Contract Models for Virtual Teaching Helsinki University Porthania III 24 October 2001 Kristiina Harenko Attorneys at Law Borenius & Kemppinen Oy

2 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

3 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

4 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

5 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

6 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

7 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 )

8 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)

9 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

10 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.

11 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

12 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)

13 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

14 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

15 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

16 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)

17 Other Provisions Warranty obligations Maintenance and updating Students’ rights –reference to students agreement Confidentiality –protection of confidential information Non-competition clause

18 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

19 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

20 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

21 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

22 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