Contract Models for Virtual Teaching

Helsinki University Porthania III24 October 2001Kristiina HarenkoAttorneys at Law

Borenius & Kemppinen Oy

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Assignment of the Working Group

• Information strategy for education and research

• Contract models for virtual teaching– education organiser’s own projects – joint projects

• Needs for contracts– employee-> organiser’s own use -> joint projects– outside author -> organiser’s own use -> joint

project

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Contract Models

• Agreement on material created within the course of employee’s working obligations

• Agreement between an organiser and outside author

• Agreement on joint projects

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Use of Model Contracts

• Contract models function as tools, no obligation to use contract models

• Applicability shall be considered on case by case basis and necessary modifications shall be made

• Future development of the models is important– collecting feedback– identifying problems

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Use of Model Contracts

• Different Contract Models form an entity– the rights for joint projects are derived from

the original authors– the organisers cannot assign / license more

rights than they have acquired from authors by agreements

– the basic concepts are uniform in different agreements

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Virtual teaching

• The virtual teaching shall mean education – organised by the organiser according to its

curriculum;– provided to organiser’s students via network;

and– include face-to-face teaching related to

education via network

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Organiser’s (user) rights

• ”All rights” shall mean the exploitation of study material in any manner and form, e.g.– recording materials into computer memory, on

videotape or other device – distributing copies (e.g. prints) to others– performing a work – displaying a work– making a work available to others by other means

(sending via e-mail)

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User’s rights

• Point of departure broad rights – the means and methods of exploitation are not limited

• The context and the purpose of the use are limited– the exploitation is permitted only in the context and for

the purpose of virtual teaching

• User’s rights are granted on non-exclusive basis, the granted rights do not limit the author’s right to exploit his/her own work (or other protected subject matters)

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Right to transfer rights to third party

• The point of departure is that the organiser has right to transfer rights to other organisers

• A transfer right is necessary in order to be able to use the materials in joint projects

• In joint projects the context and purpose of use are limited – Similar limitations with transferor, no one can

transfer more extensive rights than it has acquired

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Modification rights

• The modification rights are included in the agreements

• Note– ”all rights” do not include modification rights

and right to transfer rights to third party– modification rights and right to transfer rights

to third party shall be separately agreed on.

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Moral rights

• The users shall respect author’s moral rights– the obligation is based on mandatory provisions in

Copyright Act– provisions are included in the agreements for

informative purposes

• Moral rights– the name of author shall be mentioned in a good

manner– the reputation and integrity of an author shall be

protected

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Application of the Agreements

• Agreement with employees is only applied to materials created by an author within the course of his/her obligations as an employee

• In other cases the agreement with outside authors is applied– agreement can be applied to other rightholders

than original authors (e.g. publisher, producer)

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Application of the Agreements

• The liability of an employee is defined according to general liability principles in employment relation

• In other cases an author shall be liable for all damages and expenses which may have arisen from an infringement of third party’s copyrights

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Application of the Agreements

• in joint projects the parties of an agreement are legal entities

• all parties have only rights acquired from authors or performing artists (by agreements)

• each party is liable for the rights of its own materials

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Other provisions

• Remuneration– no specific remuneration in addition to a salary– lump sum payment– other (e.g. royalty)– a remuneration can be a combination of a

lump sum payment and royalty

• The remuneration can be freely agreed on

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Other Provisions

• Identification and specification of materials• Author’s obligations / parties’ obligations• Means of delivery• Inspection / testing and acceptance of

materials• Ownership of a tangible copy (e.g. CD-ROM

record)• Storage obligations (archive copies)

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Other Provisions

• Warranty obligations• Maintenance and updating• Students’ rights

– reference to students agreement

• Confidentiality– protection of confidential information

• Non-competition clause

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Other Provisions

• Breach of contract– liability for direct damages– indirect and consequential damages only in

case of wilful act or gross negligence

• Entry into force and termination of an agreement

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Other Provisions

• Termination with immediate effect– substantial breach of contract, which is not

remedied within thirty (30) days after other party’s written notification

• Agreement and its annexes • Amendment of an agreement (in writing)• Contact persons, notifications

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Other Provisions

• Governing Law and settlement of disputes– Finnish law– First mutual negotiations – General district court

• organiser’s main place of activities• joint project: can be freely agreed on

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Joint Project Specific Questions

• Rights to each party’s own materials• Rights to deliverables (result materials

of the project)• Organisation and decision making

procedure of the project– a list of issues to be agreed on in joint

projects is attached to the model contract

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Students’ Agreements

• students’ rights to use study materials– limited to studying purposes– a student is responsible for the use by his/her user code

or password

• organiser’s right to use materials created by students – in the context of the course in which a student is

participating – the license expires at the end of the course– more extensive rights shall be separately negotiated