A number of business considerations surround any practical software product. As part of the Feasibility Study and Plan, every project must describe how it will handle these considerations.

• As Cornell students you own the copyright in the software that you create. However, the client needs to be able to use your software and to use it as a basis for future work.  You must either agree to transfer the copyright to the client or to provide the client with an unrestricted license to use it.
• It is just possible that a project may develop concepts that could be patented.  This is a complex area, with implications for the project team, the university, and the client.  The client may require a statement that covers this possibility.
• For your software to interface with other programs, the client may provide access to trade secret or other proprietary information.  In this case you may be asked to sign a non-disclosure agreement.
• Some projects may be for companies in which members of the Cornell faculty or staff are principals. In such situations, the university's policy on conflicts of interest must be observed.

Examples of agreements between clients and project teams

Here are two examples of agreements between knowledgeable clients and project teams from previous years.

The agreements need to be signed and dated by all the student authors and an authorized member of the client's organization.

Cornell Law School: Legal Information Institute

The undersigned agree to the following:

1. That all code, documentation and other copyright-protected material produced in the course of this CS5150 project (Project Material) shall be understood by all to be the work of joint authors and not as a work made for hire;

2. That the joint authors shall include all the undersigned, the CS5150 students working on the project and Thomas R. Bruce;

3. That despite joint authorship there will be no duty on the part of the student authors, individually or as a group, to account for any return on subsequent commercial use or development of the Project Material;

4. That, in contrast, should Thomas R. Bruce or the Legal Information Institute realize royalties or other direct financial return from licensing any of the Project Material there will be a duty to account to the other joint authors for any such revenue net of costs;

5. and That the undersigned will use care to assure that the Project Material does not incorporate code covered by copyright and licensed on terms that are inconsistent with unlimited noncommercial distribution.

6. There is no Warranty; however Developers will do their best to fulfill requirements, but have no legal duties to do so.

[Signatures]

Cornell University Library

Non-exclusive reproduction, modification, and distribution license

The following is an agreement between the individuals listed at the end of this agreement, hereinafter referred to as the Authors, and the Cornell University Library, hereinafter referred to as the Library, concerning the Cornell University Library iPhone App and its source code developed by the Authors as part of a CS5150 project during Fall semester, 2009, hereinafter referred to as the Work.

Authors' Grant of Rights

1. Subject to the terms and conditions of this license, the Authors grant to the Library for the duration of the copyright of the Work the non-exclusive royalty-free world-wide right to reproduce, modify, adapt, prepare derivative works, distribute, publish, transmit, perform and display publicly the Work, or any portion of it, in any language and in any form in any medium, now known or hereafter developed, including print, digital, hypertext, CD-ROM, or any other medium.
2. Under this non-exclusive royalty-free license, the Library is free to sell or give copies of the Work and any derivatives made from the Work.
3. The Library can also license others to use or modify the Work, provided all such sublicenses are limited to non-commercial uses.
4. The Work is a joint work of copyright and this non-exclusive royalty-free license will be valid if signed by at least one member of the team.

Authors' Ownership of Copyright and Reservation of Rights

1. The Authors will maintain copyright in the Work.  Should they wish to commercialize the Work, they are free to do so. 
2. The Library will keep intact the copyright notice for the work and, to the extent reasonably practicable, a credit identifying the use of the Work in any adaptations.
3. Copyright in any adaptations or improvements made to the Work by Cornell University shall belong to Cornell University and may only be included in the new versions made by the Authors with the Library’s permission.

Authors' Warranties and Disclaimer

1. Authors offer the work as-is and make no representations or warranties of any kind concerning the work, express, implied, statutory or otherwise, including, without limitation, warranties of title, merchantability, fitness for a particular purpose, or the absence of latent or other defects, accuracy, or the presence of absence of errors, whether or not discoverable.
2. If the Work contains material for which you do not hold copyright, you represent that you have obtained the unrestricted permission of the copyright owner to grant the Library the rights required by this license, and that such third-party owned material is clearly identified and acknowledged within the Work.

[Signatures]