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diff --git a/handbook.md b/handbook.md index ad1f998..b031302 100644 --- a/handbook.md +++ b/handbook.md @@ -6826,7 +6826,975 @@ the start of employment at WPI. Detailed information on WPI's Retirement Plan is available in the "Summary Plan Description" available in the Human Resources office. ------------------------------------- +\newpage + +--------------------------------------------- + +# Chapter Nine - Certain WPI Legal Policies {#chapter-9} + +## I. Conflict of Interest Policy + +(Presented to the Faculty, *December 16, 2016*) +(Adopted by the Board of Trustees, *February 24, 2017*) +(Revised by the Faculty, *October 9, 2024*) + +### Intention + +Worcester Polytechnic Institute is committed to ensuring that its +research and other activities are conducted in a manner that upholds +the integrity and credibility of its faculty, staff, students, and +associates. This policy establishes a shared ethical standard of +ensuring that relationships with business entities are transparent, +grounded in objectivity, and do not improperly influence professional +judgment, exercise of WPI responsibilities, or performance of +WPI-related activities. This policy and its procedures promote +compliance with all applicable federal and state laws, regulations, +and sponsor policies regarding financial conflict of interest, +including among others the policies of the National Science +Foundation, the National Institutes of Health, Public Health Service, +and private foundations. + +**For the purpose of this policy, a Conflict of Interest** means a +situation in which an individual's financial interests and +relationships/commitments outside of WPI could improperly influence +that individual's professional judgment, exercise of WPI +responsibilities, or performance of WPI-related activities. + +WPI recognizes the value of entrepreneurship, as well as engagement in +external organizations and activities. It encourages faculty, staff, +and students to engage in appropriate outside relationships and +activities, including consulting and starting their own +companies. However, the financial interests that accompany such +relationships may lead to real or apparent financial conflicts of +interest. These financial interests need to be disclosed, reviewed, +and managed in accordance with this policy and the associated +procedures. + +### Who Is Covered? + +This policy applies to all faculty and exempt staff employed by +WPI. It also applies to all other individuals with responsibility for +the design, conduct, or reporting of sponsored research at WPI, +including students, consultants, and affiliate faculty. + +### Annual Disclosure + +Annually, covered individuals, including those who are temporarily +away from campus (e.g., leave, sabbatical), must complete a Conflict +of Interest (COI) Disclosure listing all significant financial +interests and relationships/commitments outside of WPI which are +related to their institutional responsibilities at WPI. "Institutional +responsibilities" may include, but are not limited to teaching, +research, departmental administration, committee membership, +purchasing of goods and services etc. Covered individuals must +disclose their own financial interests as well as those held by +members of their families. A current disclosure must be on file prior +to the submission of any proposal in which the covered individual is +named. + +### Updated Disclosure + +In addition to the annual disclosure requirements, all covered +individuals must complete a new disclosure within 30 days of a +substantial change in a business or financial interest that relates to +their WPI institutional responsibilities. A "substantial change" +includes, but is not limited to, the acquisition of a new financial +interest or an increase in the value of an existing financial interest +to a value that qualifies it as a significant financial interest. + +### What must be disclosed? + +Covered individuals must disclose all significant financial interests +("SFIs") that reasonably appear to be related to the individual's +institutional responsibilities. An SFI must be disclosed even if the +individual does not believe that it creates a conflict of interest. +Significant Financial Interests include any of the following when +reasonably related to the covered individual's institutional +responsibilities: + +1. *Remuneration.* Any remuneration (income) received from an outside +entity in the calendar year preceding the COI disclosure, or +anticipated during the calendar year following the +disclosure. Disclosure is required when the annual amount received +from an entity is $5,000 or greater. + +2. *Equity Interests*. Any equity (ownership) interests in a business +entity. This includes stock, stock options, warrants, futures, +purchase rights, or convertible securities. Disclosure is required +when the market value of the equity exceeds $5,000 for a given entity, +or when a covered individual owns 5% or more of an entity's total +equity. Equity in non-publicly-traded entities, or any other equity +where the value cannot be readily determined through reference to +market prices, must be disclosed regardless of the amount or +value. Equity interests which are subject to a vesting requirement +must be reported regardless of whether or not they are vested. + +3. *Royalties Paid in Connection with Intellectual Property Rights.* +The value of any royalties paid in connection with intellectual +property rights, e.g., patents and copyrights, and any agreements to +share in royalties related to such rights. + +4. *Travel Expenses.