Rosetta Commons Developers Participation Agreement

To participate in the Rosetta Commons, I acknowledge and agree to the following: Rosetta Commons I understand that the Rosetta Commons has been established to provide a research environment of collaborative development for software and documentation stemming from the Rosetta protocol of protein structure prediction, which will be made widely available to the scientific community. In order to disseminate the new research tools effectively to academic and commercial users, I recognize that it is important to manage the copyrights arising from my contributions and adhere to the following Project guidelines. Rosetta Commons Property "Project Property" means software code authored, developed, or otherwise contributed to the Rosetta Commons by me, either solely or jointly with others in the Rosetta Commons, which is developed within the scope of work of projects within the Rosetta Commons, and any and all proprietary rights arising from this development, including copyrights and other proprietary rights. A FAQ describing the Rosetta Commons' IP can be found at https://www.rosettacommons.org/about/faq. Reporting Contributions I will participate in the contribution tracking mechanisms provided by the Rosetta Commons and contribute code developed as part of the Rosetta Commons to the designated repository/server and using the protocols established by the Rosetta Commons. Use of Project Property I acknowledge that transfer, assignment, or licensing of rights in any Project Property for my own use or that of any third party shall be solely with the authorization of the lead institution of the Rosetta Commons, currently UW TechTransfer Digital Ventures. I agree not to disclose, export, or publish Project Property, or any proprietary information or other subject matter of any third party, unless authorized by the Rosetta Commons Director or Rosetta Commons Executive Committee. I agree not to involve others in Rosetta Commons work unless they have signed a Rosetta Commons Participation Agreement or are approved as outside consultants or collaborators by the Rosetta Commons Director or Executive Committee. Outside Property Prior to integrating external code or libraries into the Project Property developed as part of the Rosetta Commons, I will review the specific academic license or terms of use to confirm that there are not restrictions on use or distribution of this external code by academic or commercial users and that the terms are consistent with the Rosetta Commons distribution program. If I am unsure of the terms of use, I will contact the Rosetta Commons Executive Committee member in my Institution or the Rosetta Commons Director. I will not contribute to the Project or use in the Project: 1) Any proprietary information of any prior employer or any third party, including but not limited to trade secrets or confidential information with respect to inventions, tangible materials, equipment or software code, the disclosure and/or use of which I know or should have reason to know is unauthorized or inconsistent with my participation in the Project or with obligations to any third party. 2) Any proprietary subject matter in which I assert a personal claim inconsistent with my participation in the Project or my Institution's obligations to any third party. Assignment 3) I will assign to my Institution upon request any and all right, title, and interest in and to Project Property, and will execute all necessary documents and otherwise provide reasonable assistance, during and subsequent to my Institution's affiliation, to enable my Institution to obtain, maintain, deploy, and enforce for itself and its nominees, agents, and licensees, any and all patents, copyrights, trademarks, and other legal means of ownership and protection for Project Property. Copyright Works I author or co-author within or for the Project may be works made for hire and ownership shall vest with my Institution. If any such works cannot be deemed to be works made for hire, I hereby assign right, title, and interest in and to such works to my Institution. Permission For works and rights I own personally, but which I voluntarily provide to, or include in, work for the Rosetta Commons, I hereby grant to Rosetta Commons a paid-up, royalty-free, non-exclusive, worldwide right to use such works and rights, including but not limited to creation of derivative works, reproduction of such work and derivative works in copies, distribution of such work and derivative works, public display and performance of such work and derivative works, and sale and licensing of such work and derivative works to others as part of Project-related materials. Revenue I acknowledge that revenue received through software licensing will be used by the Rosetta Commons for Cost Recovery (see below), until a certain amount has been received. This ceiling amount will be established by the Rosetta Commons Director on an annual basis. Once the ceiling is surpassed, the revenue will be shared among the participating Institutions, the research sponsors and equally among all active Project Participants. I acknowledge that there is no obligation to maximize my share of revenue, to seek recovery of revenue in the event of default of any third party, or otherwise to act responsive to my personal interest in any such revenue. I shall assert no claim to revenue due or received or designated as research or other non-royalty funding. Cost Recovery I agree that revenue related to licensing of the Rosetta Commons tools may be used for the Rosetta Commons Annual Meeting, software development services, intellectual property expenses, and other such expenses relating to the development of software and research tools in the Rosetta Commons which have been approved by the Rosetta Commons Director. Dispute I agree to make good faith efforts to resolve any concerns I may have regarding this Agreement or the Project through discussion with the Rosetta Commons Director and Executive Committee and my Institution's technology transfer office. Succession I agree that discharge of these obligations with regard to the Project will be an obligation of my executors, administrators, or other legal representatives or assignees. Notice I understand that this Participation Agreement does not fulfill, waive, replace, or relieve me from reporting obligations and otherwise complying with my Institution's policies, state law, and Federal law and agency regulations pertaining to ethics in public service and conflict of interest. I further understand and agree that as a Participant in the Project, I am bound by any obligations the Rosetta Commons may have to third parties, including research sponsors and licensees. Contract Conflicts I represent, except as identified below, that I have no agreements with or obligations to others in conflict with the following situations, including but not limited to: sponsored research agreements, or technology licenses with terms and conditions incompatible with my participation in the Project; employment or post-employment agreements with present and prior employers other than my Institution; consulting contracts; service provided as a member of a technical or advisory board to a third party; and any other external commitments.

I agree		I disagree
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Institution Name:		PI: