Terms of Use Overview


With Innovation Central Profiles, you can present a Terms of Use waiver to internal participants and external participants.  When you have the Terms of Use enabled:

  • Each user will be prompted to accept the Terms of Use upon first log in to Innovation Central. 
  • If the user chooses not to accept the terms, then the user is denied access to the system.
  • The user accepts the Terms of Use by clicking a check box to denote acceptance. The default setting for the box is empty (null value), so this has to be a deliberate action to accept.
  • Once the Terms of Use is accepted, the Profiles database records the date of the acceptance and the version number of the terms accepted (e.g. Terms of Use 1.1 06/06/15).


This is how the Terms of Use waiver appears to users:




Configuring Terms of Use


To configure Terms of Use, simply click the link to open the form.



This simple form is then opened.  Please note that a Terms of Use cannot be edited; rather, a new Terms of Use must be uploaded.



Terms of Use Examples


Below is example Terms of Use text for both internal and external uses. It is advisable that you determine the exact wording in consultation with your own company's legal counsel.  
 

Example 1: Internal Terms of use (Innovation Central default text)

In consideration for you being given access to this program, you agree that our company (“Company”) or the subsidiary of COMPANY by which you are employed shall own all intellectual property created by you as a result of your work. This includes, but is not limited to, all rights to patents, copyright, designs, reports, analysis, results, confidential information and findings, trade secrets, computer programs, source code and all documentation produced by you, including all moral rights. This agreement is in addition to any obligations imposed by your employment agreement or by your legal status as an employee. 


Example 2:  Internal Terms of use

In consideration of your employment with COMPANY, please restate your agreement to COMPANY that all ideas you generate for this project belong to COMPANY. Please check the “Agree” box below.”

I hereby acknowledge that my submission is governed by my agreement as an employee of COMPANY, a STATEcorporation, or any direct or indirect subsidiary or affiliate of COMPANY, including specifically its joint ventures, (such employer for the purposes of this Agreement being hereinafter referred to as “COMPANY”) as well as this Agreement. In consideration of my employment, or my continued employment as the case may be, I have previously agreed and hereby restate my agreement that during my employment I shall disclose to COMPANY and I agree to and do hereby assign to COMPANY, without charge, all my right, title and interest in and to any and all inventions and discoveries that I may make, solely or jointly with others, while in the employ of COMPANY, that relate to or are useful or may be useful in connection with business of the character carried on or contemplated by COMPANY, and all my right, title and interest in and to any and all domestic and foreign applications for patents as well as any divisions or continuations thereof covering such inventions and discoveries and any and all patents granted for such inventions and discoveries and any and all reissues, extensions and revivals of such patents. Upon request of COMPANY, whether during or subsequent to this employment, I shall do any and all acts and execute and deliver such instruments as may be deemed by COMPANYnecessary or proper to vest all my right, title and interest in and to said inventions, discoveries, applications and patents in COMPANY and to secure or maintain such applications, patents, reissues, extensions and/or revivals thereof. All necessary and proper expenses in connection with the foregoing shall be borne by COMPANY, and if services in connection therewith are performed at COMPANY’S request after termination of employment, COMPANY will pay reasonable compensation for such services. Any inventions and discoveries relating to COMPANY’S business made by me within one year after termination of my employment with COMPANY shall be deemed to be within this provision, unless I can prove that the same were conceived and made following said termination and such conception or invention is not based upon or related to any Trade Secret, as defined herein, received pursuant to my employment with COMPANY. 

Further, I hereby assign to COMPANY, without charge, all my right, title and interest in and to all original works of authorship in any tangible form, prepared by me, solely or jointly with others. In addition, COMPANY and I hereby agree that any such original work of authorship that qualifies as a “work made for hire” under the U.S. copyright laws shall be a “work made for hire” and shall be owned by COMPANY. 

I acknowledge and agree that in the event I breach, I threaten in any way to breach, or it is inevitable that I will breach, any of the provisions of this Agreement, damages shall be an inadequate remedy and COMPANY shall be entitled, without bond, to injunctive or other equitable relief. COMPANY’S rights in this respect are in addition to all rights otherwise available at law or in equity. 