* Covered individuals must disclose travel that is +estimated to exceed $5000 and is paid for or reimbursed by an outside +entity (except as described in the following section). New sponsored +travel expenses should be reported within 30 days of the trip by way +of an updated disclosure. + +### Disclosure Not Required + +Covered individuals are not required to disclose the following: + +1. Salaries, royalties, or other remuneration paid by WPI to the +covered individual. This includes remuneration paid from grant funds +awarded to WPI. + +2. Income (including honoraria) from seminars, lectures, or teaching +engagements sponsored by a federal, state, or local government agency, +an institution of higher education, an academic teaching hospital, a +medical center, or a research institute affiliated with an institution +of higher education. (This exception applies to income from +U.S. agencies and institutions only.) + +3. Income from service on advisory or review panels for a federal, +state, or local government agency, an institution of higher education, +an academic teaching hospital, a medical center, or a research +institute affiliated with an institution of higher education. (This +exception applies to income from U.S. agencies and institutions only.) + +4. Income and equity related to certain investments, such as mutual +funds or blind trusts, where the covered individual does not directly +control the investment decisions being made. + +5. Travel expenses paid for or reimbursed by a governmental agency, an +institution of higher education, an academic teaching hospital, a +medical center, or a research institute that is affiliated with an +institution of higher education. (This exception applies to +expenses paid by U.S. agencies and institutions only.) + +### Review + +WPI's Director of Research Integrity & Compliance (and/or other +qualified individual(s) designated in writing by the Vice Provost for +Research) will be the Designated Institutional Official (DIO) +responsible for reviewing each annual or updated disclosure. The DIO, +in consultation with the individual's Department Head and/or Program +Director will determine if any of the disclosed SFIs constitute a +conflict of interest with the covered individual's institutional +responsibilities. + +If the individual disclosing the SFI has any active research projects +or proposals, the DIO will conduct a further review to determine (1) +whether or not the SFI is related to the individual's research, and +(2) whether the SFI could constitute a conflict of interest. + +If the DIO believes that a disclosed SFI could constitute a conflict +of interest, the DIO will refer the matter to the Conflict Management +Committee (CMC). + +### Conflict Management Committee + +The Conflict Management Committee is charged with determining (1) +whether or not it is possible to manage an identified conflict of +interest, and (2) if so, what conditions and restrictions are needed +in order to do so. The committee may issue a written Conflict +Management Plan describing these conditions in detail. Conflict +Management Committee membership shall consist of five voting members +and two non-voting members: + +*Voting Members:* + ++ one faculty member selected annually by the Committee on Governance + (COG) to chair the committee, ++ the Chair of the Committee on Graduate Studies and Research (CGSR), ++ one additional faculty member selected by CGSR, ++ the Vice Provost for Research ++ the Director of Research Integrity and Compliance + +*Non-Voting Members:* + ++ a representative from the Division of Talent & Inclusion selected by + the Senior Vice President of Talent & Inclusion. ++ the Director of Sponsored Programs + +The Office of General Counsel (OGC) will serve in an advisory capacity +to CMC. + +COG shall also annually appoint an alternate faculty member to the +Committee to serve in the event of the recusal or absence of one of +the other appointed faculty members. In the event that more than one +alternate is needed, the Vice Provost for Research shall appoint +additional faculty member alternates as necessary. Recusal shall be +required when it appears that a member of the Conflict Management +Committee will be unable to fairly judge a potential conflict raised +by a disclosure statement. If any of the non-faculty members are +unable to serve, the Vice Provost for Research shall appoint a +replacement. Such appointees will have the same voting authority as +the member they replace. If the positions of the non-faculty members +are renamed, reorganized, vacated, or otherwise changed, the Vice +Provost for Research shall work with the Committee on Governance (COG) +to update the committee membership. + +### Appeals Process + +Should the individual not agree with the Conflict Management +Committee's conditions or restrictions, he/she can appeal in writing +to the Provost within ten (10) days after receipt of notification from +the Vice Provost for Research, detailing why such conditions and +restrictions are inappropriate. The Provost will then consult with the +Conflict Management Committee and make a decision, which will be +final. + +### Human Subject Protocols + +Disclosures associated with the submissions of protocols for +Institutional Review Board (IRB) review will be reviewed following the +same process as for sponsored research proposals. Protocols will not +be approved until all conflicts are resolved or addressed +by the Conflict Management Committee. + +### Reporting to Funding Agencies + +The designated institutional official will report financial conflicts +of interest or non-compliance to PHS in accordance with PHS +regulations. If the funding for the research is made available from a +prime PHS-awardee, such reports shall be made to the prime awardee +prior to the expenditure of any funds and within 60 days of any +subsequently identified financial conflict of interest such that the +prime awardee may fulfill their reporting obligations to the PHS. + +### Sanctions + +Covered Individuals must be in full compliance with this policy in +order to submit proposals or participate in sponsored research at +WPI. In the event of an individual’s failure to comply with this +Policy, the Conflict Management Committee may suspend all activities +relevant to that conflict of interest until the matter is resolved +through the appropriate disciplinary conduct policies.. For faculty +members, the relevant conduct policies are described in the Faculty +Handbook. The institution will promptly notify sponsors, if +applicable, of any non-compliance and