Applies to: Faculty (including part-time and visiting faculty), postdoctoral scholars, staff and students (including graduate/undergraduate student workers and graduate assistants) employed by University of Southern California and its subsidiaries. This policy continues to apply to individuals on sabbatical, other leaves or while visiting other institutions.

1. POLICY

Issued: September 15, 2005
Last Revised: September 21, 2023
Last Reviewed: September 21, 2023                                                                

2. Policy Purpose

The purpose of this policy is to define courseware ownership by way of creation, generating income and/or royalties, outlining contractual courseware agreements, competition, conflict of interest and USC Trademarks and Third-Party Copyrights.  For the purposes of this policy, courseware includes course syllabi, the expressive content of digital teaching media, CD-ROMs, courses delivered by television, video, internet, or other media or technologies not yet developed, web publications, and any other materials created for the purposes of teaching, instruction or to support the teaching of a course.

3. Scope and Application

This policy applies to all the below listed individuals in respect to the creation, maintenance, distribution, and ownership of courseware materials.

• Faculty (including part-time, lecturers, and visiting faculty)
• Staff and other employees (such as postdoctoral scholars, postdoctoral fellows, and student workers)
• Non-employees with access to USC’s electronic systems via the iVIP program well as any other users of the network infrastructure, including independent contractors or others (e.g., temporary agency employees) who may work with faculty on a temporary basis
• Third parties, including vendors, affiliates, consultants, and contractors
• Students

4. Definitions

Term	Definition
Courseware	Teaching or instruction software, the expressive content of digital teaching media, CD-ROMs, courses delivered by television, video, Internet or other media or technologies not yet developed, web publications, and any other materials created for the purposes of teaching or instruction or to support the teaching of a course.
Sponsored Project Agreement	A written agreement that contains detailed financial accountability, typically including such conditions as: a line-item budget related to courseware. The terms of the agreement may specify allowable or unallowable costs, requirements for prior approvals for particular expenditures, etc.
Unrestricted funds	Funds that are not allocable to government activities per federal government regulations.
Salary Compensation	Refers to the base pay one receives based on a predetermined hourly, weekly, monthly, or yearly figure.
Author-Owned Courseware	Courseware created by faculty in the absence of any sponsored project agreement (see Sponsored Project Manual) or other agreements giving rights to USC and with only incidental use of university fund or facilities.
Net Royalty Income	Gross payments received minus any direct expenses not reimbursed by a license, such as fees for intellectual property protection and maintenance, marketing, licensing, and auditing expenses, and direct expenses associated with the creation, production and development of the courseware, including reasonable overhead.
Conflicts of Interest in Research	A situation in which financial or other personal considerations compromise, or have the appearance of compromising, an individual’s professional judgment in proposing, conducting, supervising, or reporting research. Conflicts of interest include non-financial as well as financial conflicts because non-financial interests can also come into conflict with a researcher’s primary duties to maintain research objectivity. Investigators should not only consider situations that are set forth in this policy, but also gray areas that might create the appearance of a conflict of interest. https://policy.usc.edu/conflict-of-interest-in-research/
Courseware Contracts	Contributions and responsibilities of each of the parties and the plan for reimbursement or distribution of gross and net revenue.
Distance Learning	Instruction between an instructor and students when they are separated by physical distance and communication is accomplished by one or more technological media.
USC Graphic Identity Program	The USC Graphic Identity Program is designed to convey the unique qualities of the University of Southern California. Its foundational elements are the marks, composed of the Seal, the Shield, the Monogram and the Wordmark.

5. Policy Details

For purposes of this policy, each and all of the following will be referred to generically as “courseware”: course syllabi, the expressive content of digital teaching media, CD-ROMs, courses delivered by television, video, Internet or other media or technologies not yet developed, web publications, and any other materials created for the purposes of teaching or instruction or to support the teaching of a course.

Faculty Ownership 

Faculty members own courseware they have created in the absence of any sponsored project agreement (see Sponsored Project Manual) or other agreements giving rights to USC and with only incidental use of university fund or facilities. Incidental use of university resources includes the following:

Only minimal amount of unrestricted funds have been used; and

5.2.1         Only minimal amount of time has been spent using university facilities, equipment, or resources other than the use of offices, libraries and routinely available office type equipment such as personal computers, all of which is regarded as incidental.

When courseware is created under these circumstances:

5.2.2         The author(s) will own the courseware.

5.2.3         The author(s) will not be entitled to charge the university or USC students a fee, apart from the salary compensation they otherwise receive, for using author-owned courseware in teaching by the author(s) at the university.

5.2.4         If the author(s) leaves the university, the university will have the right, at no cost, to use, reproduce, adapt, modify, update, exhibit, display, sell to its students and use in compilations all courseware created during the period of university employment of the author(s) for a period of three years (or longer as may be negotiated between the author(s) and the school) after the (final) author’s departure.

University Ownership

The university owns courseware when created under the following conditions:

5.3.1         When the courseware is part of a sponsored project agreement; or

5.3.2         When the courseware is developed through any more than incidental use of university resources, as “incidental use” is defined in Section 2 above; or

5.3.3         When a separate agreement exists between the university and the creator that includes compensation for the creator in time and/or additional compensation for creating courseware.

