FAU Intellectual Property & Commercialization Checklist

"Background Intellectual Property" means all intellectual property, software source code, object code, large language model architectures, weights, algorithms, datasets, prompt workflows, trade secrets, and know-how owned or controlled by a Party prior to the Effective Date or developed independently outside the scope of this Agreement, including without limitation the items listed in Exhibit A (Partner Background IP Schedule) and Exhibit B (University Background IP Schedule).

Each Party shall retain sole and exclusive right, title, and interest in and to its Background Intellectual Property. Nothing in this Agreement shall be construed as transferring ownership of either Party's Background IP to the other Party. Each Party grants the other a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use its Background IP solely to the extent strictly necessary to perform the Project Scope during the Term.

Ownership of Project Intellectual Property shall be determined by actual inventive or authorship contribution rather than automatic joint ownership: (a) Project IP conceived, authored, or reduced to practice solely by Partner personnel shall be owned solely by Partner; (b) Project IP conceived, authored, or reduced to practice solely by University personnel without incorporation of Partner Background IP shall be owned solely by University; and (c) only Project IP to which both Parties make joint inventive or authorship contributions under applicable U.S. IP law shall constitute Joint Project IP.

Any improvements, bug fixes, architectural modifications, or derivative works directly modifying Partner Background IP shall be owned exclusively by Partner and shall not be deemed University-Supported Works under University policy. Furthermore, each Party retains the unrestricted right to independently develop enhancements or commercial products outside the Project Scope using its own resources, and the other Party shall have no ownership claim thereto.

All fine-tuned model weights, checkpoints, adapters (including LoRA/PEFT weights), and derivative models generated by tuning or optimizing Partner's Background Models or architectures during the Project shall be owned by Partner (or, to the extent University ownership is mandated by law, hereby exclusively, perpetually, and worldwide licensed to Partner for all commercial uses, hosting, SaaS delivery, and sublicensing). University retains a non-exclusive license to use such weights solely for internal non-commercial academic research and teaching.

Partner retains sole ownership of all Partner Contributed Datasets and any curated or synthetic derivatives thereof. University may access and preprocess Partner Datasets solely within secure, access-controlled environments for Project execution and shall not use Partner Datasets to train, fine-tune, or benchmark any model outside the Project Scope. Within thirty (30) days of termination or completion, University shall purge all copies of Partner Datasets and certify destruction in writing.

University hereby grants to Partner an exclusive, worldwide, royalty-bearing [or fully paid-up] commercial license, with the right to grant sublicenses through multiple tiers to customers, affiliates, and distributors, under University's interest in Joint Project IP [and University Project IP] to make, have made, use, host, offer as a cloud service (SaaS), modify, distribute, and commercialize products and services within the Field of Use. University shall not license such rights to any third party for commercial purposes within the Field of Use, retaining only a non-exclusive right for internal non-commercial academic research and educational instruction.

University shall submit any proposed manuscript, abstract, or presentation resulting from the Project to Partner at least forty-five (45) days prior to submission for publication or public disclosure. Upon Partner's written request, University shall: (a) delete any Partner Confidential Information, proprietary source code, model weights, or non-public datasets; and (b) delay publication for up to an additional forty-five (45) days (ninety (90) days total) to permit the filing of U.S. and foreign patent applications.