the remedial actions taken. + +### Retrospective Review + +In addition, if a Financial Conflict of Interest was not identified or +managed in a timely manner, WPI will complete a retrospective review +of the covered individual's activities and the research project to +determine whether the research conducted during the period of +non-compliance was biased in its design, conduct or reporting. If bias +is found, WPI will promptly notify the sponsor and submit a mitigation +report in accordance with applicable regulations. + +### Training + +Individuals will comply with training requirements mandated by +sponsors. OSP will notify individuals of such requirements when +applicable. Sponsors may require the completion of training prior to +the expenditure of grant funds. + +### Record Retention + +WPI will retain all disclosure forms, conflict management plans, and +related documents for a period of three years from the date the final +expenditure report is submitted to the sponsor, unless any litigation, +claim, financial management review, or audit is started before the +expiration of the three-year period. In that case, the records shall +be retained until all litigation, claims or audit findings involving +the records have been resolved. + +### Public Accessibility + +WPI will normally treat conflicts of interest as +confidential. However, with regard to any PHS-funded research, WPI +will make accessible to the public, within five business days of +written request, information concerning any Significant Financial +Interest disclosed to the institution that meets all of the following +criteria: + +1. The Significant Financial Interest is related to the PHS-funded + research; +2. WPI has determined that a conflict of interest exists; and +3. The Significant Financial Interest is still held by the individual. + +For non-PHS-funded research, WPI will comply with established public +accessibility requirements if so required. + +### Subrecipients + +Subrecipients on federal grants and contracts must have an active and +enforced conflict of interest policy that meets the requirements of +the funding agency. If a subrecipient does not have such a policy, +they will be required to comply with WPI's policy. + +### Definitions + +**"Conflict of Interest (or COI)"** means a situation in which an individual’s +financial interests and relationships/commitments outside of WPI could +improperly influence that individual’s professional judgment, exercise +of WPI responsibilities, or performance of WPI-related activities. + +**"Designated Institutional Official (or DIO)"** +means the WPI employee responsible for soliciting and reviewing +disclosures of financial interests pursuant to this policy. + +**"Family"** means the covered individual’s spouse/partner, dependent +children, and any other dependents living in the covered individual’s +household. + +**"Institutional Responsibilities"** may include, but are not limited +to teaching, research, departmental administration, committee +membership, and purchasing of goods and services. + +**"Institutional Review Board (or IRB)"** means aAny boards established +or contracted to review protocols for human subjects research +whether federally funded or not. + +**"Public Health Service (or PHS)"** means the Public Health Service of +the U.S. Department of Health and Human Services, and any components +of the PHS to which the authority of the PHS may be delegated +(including the National Institutes of Health). + +**"Sponsored Research"** means any research-related activity, +including training, which is funded by a grant, contract, +cooperative agreement, or fellowship awarded to WPI. + +## II. Intellectual Property Policy + +(Approved by the Board of Trustees, *May 13, 2016*) + +### Part One: Policy Summary + +It is the policy of Worcester Polytechnic Institute (WPI) to encourage +creativity and entrepreneurism among its faculty, students, and +staff. WPI invests in this endeavor by making available its own +facilities, equipment, personnel, and information resources. WPI also +actively seeks specific support for creative activity from external +sources, both public and private. + +The Policy supports the strategic goals of creating an outstanding +student experience that promotes personal and intellectual +development; recruiting and retaining excellent students, faculty and +staff; and strengthening research, and scholarship, as well as +institutional financial resources. + +Inventions, discoveries, and creative works that are developed by +individuals at WPI, may have commercial as well as scientific and +scholarly value. The intent of this policy is to provide incentives +that foster creative activity and to help assure that any such +intellectual property produced will be exploited for the benefit of +the creator(s), WPI, and the public. To help meet these policy +objectives, WPI makes available from the Office of Intellectual +Property and Innovation's, technical and legal assistance to protect +ownership of intellectual property and to aid in its commercial +development. + +The specific aims of this policy are the following: + +1. to encourage creativity among, WPI faculty, students and staff; +2. to increase the likelihood that ideas, inventions, and creative + works produced at WPI are used to benefit the public; +3. to protect the traditional rights of the creator(s) with respect to + owning the products of their intellectual endeavors; +4. to assure compliance with the provisions of contracts with external + sponsors; and +5. to provide that, when intellectual property is introduced for + commercial development, the creator(s) and WPI share any net + profits, where appropriate. + +### Part Two: Scope of Policy + +#### 1.0 Who Is Covered: WPI Personnel Community + +For purposes of this policy, WPI personnel community refers to WPI +faculty members (this includes full time, part time, tenured, +tenure-track and non-tenure track faculty), visiting faculty, +postdoctoral scholars, researchers (research associates, scientists +and engineers, and postdoctoral fellows), visiting