TSO serves as a liaison between CoC Faculty and GT Legal to ensure execution of legal agreements. To execute a license agreement or contract, please send the following information to help-purchase@cc.gatech.edu:
- A copy of the agreement
- Brief description of how the software or contract will be used
- Contact information for company
- Cost associated with contract or purchase
The Board of Regents of the University System of Georgia (BOR), in its policy manual, specifically addresses the issue of authorization to enter into contracts on behalf of the BOR. The BOR retains the right of approval for certain contracts and delegates contracting authority to the President for others. The President must specifically delegate authority for a Georgia Institute of Technology employee to enter into a contract that binds GIT. Office of Legal Affairs has the delegated authority to sign the following agreements.
Software Licenses
OLA reviews all licenses for software being purchased or licensed for use at Georgia Tech. When a particular piece of software requires a license, you should forward the license to OLA for review, negotiation and signature. If the agreement provides for a license fee, we will need a copy of the signed Purchase Order before we can sign the license. Many software licenses contain one or more of the following provisions, which are a problem for Georgia Tech, as a state entity: 1) governing law of any state other than Georgia; 2) indemnification; 3) limitation of remedies; 4) multi-year term; 5) penalties for late payment/interest payments; 6) perpetual confidentiality obligations even if the software enters the public domain; 7) release of company from liability for direct damages caused by the software; 8) arbitration; and 9) any warranties and/or guaranties required to be provided by Georgia Tech. We are usually successful in negotiating these provisions out. Once the license is signed, a copy will be provided to you.
Research Contracts
Contracts for sponsored research are handled by the Office of Sponsored Programs (OSP). Although there may be legal issues under negotiation by OSP in many of these agreements, OLA does not routinely become involved in the negotiation process. OLA reviews such agreements only if requested to do so by OSP for general legal issues or by the Office of Technology Licensing (OTL) for intellectual property issues, but such reviews occur on few research contracts. If you think OLA might be involved in the review or negotiation of your research contract and you have not heard from us, please give us a call to determine if the contract is in our office.
Confidentiality/Non-Disclosure Agreements
Non-Disclosure Agreements (NDAs), Proprietary Information Agreements (PIAs) and Confidentiality Agreements (CAs) are interchangeable terms. All refer to an agreement used to protect and govern the exchange of confidential information. We ordinarily use the term "NDA". For more information, please refer to the following website http://www.legalaffairs.gatech.edu/topics.html#anchor364228.
Equipment Loans/Donations
To borrow equipment from a sponsor or other third party for use on a sponsored research project, you should contact your contracting officer in the Office of Sponsored Programs. All other equipment loan agreements are handled by OLA and should be forwarded to us for review and approval of the legal terms. Donation Agreements should be sent to the Office of Development for handling. Equipment loaned to Georgia Tech is covered by Georgia Tech's insurance only when the loan is covered by a written agreement. Equipment that is donated is covered by insurance once title passes to Georgia Tech; however, equipment donations should also be covered by a written agreement. Contact the Office of Risk Management at 894-4626 with specific questions regarding insurance coverage for equipment.
Patents
Processes, systems, methods of operation, concepts, principles and discoveries qualify for patent protection. Unlike copyright protection, to claim patent protection in an invention, you must apply for and receive a patent from the US Patent and Trademark Office. To qualify for patent protection your idea must be novel, useful and original. Patent filings for inventions developed at Georgia Tech are handled by outside attorneys through the Office of Technology Licensing in GTRC. If you have an invention that you think might qualify for patent protection, contact the Office of Technology Licensing for further information.
For additional information, please visit http://www.legalaffairs.gatech.edu/topics.html