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[Company] Limited (Co No [ ] )



[ ] 2013



Dear Sirs


Agreement relating to the involvement of [Company Name] Limited (“Company”) in developing content for the [Title] course (“Course”) in connection with the UCLeXtend Project (“Project”)

I am writing on behalf of UCL to request your agreement to the following terms (“ Terms ”) that apply to the Company’s assistance with the Course and are legally binding upon the Company. This document is needed to clarify certain formalities in relation to the contracts with our counterparties on the Projects.

The Terms to which UCL requests your agreement are as follows:

  1. Meanings.
    1. Intellectual Property Rights ’ shall include without limitation rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
    2. Course Materials ’ shall mean any and all documents, information, material and media (physical or digital) delivered to UCL or developed or generated (whether before, on or after the date of this letter) by or on behalf of the Company, including by [Individual Name] (“ Individual ”) or any other individual engaged by the Company (“ Representatives ”), in connection with the Course.
    3. Assigned IP ’ means any and all Intellectual Property Rights in the Course Materials (including that created by the Individual and Representatives not listed in the Schedule) other than Licensed IP.
    4. Licensed IP ’ means any Intellectual Property Rights incorporated within the Course Materials belonging to third parties (including the Individual or Representatives) set out in the Schedule.
  2. Rights in Assigned IP. The Company acknowledges and agrees that any and all Assigned IP is and shall at all times be vested in and owned by UCL.
  3. Vesting of Assigned IP. To the extent that any of the Assigned IP is not automatically vested in and owned by UCL, in consideration of the sum of £1 (receipt of which the Company hereby acknowledges) the Company hereby assigns and agrees to assign to UCL with full title guarantee and by way of present assignment of all current and future rights, all of the Company’s right, title and interest in and to all the Assigned IP together with any and all rights that the Individual or Representatives may now have or may hereafter become entitled to in, or in relation to, the Course Materials (including all rental and lending rights and similar rights and the right of communication to the public and so-called "making available" rights and all broadcasting and re-transmission rights).
  4. License of IP.   In consideration of the sum of £1 (receipt of which the Company hereby acknowledges) the Company hereby grants UCL a perpetual, sub-licensable, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Licensed IP and related content and derivative works thereof for any purpose connected with the business (now or in the future) of UCL.  This licence applies to Licensed IP whether incorporated within the Course Materials before, on or after the date of this agreement.
  5. Warranties. The Company warrants that:
    1. all Assigned IP:
      1. was or will be created solely by the Individual or a Representative;
      2. was or will be the Individual’s or Representative’s original work;
      3. does not and will not infringe the rights of any third party; and
      4. has not been copied wholly or substantially from any other source;
    2. it is the sole legal and beneficial owner of the Assigned IP;
    3. it has been assigned any and all Assigned IP and all other rights referred to in clause 3 by the Individual and/or any Representatives such that the Company can assign the same to UCL;
    4. it has the right to enter into this agreement and to grant to UCL a licence or sub-licence to use the Licensed IP as contemplated by this agreement;
    5. the use of the Assigned IP and Licensed IP by UCL will not infringe the rights of any third party; and
    6. it has obtained:
      1. absolute waivers of moral rights arising under the Copyright, Designs and Patents Act 1988 in relation to the Course Materials from the relevant individuals and, so far as is legally possible, any broadly equivalent rights such individuals may have in any territory of the world and UCL shall have the unlimited right to edit, copy, alter, add to, take from, adapt or translate the Course Materials; and
      2. irrevocable and unconditional grants from the Individual and/or Representatives of any consents (including to the "making available" of a recording of the Individual's and/or Representative’s performance) required under any applicable law of any jurisdiction now in force or in the future enacted as are necessary for UCL to make the fullest use of the Course Materials under this agreement worldwide in all media now known or invented in the future without the need for any payment to the Company, Individual or Representative and UCL is entitled to rely on such consents.
  6. Equitable Remuneration. It is agreed that the sums referred to in paragraphs 3 and 4 include equitable remuneration in respect of any and all rights of whatsoever kind or nature (including rental rights in relation to the Course Materials) to which the Individual or Representatives may now be or shall hereafter become entitled under the laws of any country in connection with the exploitation of the Course Materials in any and all media.
  7. Infringement by Licensed IP. Without prejudice to UCL’s rights, if UCL receives any claim that the Licensed IP infringes the rights of any third party, the Company may, at its expense:
    1. procure for UCL the right to continue using the Licensed IP (or any part thereof);
    2. modify the Licensed IP so that it ceases to be infringing;
    3. replace the Licensed IP with non-infringing material;

provided that if the Company modifies or replaces Licensed IP, the modified or replacement material must comply with the warranties contained in clause 5 and UCL shall have the same rights in respect thereof.

  1. Further Assistance. The Company agrees (at its own cost) to do, and procure that the Individual and Representatives do, all things and execute all documents and provide such assistance as UCL may reasonably request for the purpose of giving effect to this agreement, including the assignment of Assigned IP and the licensing of Licensed IP.
  2. Confidentiality. The Company acknowledges that as a result of its participation in the Project, the Company may receive and/or generate information of a confidential nature (“ Confidential Information ”). The Company agrees that it will and will procure that the Individual and Representatives will (i) use the Confidential Information only in connection with the Project and not for any other purpose; and (ii) keep the Confidential Information confidential from and not directly or indirectly disclose it or make it available to any third party without the prior written consent of UCL.

If the Company has any questions regarding this document, please let me know.  If the Company is in agreement with the Terms, I would be grateful if you would confirm your understanding and acceptance of the Terms by signing and returning the attached copy of this letter and to me at your earliest convenience.

Yours sincerely,

For and on behalf of University College London


I confirm that I have read, understand and accept all the Terms of this letter.






Signature (for and on behalf of the Company)

Print name


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Licensed IP

[Insert details]