scholars, +investigators, administrators, office and technical staff, students, +contractors (as appropriate), consultants, and all others whose work +affiliation is with WPI, whether compensated by WPI or not. WPI +personnel are obligated under this policy when their creative work is +developed partially or entirely during performance of their WPI +responsibilities or when it involves the use of WPI resources such as +space, facilities, equipment, staff, or funds, as stipulated for the +particular circumstances described in the sections below +"Determination of Rights for Patentable Subject Matter" for both +patentable and copyrightable material. + +As a condition of affiliation with WPI, members of the WPI personnel +community are bound by all WPI policies, including this one. + +#### 2.0 What Is Covered: Intellectual Property + +All intellectual property produced at WPI by its personnel (defined +above) is covered by this policy. Intellectual property shall consist +of, for example and without limitation: inventions, creative works, +patentable subject matter, copyrightable materials, know-how, +electronic or paper documents, software, multimedia or audiovisual +materials, and photographs. For purposes of this policy, intellectual +property is divided into two categories: + +2.1 "Patentable intellectual property" shall include, without +limitation, all inventions, discoveries, know-how (despite the fact +that these may not benefit from patent protection) and discoveries or +other material that is patentable under US law (whether or not +produced in the US), as well as all software that is excluded from +"copyrightable material" (whether or not patentable under US law). + +2.2 "Copyrightable intellectual property" shall include, without +limitation, all creative works, electronic or paper documents, +software, multimedia or audiovisual materials, and photographs, and +any other materials that may be copyrightable under US law (whether or +not produced in the US). + +2.3 All research lab notebooks, data sets, data images, gene +constructs, reagents, animal, human and plant cell lines, model +organisms remain the exclusive property of WPI. + +#### 2.1 Patentable Intellectual Property + +*Responsibility for Disclosure of Patentable Intellectual Property:* +WPI personnel who alone, or in association with others, create +patentable subject matter with any use of WPI resources are +responsible for disclosing the patentable subject matter to WPI. Such +disclosure shall be made in a timely manner when it can be reasonably +concluded that a patentable subject matter has been created, and +sufficiently in advance of any publications, presentation, or other +public disclosure to allow time for possible action that protects +rights to the intellectual property for the creator and WPI +(<http://www.wpi.edu/offices/ipi/forms.html>). + +*Determination of Rights to Patentable Subject Matter:* Except for +Patentable Intellectual Property developed independently and without +WPI resources as noted below, all Patentable Intellectual Property +produced by WPI Personnel shall be deemed "work made for hire" and be +WPI's sole and exclusive property. WPI will assert ownership rights to +patentable intellectual property developed under any of the following +circumstances: + +2.1.1 Development was funded by an externally sponsored research +program or by any agreement that allocates rights to WPI. + +2.1.2 Development required use of WPI resources (for example but not +limited to facilities, equipment, funding, or personnel). WPI has +rights to patentable material derived from research carried out with +any use of WPI resources. However, patentable material developed +independently by the creator outside of normal duties associated with +the creator's position and with no use of WPI resources or facilities +is vested with the creator and/or with the organization whose +resources were used. + +2.1.3 The creator was assigned, directed, or specifically funded by +WPI to develop the material. + +2.1.4 Material was developed by administrators or staff in the course +of their employment duties and constitutes "work for hire" under US +law. + +#### 2.2 Copyrightable Intellectual Property + +*Responsibility for Disclosure of Copyrightable Intellectual Property:* +In contrast to historical business practice, the tradition of academic +institutions is to give its personnel the right to retain ownership of +their copyrightable products. This policy protects that traditional +right and personnel are not obligated to disclose the creation of +copyrightable material, even when the product might have commercial +value, unless the material was developed under one of the qualifying +conditions listed in the next section, in which case the creator is +responsible for timely disclosure. + +*Determination of Rights to Copyrightable Intellectual Property:* Except +for Copyrightable Intellectual Property developed independently and +without WPI resources as noted below, all Copyrightable Intellectual +Property produced by WPI Personnel shall be deemed "work made for +hire" and be WPI's sole and exclusive property. To the extent that +copyrightable material is developed for courses or curriculum at WPI +by such individuals, and as a condition of employment by WPI, the +creators of such copyrightable material grant a non-exclusive, +royalty-free, perpetual license to WPI to use of such material for +educational and research purposes. WPI will assert ownership rights to +copyrightable intellectual property developed under any of the +following circumstances. + +2.2.1 Development was funded by an externally sponsored research +program or by any agreement, which allocates rights to WPI. + +2.2.2 WPI personnel was assigned, directed, or specifically funded by +WPI to develop the material, or WPI has negotiated an understanding or +formal contract with the creator. + +2.2.3 The material was developed with extraordinary or substantially +more use of WPI resources than would normally be provided for the +creator's employment duties. This might occur as disproportionate use +of staff