In the event that any provision of this Agreement is found invalid or unenforceable by a court of law or other appropriate authority, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement, which shall remain in full force and effect. This Agreement shall inure to the benefit of COMPANY, successors and assigns or nominees of COMPANY, and I specifically agree to execute any and all documents considered convenient or necessary to assign transfer, sustain and maintain inventions, discoveries, copyrightable material, applications and patents, both in this and foreign countries, to and on behalf of COMPANY. I further agree that the various provisions of this Agreement shall be interpreted in accordance with the law of the State of STATE. All other issues shall be interpreted under applicable law.


Example 3: Internal Terms of use

All ideas generated by me or submitted by me to Innovation Central shall be treated as confidential and proprietary Company information. All such information together with any patents and/or trade secrets developed or produced therefrom shall be the sole and exclusive property of the Company and shall be treated by me as confidential and proprietary information of the Company.

The use of Innovation Central is intended exclusively for Company Employees for the benefit of the Company and shall not be divulged or disclosed to others. Misuse or misappropriation of Company confidential information may render the employee subject to censure or more serious disciplinary actions up to and including termination of employment and prosecution under applicable laws.


Example 4: Internal Terms of use

In consideration for you being given access to this program, you agree that [Corporation Name] (“Company”) shall own all intellectual property created by you as a result of your work. This includes, but is not limited to, all rights to patents, copyright, designs, reports, analysis, results, confidential information and findings, trade secrets, computer programs, source code and all documentation produced by you, including all moral rights. You also agree that all such rights are hereby assigned to and shall vest in and remain the sole and exclusive property of the Company.


Example 5: External Terms of use (Innovation Central default text)

In consideration for you being given access to this program, you agree that our organization (“Company”) shall own all intellectual property created by you as a result of your work. This includes, but is not limited to, all rights to patents, copyright, designs, reports, analysis, results, confidential information and findings, trade secrets, computer programs, source code and all documentation produced by you, including all moral rights.


Example 6: External Terms of use

In consideration of being granted access to this program, you hereby agree to the following terms and conditions: 

You understand that by submitting your idea (herein, the “Submission”), you irrevocably and exclusively transfer and assign any and all ownership rights in the Submission to COMPANY(“COMPANY”), including, but not limited to, all rights to patents, copyrights, trademarks, trade dress and trade secrets. COMPANY will have no obligation to treat your Submission as confidential and it shall be free to use your Submission as it sees fit. 

You represent to the best of your knowledge that your Submission is not covered by any existing patent, patent application, trademark or copyright owned by any other person or entity. To the extent that it may be, you represent you have the ability to license and you do license COMPANYto use any such patent, patent application, trademark or copyright without any compensation to you. 

You represent that your Submission is original with you and not copied from another source. To the best of your knowledge, the use of your Submission will not infringe on any other personal or proprietary right, including patent, trademark, copyright or trade secret rights. 

By your acceptance of these terms and conditions, you hereby release COMPANY, its directors, officers, employees, agents, franchisees, suppliers, distributors and affiliated companies from and against any and all claims or liability in connection with the use or disclosure of any product, design or concept similar or identical to the Submission. 

Please indicate you have read, understood and agree to the foregoing terms and conditions by clicking the “I Agree” button.


Example 7: External Terms of use

Prior to submission of any idea for a new product/concept (“Idea”) to the COMPANY Innovation Central environment, all third party vendors and/or suppliers must read and acknowledge the following:

In consideration for my participation in the COMPANY Innovation Central environment and the opportunity to submit Ideas and for other good and valuable consideration, receipt of which is hereby acknowledged, I agree as follows:

1. The Company may, in its sole discretion, determine whether the Company shall use or not use my Idea.

2. I am not entitled to any compensation for my Idea, regardless of whether my idea (or a similar Idea) is used by the Company. I waive and relinquish to the Company any and all rights which I may have in connection with my Idea, including rights under intellectual property laws. To my knowledge, no one else has any ownership rights or interest in and with respect to my Idea. 

3. All information I learn from my access to or participation in the COMPANY Innovation Central environment shall be kept strictly confidential, shall not be disclosed to any third party and shall not be used by me for any purpose whatsoever.

4. The foregoing terms may not be altered by an oral statement by me or any employee of the Company.

5. This Agreement shall cover all Ideas I submit to the COMPANY Innovation Central environment.

6. This Terms of use and Release shall be in addition to and shall not supersede any agreements I or my employer may have with the Company, including without limitation confidentiality agreements.