Dear        :

This letter sets forth the agreement between you and Regents of the University of
Minnesota (the “University”) to develop curriculum (the “Work”), provide for the
ownership, and establish revenue sharing for the online .

1.     Creation of the Work. You will diligently work with representatives of the
University to create the Work according to a written schedule agreeable to you and the
University.

2.       Ownership of the Work. You and the University agree that: (i) you will create
the Work in the course of your employment at the University; (ii) the University will own
all the intellectual property rights, including copyrights, in and to the Work; and (iii) you
shall cooperate in the University’s seeking, maintaining or enforcing the intellectual
property rights in the Work. By signing and delivering this Agreement, you irrevocably
assign to the University all your rights, titles, and interests in and to the Work subject to
your rights under sections 3 and 4 of this Agreement.

3.      Your Right to Use the Work. You may reproduce, distribute, publicly display,
prepare derivatives of, or otherwise use the Work in connection with your employment at
the University, including in your research, teaching or public service activities at the
University. You may include all or a portion of the Work in a scholarly publication,
including articles, books, or presentations, you author or co-author. Notwithstanding the
rights granted you in this Agreement, you may not reproduce, distribute, publicly display,
prepare derivatives of, or otherwise use the Work to compete with the University. The
rights granted in this section are non-exclusive and personal to you.

4.     Your Right to Update the Work for the University’s Use. If it intends to
materially modify the Work, the University will so notify you, in writing, and will offer
you the first right to so modify the Work for use by the University. Without offering you
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the right to modify the Work, the University may make or have made on its behalf
modifications to the Work to (i) create a substantially similar version of the Work in a
different format or medium; or (ii) make educationally insubstantial additions, deletions,
or other changes to the Work.

5.     Compensation. The University will pay to you          % of the Net Income earned
by the University from its granting third parties a royalty-bearing license to reproduce,
publicly display, or otherwise use the Work. The term “Net Income” means the gross
royalty paid to the University for granting such a license less the actual costs and
expenses incurred by the University to obtain intellectual property protection for, to
produce, and to market the Work. The term excludes revenue earned by and paid to the
University for goods or services rendered in conjunction with the licensing of the Work.
The term excludes revenue earned by and paid to the University for its and its students’
and program participants’ use of the Work.

6.      Representations, Warranties and Indemnities. You represent and warrant to the
University that: (i) you authored the Work solely or in collaboration with other
University employees only; (ii) you have not assigned to or granted any person any right
or license in or to the Work that would conflict with the rights granted to the University
in this Agreement; and (iii) to your actual knowledge, the Work does not infringe the
rights of (including copyrights or other intellectual property rights or privacy rights) a
third party or defame, libel, slander, or invade the privacy of any person. You
specifically represent and warrant that you have identified to the University all material
authored by a third party that you reproduced or otherwise incorporated into the Work.

7.       Term and Termination.

         7.1     The term of this Agreement is indefinite, commencing on the Effective
         Date and ending on the earlier of (i) the date on which there is no active and valid
         intellectual property right in the United States in the Work or (ii) the date of
         termination as provided below in sections 7.2, 7.3, or 7.4.

         7.2     If a party fails to perform an obligation under this Agreement, the other
         party may deliver to the non-performing party a written notice of default. This
         Agreement may be terminated if the default has not been cured within thirty (30)
         days after the delivery of the written notice of default.

         7.3    You may terminate this Agreement by delivering to the University a
         written notice of termination at least thirty (30) days prior to the date of
         termination. If you terminate this Agreement prior to the University’s acceptance
         of the Work, you will promptly repay to the University all monies paid to you
         under this Agreement and you waive forever any right to additional
         compensation.



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         7.4    The University may terminate this Agreement by delivering to you a
         written notice of termination at least thirty (30) days prior to the date of
         termination. If so, you have no obligation to repay to the University any of the
         monies paid to you under this Agreement, but you shall not have any right to
         additional compensation.

8.      General Terms. This Agreement is intended by you and the University as the
final and binding expression of their agreement and the complete and exclusive statement
of its terms. It cancels all prior negotiations, representations, and agreements of the
parties relating to the subject matter of this Agreement. This Agreement may be amended
only in a writing signed by you and the University. You may not assign your rights and
obligations under this Agreement unless the University otherwise consents in writing.
The laws of the state of Minnesota, without giving effect to its conflict of laws
provisions, shall govern the interpretation of this Agreement.

Please sign and return the enclosed duplicate original to       if you agree to the terms
set forth above. Thank you.

Sincerely,

Regents of the University of Minnesota




Accepted and Agreed:

By: ________________________________                Date: ___________________



Enclosure




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