time, networks, equipment, or direct funding. + +2.2.4 Works created by non-faculty independent contractors on behalf +of WPI, unless otherwise specified in a written agreement between such +independent contractor and WPI. Such contractors do not share in the +creator's portion of Net Royalty Income (as defined below under +"Income Distribution"). + +2.2.5 Laboratory Notebooks, data sets, biological materials. + +*Scholarly and Artistic Works Exception:* "Scholarly and Artistic +Works" means copyrightable and copyrighted works that are in the +nature of academic and scholarly works of authorship and works of +visual art, including but not limited to photography, film, +audio-visual works, sculpture, painting, choreography and the +like. "Scholarly and Artistic Works" include by way of example 1) +scholarly articles and papers written for journal publication (rights +to these is assigned to the publisher as a condition for publication), +presentations and scholarly papers prepared for seminars and +conferences, pedagogical works, and teaching and curriculum materials +(including classroom lectures, seminars and presentations reduced by +or for the author to written or other recorded form); and 2) +paintings, drawings, musical compositions and performances, dramatic +compositions and performance, poetry, fiction and other works of +artistic expression authored by WPI faculty, post-graduate students, +and postdoctoral fellows and postdoctoral associates ; provided that, +the definition shall not apply to the works of WPI Students authored +pursuant to activities undertaken as Teaching Assistants that are +Scholarly or Artistic Works as described in this paragraph will remain +the property of their authors. + +"Scholarly and Artistic Works" shall be and remain the property of +their Authors ("Individually-Owned Works") unless such copyrighted +works are (i) developed as part of a WPI project, program or activity +that is the subject of an external WPI agreement; (ii) developed +within the scope of employment by non-faculty WPI Employees; or (iii) +developed as part of a WPI- Commissioned project. All Scholarly and +Artistic Works described in the preceding sentence under (i), (ii), or +(iii) are WPI-Owned. + +#### 2.3 Intellectual Property Created by Students + +It is the general policy of WPI that WPI Students shall have ownership +rights in Intellectual Property developed by them independently, +except where it is developed using WPI funds, part of any project, +Interactive Qualifying Project (IQP), Major Qualifying Project (MQP), +directed study, directed research, or where WPI has external +obligations with respect to Student Intellectual Property, such as via +a contract with a company, or where there are federal funds +involved. If there are no WPI external obligations for the +Intellectual Property, Student Intellectual Property may assign to WPI +and be treated as a WPI Invention. + +If there is Student Intellectual property that is free from WPI +external obligations the Students may choose to enter into an +agreement with WPI for the value of that Intellectual Property. Such +value will not exceed 1% of the current value of that Intellectual +Property. The waiver provisions of this Policy shall apply to WPI +Students ([Section 6](chapter-9.html#chapter-9-section-260)). +Activities undertaken by WPI Students receiving financial aid as +tuition assistance shall not be considered "WPI funds" unless such +assistance consists of employment at WPI (including, but not limited +to teaching assistantships) or is charged against a grant, contract or +other agreement between WPI and an external funding source. + +As a condition of study or a degree award, each student shall grant to +WPI a non-exclusive, royalty-free, non-commercial license to reproduce +and publicly distribute, including by electronic means, copies of the +student's work in which the student retains copyright. + +#### 3.0 Significant Use of WPI Resources + +Generally, an invention, software, or other copyrightable material, +will not be considered to have been developed using WPI funds or +facilities if: + +3.1 only a minimal amount of unrestricted funds has been used; and + +3.2 the Intellectual Property has been developed outside of the +assigned area of research of the inventor(s)/author(s) under a +research assistantship or sponsored project; and + +3.3 only a minimal amount of time has been spent using significant WPI +facilities or only insignificant facilities and equipment have been +utilized (note: use of office, library, machine shop facilities, and +of traditional desktop personal computers are examples of facilities +and equipment that are not considered significant); and + +3.4 the development has been made on the personal, unpaid time of the +inventor(s)/author. + +#### 4.0 Intellectual Property Developed Under Sponsored Research Agreements + +Ownership of copyrightable and patentable intellectual property +developed pursuant to an agreement with any sponsor will be governed +by the provisions of that agreement. + +Government and nonprofit sponsors generally allow rights to +intellectual property that arise from the research program to vest +with the institution, subject to certain retained rights held by the +federal government. Under special circumstances, sponsors, including +government agencies, will provide for the institution to retain title +to all intellectual property that arises in the course of the research +program, with the sponsor retaining an option to acquire +commercialization rights through a separate license agreement. + +#### 5.0 Special Agreements + +Since WPI aims to encourage creativity, it reserves the right to allow +some flexibility in applying this policy. The inventor(s) or author(s) +my request the VPR Office to release the intellectual property to +them, at their own expense, unless other agreements exist. + +#### 6.0 Waiver or Return of Rights {#chapter-9-section-260} + +WPI may determine that WPI will not take ownership of invention or WPI +may, after initially exercising ownership, determine that WPI will no +longer pursue or