When courseware is created under conditions of university ownership:

5.3.4         The share of net royalty income that results from the external licensing or sale of courseware owned by the university will be as follows: one-third (33 1/3%) to the author(s), one-third (33 1/3%) to the school, one-third (33 1/3%) to the university.

5.3.5         “Net royalty income” means all gross payments received minus any direct expenses not reimbursed by a license, such as fees for intellectual property protection and maintenance, marketing, licensing and auditing expenses, and direct expenses associated with the creation, production and development of the courseware, including reasonable overhead.

5.3.6         If university owned courseware is created under contract to an external entity in order to be administered as a course or courses for that entity’s employees, the author(s) will be compensated through regular or special salary arrangements associated with producing and administering the course(s).

5.3.7         If the courseware is developed in a joint project with an external agency or entity, the author(s) will be entitled to an aggregate amount of one-third (33 1/3%) of the university’s share of the net royalty income that results from the external licensing or sale of the courseware, with the remaining one-third (33 1/3%) going to the school and one-third (33 1/3%) going to the university.

5.3.8         The university will control the right to use, reproduce, adapt, modify, update, exhibit, display, sell, use in compilations and create derivative works from such courseware.

Courseware Contracts

 When there are ambiguities or when courseware is developed by multiple schools or units, to avoid conflict, it is in the best interest of the author(s) and the university to enter into an agreement in writing prior to the start of development of courseware by the author(s). This contract should:

 5.4.1         Specify ownership consistent with the principles set forth above.

5.4.2         Define the contributions and responsibilities of each of the parties and the plan for reimbursement or distribution of gross and net revenue. This is particularly important in courseware development for which funding is provided directly or indirectly by a school, the university, and/or by a third party.

5.4.3         Address the nature and amount of royalty or other payments, if any, to the author(s) whose courseware is used as the sole basis for a course without further involvement of the author(s) including payments, if any, for maintaining and updating the course.

5.4.4         Address whether and how the faculty member may use courseware if the faculty member leaves the university.

5.4.5         Address any other matters of concern not included in this policy.

Competition and Conflicts of Interest

5.5     Courseware created and/or owned by faculty or the university may not be used or licensed for use by other institutions or enterprises while the faculty are in employment with USC that may compete or appear to compete with or diminishes its value to the university.

. Because the dean is in the best position to identify such competition and to avoid conflict, faculty are required to get a written agreement with their dean prior to engaging in the creation of courseware and/or the teaching of courses for other institutions or enterprises. If the faculty member cannot reach agreement with the dean, or if the response time is not reasonable, they may appeal to the Provost, who will be advised by the Distributed Education and Distance Learning Committee. Deans are encouraged to explain to their faculty which faculty uses of courseware are likely to be readily and speedily approved, and which faculty uses of courseware require greater advance notification so that potential conflicts can be evaluated.

5.5.1         When a faculty member or a group of faculty create courseware under the conditions described in Section 2 above entitled Faculty Ownership, use of the courseware by other educational institutions must nonetheless conform to the Conflict of Interest and Commitment and Conflict of Interest in Research policies, to avoid possible conflicts of interest or commitment.

5.5.2         Courseware that is not created for a single institution or enterprise and is designed to play the same role as a textbook in multiple institutions, supplementing a course rather than constituting the basis for and/or the tools for teaching the course, will typically not give rise to conflicts of interest.

USC Trademarks and Third-Party Copyrights

5.6.1         Faculty, apart from proper identification of university personnel, may not use USC trademarks or other identifying designations without the prior written consent of the university; when the university owns the courseware, the courseware must use USC trademarks or other identifying designations if the university chooses. Such consent may be obtained through the Trademarks and Licensing Services Office (“TLSO”). Any such permitted use must be in accordance with the USC Graphic Identity Program.

Exceptions

If the faculty member cannot reach agreement with the dean, or if the response time is not reasonable, the individual may appeal to the Provost, who will be advised by the Distributed Education and Distance Learning Committee. Deans are encouraged to explain to their faculty which faculty uses of courseware are likely to be readily and speedily approved, and which faculty uses of courseware require greater advance notification so that potential conflicts can be evaluated.

Non-Compliance

Violations of this policy are considered misconduct on the part of a USC Employee, who may be subject to established disciplinary procedures.

6. Procedures

N/A

7. Forms

N/A

8. Responsibilities

All faculty, staff, students and third-party entities are required to comply with this policy.

POSITION or OFFICE	RESPONSIBILITIES
Trademarks and Licensing Services Office (TLSO)	TLS manages the filing and maintenance of USC’s trademark registrations and serves as the contact point in relation to general trademark registration inquiries and requests.

9. Related Information

• Conflict of Interest and Commitment Policy
• Conflict of Interest in Research Policy
• Trademarks and Licensing Services
• Sponsored Project Funded Expenditures Policy
• USC Brand and Identity Guidelines
• Employee Definitions

10. Contacts

Please direct any questions regarding this policy to:

OFFICE	PHONE	EMAIL
Office of the Provost		vpap@usc.edu