Instructions and Guidelines for Use:
This Agreement should be used to document a contribution to a University owned
copyrightable work made by someone outside the UT System (contract labor) or a
contribution from someone within UT System specifically commissioned or hired to make
the contribution.
[Note: Words contained in brackets/parentheses indicate that you must choose among the
alternatives listed, insert appropriate language, replace the given variable with another or, if
the bracketed material is a note to you, like this one, remove the material. Be sure you have
addressed all bracketed issues and removed all brackets before submitting your
agreement.]
 When you are ready to submit the Agreement for review and approval, please refer to
the “Procedure for Submitting Business Contracts” at:
http://www.utexas.edu/business/vp/contracts_agreements/contract_procedure.html
 Please call the Financial Affairs Office at 471-7400 or 471-4412 if you have any
questions about the use of this agreement for your specific arrangement or the
information that you need to complete.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - WORK MADE FOR HIRE AGREEMENT
Educational Course Materials
This Agreement is effective as of the later of (Insert month/day/year) or date fully executed by
both parties ("Effective Date"), by and between (name of author) ("Author," and if there is more
than one author, then all of them collectively) and The University of Texas at Austin ("University").
THE AUTHOR AND THE UNIVERSITY AGREE THAT:
1. Title and Copyright Assignment
(a) Author and University intend this to be a contract for services and each considers the products
and results of the services to be rendered by Author hereunder (the "Work") to be a work made for
hire. Author acknowledges and agrees that the Work (and all rights therein, including, without
limitation, copyright) belongs to and shall be the sole and exclusive property of University.
(b) If for any reason the Work or any part thereof would not be considered a work made for hire
under applicable law, Author does hereby sell, assign, and transfer to University, its successors
and assigns, the entire right, title and interest in and to the copyright in the Work and any
registrations and copyright applications relating thereto and any renewals and extensions thereof,
and in and to all works based upon, derived from, or incorporating the Work, and in an to all
income, royalties, damages, claims and payments now or hereafter due or payable with respect
thereto, and in and to all causes of action, either in law or in equity for past, present, or future
infringement based on the copyrights, and in and to all rights corresponding to the foregoing
throughout the world.
(c) If the Work is one to which the provisions of 17 U.S.C. 106A apply, the Author hereby waives
and appoints University to assert on the Author's behalf the Author's moral rights or any equivalent
UT Austin, Ofc. of the VP/CFO, ver Nov 13
Page 1 of 10
rights regarding the form or extent of any alteration to the Work (including, without limitation,
removal or destruction) or the making of any derivative works based on the Work, including,
without limitation, photographs, drawings or other visual reproductions or the Work, in any medium,
for university purposes.
(d) Author agrees to execute all papers and to perform such other proper acts as University may
deem necessary to secure for University or its designee the rights herein assigned.
2. Delivery of the Work
(a) The Author will deliver to the University on or before [date] the completed Work, following the
delivery schedule and requirements outlined in Attachment A – Delivery and Payment Schedule
of the Work (with all illustrations, charts, graphs, and other material, including syllabi, handouts,
reference lists, etc., in the medium mutually agreed upon for the Work) in form and content
satisfactory to the University.
(b) If the Author fails to deliver the Work on time, the University will have the right to terminate this
agreement and to recover from the Author any sums advanced in connection with the Work. Upon
such termination, the Author may not have the Work published elsewhere until such advances
have been repaid.
3. Quoted Material
With the exception of short excerpts from others' works, which constitute fair use, the Work will
contain no material from other copyrighted works without a written consent of the copyright holder.
The Author will obtain such consents at his or her own expense after consultation with the
University and will file them with the University at the time the Work is delivered. Any obligations
associated with permissions will be the responsibility of the Author.
4. Author's Warranty
The Author warrants that he or she is the sole owner of the Work and has full power and authority
to make this agreement; that the Work does not infringe any copyright, violate any property rights,
or contain any scandalous, libelous, or unlawful matter. The Author will defend, indemnify, and hold
harmless the University and/or its licensees against all claims, suits, costs, damages, and
expenses that the University and/or its licensees may sustain by reason of any scandalous,
libelous, or unlawful matter contained or alleged to be contained in the Work or any infringement or
violation by the Work of any copyright or property right; and until such claim or suit has been
settled or withdrawn, the University may withhold any sums due the Author under this agreement.
5. Consideration
In consideration for delivery of the Work in accordance with the provisions of this Agreement,
University shall pay Author [amount].
6. Revisions
[Choose one paragraph and delete the other.]
The Author shall retain the right to revise the Work [at one year intervals] during the term of this
agreement in accordance with academic standards. The Author further agrees to update the Work
within ninety (90) days upon the receipt of a written request from the University. The provisions of
this agreement shall apply to each revision of the Work by the Author as though that revision were
UT Austin, Ofc. of the VP/CFO, ver Nov 13
Page 2 of 10
the Work being published for the first time under this agreement. In the event that the Author is
unable or unwilling to provide a revision within ninety (90) days after the University has requested
it, or should the Author be deceased, the University may have the revision made and charge the
cost against sums due the Author under Section 5 above, if any, and may display, in the revised
Work and in advertising, the name of the person or persons who perform the revision.
or
This paragraph has been deleted because the Author's contribution is not a work expressing
academic expertise requiring periodic review and revision.