maintain intellectual property protection, for +example in cases without a revenue producing license. Where WPI +determines that it will not pursue or maintain intellectual property +protection and licensing of WPI-Owned Intellectual Property, it will +promptly and in writing advise the inventor(s) or author(s). To the +extent permitted by external obligations, including any applicable +laws and regulations, WPI may consider application by inventor(s) or +author(s) for alternative funding of prosecution or maintenance of +intellectual property, or waiver of ownership rights and the terms +under which such waiver may be made. WPI will not consider requests +for waiver of ownership with respect to any invention or software +program unless all inventors and authors, as legally determined, +concur with the request for waiver. Ownership waivers, if granted, +will be made to all relevant inventors and authors as joint owners. +Waiver agreement terms between WPI and the inventor(s) will include a +perpetual, royalty-free right and license retained by WPI to use the +invention or software for its own education and research purposes, and +will be further subject to any external obligations as may be +required. + +#### 7.0 Administration of Intellectual Property Policy + +Except as otherwise specified in this policy or as otherwise duly +authorized by WPI, the IPI department has responsibility for the +interpretation, implementation and oversight of this Policy. The IPI +department will issue such administrative guidelines and procedures to +facilitate Policy as may be reasonable and consistent with it. In +accordance with otherwise applicable WPI policy or contract terms, WPI +may also pursue disciplinary, or civil or criminal action, for Policy +violations. These duties are delegated to the Director of Intellectual +Property and Innovation + +WPI personnel who wish to pursue the commercialization of their +independently developed and owned intellectual property through WPI +may offer such intellectual property to WPI by following the +administrative process outlined above. + +#### 8.0 Income Distribution + +Costs and Net Royalty Income: Unless otherwise agreed, Net Royalty +Income shall mean Gross Royalties in the form of cash or cash proceeds +whether from the sale of equity or obtained in licensing transactions, +less all commercialization costs, including but not limited to, +previous and ongoing billed costs for protection of intellectual +property, marketing, legal fees and other licensing costs. + +Distribution of Net Royalty Income: With respect to intellectual +property owned by WPI hereunder, Net Royalty Income shall be +distributed (usually annually) as follows: + + ----- -------------------------------------------------- + 50% Creator(s) (personal) + 5% Creator(s) Department + 5% Creator(s) Office of the Dean + 5% Office of Intellectual Property and Innovation + 35% WPI + ----- -------------------------------------------------- + +It is encouraged for the Department share give priority to the +inventor's laboratory if at all possible. The funds should be +directed towards a continued investment in research and technology +development. Dean and Department shares may involve multiple Deans or +Departments. If this occurs, the split will go according to how the +inventors have agreed to split their share. + +Note that Intellectual Property created by students may have a +different distribution per the conditions in section 4. The creator +will receive personal royalties as income. If the creator chooses to +donate a portion of the royalties to research, the creator may do so +in accordance with the policy and procedures of the Development Office +of WPI and in accordance with local, state and federal tax policies. + +Where all or a portion of the Royalty Income received by WPI is in +shares of stock, stock options, warrants or other indicia of ownership +("Equity"), Inventors and Authors shall be entitled to shares to be +negotiated with the company. If Inventors and Authors obtain Equity +from the company, WPI Equity will be wholly owned by WPI. For all +other Inventors/Authors who did not receive Equity from the Company, +WPI, upon occurrence of a liquidation event, distribute cash according +to the distribution agreed upon among the inventors in their original +invention disclosure. + +WPI may postpone the distribution of Net Royalty Income when future +expenses relating to the applicable technology, such as patent +prosecution costs, or an infringement suit, are reasonably +anticipated. + +###### 8.1 Creator Equity Participation + +Creators may receive equity in return for their contributions as +founders or consultants only in accordance with specific WPI policies. +Annually, creators must fully disclose their equity positions and +shall otherwise be and remain in compliance with the WPI Conflict of +Interest policies. + +#### 9.0 Conflict of Interest and Conflict Avoidance in Equity Transactions + +Where a Creator(s) holds or will acquire an equity or founder's stock +and/or option position in a company to which Intellectual Property +that the Creator(s) helped develop is licensed by WPI, WPI will accept +an equity position in lieu of royalty. In all such situations, +Creator(s) who remain in the employ of WPI will not use WPI students +for research and development projects sponsored by the company without +expressly disclosing to students the inventor(s)' equity ownership +interest in the company and without the express approval of the +academic department head or other appropriate administrative unit +supervisor. In addition, inventor(s) will not restrict or delay +access to their research results so as to benefit the company (apart +from any WPI- authorized agreement with the company) and will not +engage in such other activities that may create a presumption of +conflict of interest between their activities as faculty or staff of +WPI and their activities with or on behalf of the company. The +limitations and conditions of this paragraph are in addition to those +required by WPI's conflict of interest or other related policies. + +#### 10.0 Survival of Terms + +All licenses and rights granted to WPI will survive any termination of +employment or end of enrollment by a student as applicable. + +#### 11.0 Conflict Resolution + +When a disagreement arises between WPI and the inventor(s) concerning +the interpretation of this policy, an Intellectual Property Appeal +Board (the "Appeal Board") will be appointed and convened to resolve +the disagreement. Appeals shall state explicitly what is in dispute +and be submitted in writing to the President of WPI and to the +Committee on Governance. When a request for an appeal is received, an +Appeal Board shall promptly be appointed. + +11.1 The Appeal Board is composed of five persons, three appointed by +the Committee on Governance and two appointed by the WPI +administration. The COG-appointed members shall be members of the +faculty chosen from a current list of tenure-track faculty members who +have agreed to serve on the Appeal Board if so requested, and who have +a variety of experience. In making their respective appointments, COG +and the WPI Provost will seek to ensure that some of the appointees +are familiar in detail with this policy and its past applications, and +some of the appointees are familiar with the technical area of the +intellectual property under consideration. No person with a special +interest in the outcome of its decisions, including people who have +participated in the decision that is under appeal, shall be appointed +to the Appeal Board. + +11.2 The Appeal Board shall promptly meet, elect a chair, and hear the +appeal. The Appeal Board shall receive written briefs from each party +to the dispute, take oral presentations open to all parties and their +counsels, and receive written emendations to the written briefs. The +Appeal Board shall have the power to summon witnesses and documents +necessary to reaching its decisions. The Appeal Board shall consider +all relevant facts, policies, and precedents, and then reach a +decision. The Appeal Board shall report its decision in a written +finding that includes the principal arguments leading to its +conclusions. + +#### 12.0 Use of WPI Name, Mark, or Insignia + +The WPI name, seal, or logo may not be used: + +1. in conjunction with any private or commercial enterprise; +2. in tandem with the advertisement of any product; +3. by any individual or group promoting itself. + +Any questions regarding the use of the WPI name, seal, or logo should +be referred to the WPI Chief Marketing Officer. + +##### 12.1 Changes to this Policy + +The Provost will periodically initiate review of this Policy to +address legal developments and to reflect experience gained in its +administration. Policy changes will be made in accordance with +governance and applicable legal requirements. + +## III. WPI Policy of Indemnification for Faculty, Professional Staff and All Other Employees + +(Approved by the Board of Trustees, *February, 1986*) +(Revised through the Administrative Policy Group and approved by +President Soboyejo, *March 2023*) + +WPI shall indemnify and hold harmless all of its Faculty, Professional +Staff and all other Employees including those who serve at its request +as Faculty, officers, employees or agents of any affiliated +organization, and their respective heirs, administrators, successors +and assigns, against any and all reasonable liabilities, losses, costs +and expenses, including amounts paid upon judgments, legal counsel +fees, and amounts paid in settlement (before or after suit is +commenced), actually and necessarily incurred by such persons in +connection with the defense or settlement of any claim, action, suit, +investigation or proceeding, whether civil or criminal, or both, in +which they, or any of them, are made parties, or a party, or which may +be asserted against them or any of them, by reason of being or having +been in one of the above-described relationships with WPI, or of such +affiliated organization. No indemnification shall be provided for any +person with respect to any matter as to which they shall have been +adjudicated in any proceeding not to have acted in good faith in the +reasonable belief that their action was in the best interests of WPI +and conformed to the requirements of their employment. Each person to +be indemnified shall provide WPI with an undertaking to repay the +amounts advanced on their behalf if they shall be adjudicated not to +have been entitled to indemnification, which undertaking may be +accepted without reference to the financial ability of such person to +make repayment. + +## IV. Anti-Hazing Policy + +(Updated by SOF through the VP for Student Affairs, *August 15, 2016*) + +In December 1987, the anti-hazing legislation, Chapter 269, Sections +17 through 19, was amended by the Legislature in Chapter 665 of the +Acts of 1987. The amendment increases the criminal penalties for +hazing infractions and alters the manner in which institutions notify +individuals of the law. + +Specifically, WPI is required to inform groups, teams or organizations +of the provisions of M.G.L. MA State Law Chapter 269, Section 17, 18 +and 19. A club officer must read Sections 17, 18, and 19 of this law +and pass out a copy to each member of the organization. Once you have +shared the information with your organization: + +1. Print out the Anti-Hazing Policy Form and complete the bottom + portion. +2. Print out the Anti-Hazing Signature Sheet and have all of your + members sign it. +3. Return both forms to the Student Activities Office. These materials + must be submitted on a yearly basis to SAO for Recognition + purposes. The due date for these forms is October 1. + +Not only is hazing against the law, but it is a practice which +diminishes the integrity of individuals and their organizations. +Hazing is clearly defined with the sections of the law, and has no +place in our society, particularly at an institution of higher +education. + +WPI is committed to emphasizing that all organization activities be +made constructive, educational and safe. Therefore, in support of the +university's commitment to the mental, emotional and physical +well-being of every student, it is the policy of the University and +the Commonwealth of Massachusetts that "hazing" in any form be +prohibited, and its practices in any fashion be condemned. + +## V. Statement on Affirmative Action + +(Updated by SOF through Human Resources, *August 15, 2016*) + +WPI is committed to the principles of equal opportunity for all +persons and it is the policy of WPI to affirmatively seek, employ, and +promote the best qualified employees, students, and applicants without +regard to race, sex, age, color, national origin, religion, genetic +identity, disability, gender identity or expression, marital or +parental status, sexual orientation, transgender status, veteran +status, or any other protected status. This policy applies to the +total WPI community and is designed to comply with both the spirit and +letter of governing state and federal laws. It is expected that this +policy, as well as the WPI Affirmative Action Plan will be effectuated +by employees, students and others who act on behalf of WPI. + +All supervisors, managers, and administrators are responsible for +helping the campus fulfill its equal opportunity responsibilities. +This is accomplished by making good faith efforts toward meeting +affirmative action goals and ensuring a workplace that is free of +discrimination and harassment. WPI's goal is to employ and retain a +diverse workforce of the best-qualified individuals. + +### Employment of Minorities and Women + +The Institute's Affirmative Action Program is intended to expand our +efforts to guarantee equality of opportunity in employment and in +education and to reduce underrepresentation and underutilization of +minorities and women at WPI. For all Institute categories of +employment, our objectives are to achieve a representation of +minorities and women that is at least in proportion to their current +availability and to provide new opportunities for career development +which both stimulate and respond to their changing interests and +aspirations. WPI's obligations as a federal contractor under Executive +Order 11246 includes the development of an affirmative action program +which provides for analysis of utilization of minorities and women in +all job groups in each organizational unit. + +### Employment of Disabled Individuals + +The Institute's program for the employment of individuals with +disabilities is intended to expand WPI's efforts to provide +opportunities for employment and advancement for qualified persons +with disabilities. The Institute will not discriminate against any +employee or applicant for employment because of physical or mental +disability in regard to any position for which the employee or +applicant is qualified. + +WPI's obligations as a federal contractor under Section 503 of the +Rehabilitation Act of 1973, and the Americans with Disabilities Act, +include an assessment of all employment practices to assure that any +adaptation that permits the employment or advancement of individuals +with disabilities is reasonably accommodated, provided it does not +cause undue hardship to the employer. Some individuals may require +flexible work schedules, worksite accommodations, or auxiliary aids in +order to perform the required duties of a job. Reasonable +accommodation to needs such as these is the Institute's affirmative +action responsibility under the law. + +Inquiries regarding this policy may be directed to the Benefits +Administrator in the Office of Human Resources + +### Employment of Disabled and Other Covered Veterans + +In compliance with the Vietnam-Era Veterans Readjustment Assistance +Act of 1974, as amended, and the 2002 Jobs for Veterans Act (JVA), as +amended, WPI does not discriminate against any qualified employee or +applicant for employment because he or she is a veteran with a +disability or other covered veteran. WPI, in this respect, takes +affirmative action to employ, advance in employment, and treat without +discrimination, veterans with disabilities and other covered veterans. + +A covered veteran is a person in one of the following categories: + ++ Armed Forces Service Medal Veteran: Any veteran who, while serving + on active duty in the U.S. military, ground, naval or air service, + participated in a United States military operation for which an + Armed Forces service medal was awarded pursuant to Executive Oder 12985. + ++ Recently Separated Veteran: Any veteran during the three year period + beginning on the date of such veteran's discharge or release from + active duty in the U.S. military, ground, naval or air service. + ++ Other Protected Veteran: A person who served on active duty in the + U.S. military, ground, naval or air services during a war or in a + campaign or expedition for which a campaign badge has been + authorized. + ++ Disabled Veteran: A veteran of the U.S. military, ground, naval or + air service who is entitled to compensation (or who but for the + receipt of military retired pay would be entitled to compensation) + under laws administered by the Secretary of Veterans' Affairs, or a + person who was discharged or released from active duty because of a + service-connected disability. + + - A disabled individual is defined as any person who has a + physical or mental impairment which substantially limits one or + more of such person's major life activities, or has a record of + such impairment, or is regarded as having an impairment. ("Life + activities" are those which affect employability; "substantially + limits" means the degree that the impairment affects + employability.) + +As a government contractor, WPI will take affirmative action to ensure +that job applicants are employed and that employees are treated during +employment without regard to their race, creed, color, national +origin, sex, or other protected classifications. + +WPI also invites all employees to voluntarily self-identify themselves +to the Office of Human Resources. More information can be found on +our website. + +--------------------------------------------- # Footnotes