7. Term and Termination
(a) This agreement shall remain in effect for [one (1)] years unless terminated earlier in
accordance with this Section 7.
(b) In the event that either party shall be in default of its material obligations under this agreement
and shall fail to remedy such default within sixty (60) days after receipt of written notice thereof, this
agreement shall terminate upon expiration of the sixty (60) day period.
(c) Upon the expiration of the term of this agreement, the parties may agree to renew this
agreement for an additional [one (1)] year term, upon the same terms and conditions as set forth
herein.
8. Options/Contracts with Third Parties
Nothing contained in Section 7 shall affect any license or other grant of rights, options, or
agreements made with third parties prior to the termination date or the rights of the University in
the income resulting from such agreements.
9. Amendments
The written provisions contained in this agreement constitute the sole and entire agreement made
between the Author and the University concerning this Work, and any amendments to this
agreement shall not be valid unless made in writing and signed by both parties.
10. Construction, Binding Effect, and Assignment
This agreement shall be construed and interpreted according to the laws of the State of Texas and
shall be binding upon the parties hereto, their heirs, successors, assigns, and personal
representatives; and references to the Author and to the University shall include their heirs,
successors, assigns, and personal representatives.
11. Confidentiality and Safeguarding of University Records; Press Releases; Public
Information
Under this Agreement, Author may (1) create, (2) receive from or on behalf of University, or (3)
have access to, records or record systems (collectively, “University Records”). Among other
things, University Records may contain social security numbers, credit card numbers, or data
protected or made confidential or sensitive by applicable federal, state and local, laws, regulations,
and ordinances, including the Gramm-Leach-Bliley Act (Public Law No: 106-102) and the Family
Educational Rights and Privacy Act, 20 U.S.C. §1232g (“FERPA”). If University Records are
UT Austin, Ofc. of the VP/CFO, ver Nov 13
Page 3 of 10
subject to FERPA, (1) University designates Author as a University official with a legitimate
educational interest in University Records, and (2) Author acknowledges that its improper
disclosure or redisclosure of personally identifiable information from University Records will result
in Author’s exclusion from eligibility to contract with University for at least five (5) years. Author
represents, warrants, and agrees that it will: (1) hold University Records in strict confidence and will
not use or disclose University Records except as (a) permitted or required by this Agreement, (b)
required by law, or (c) otherwise authorized by University in writing; (2) safeguard University
Records according to commercially reasonable administrative, physical and technical standards
(such as standards established by (i) the National Institute of Standards and Technology and (ii)
the Center for Internet Security, the Gramm-Leach-Bliley Act, as well as the Payment Card Industry
Data Security Standards) that are no less rigorous than best practices in the data security industry;
(3) continually monitor its operations and take any action necessary to assure that University
Records are safeguarded and the confidentiality of University Records is maintained in accordance
with all applicable federal, state and local, laws, regulations, and ordinances, including FERPA and
the Gramm-Leach Bliley Act, and the terms of this Agreement; and (4) comply with the University’s
rules, policies, and procedures regarding access to and use of University’s computer systems.
Author represents, warrants and certifies that it complies with University’s Vendor Access
Requirements, Section 5.26, at http://security.utexas.edu/policies/irusp.html. At the request of
University, Author agrees to provide University with a written summary of the procedures Author
uses to safeguard and maintain the confidentiality of University Records.
a. Notice of Impermissible Use. If an impermissible use or disclosure of any University
Records occurs, Author will provide written notice to University within one (1) business
day after Author’s discovery of that use or disclosure. Author will promptly provide
University with all information requested by University regarding the impermissible use
or disclosure.
b. Return of University Records. Author agrees that within thirty (30) days after the
expiration or termination of this Agreement, for any reason, all University Records
created or received from or on behalf of University will be (1) returned to University, with
no copies retained by Author; or (2) if return is not feasible, destroyed. Twenty (20) days
before destruction of any University Records, Author will provide University with written
notice of Author’s intent to destroy University Records. Within five (5) days after
destruction, Author will confirm to University in writing the destruction of University
Records.
c. Disclosure. If Author discloses any University Records to a permitted subcontractor or
agent, Author will require the permitted subcontractor or agent to comply with the same
restrictions and obligations as are imposed on Author by this Section.
d. Press Releases. Except when defined as part of the Services, Author will not make any
press releases, public statements, or advertisement referring to the Project or the
engagement of Author as an independent contractor of University in connection with the
Project, or release any information relative to the Project for publication, advertisement
or any other purpose without the prior written approval of University.
e. Public Information. University strictly adheres to all statutes, court decisions
and the opinions of the Texas Attorney General with respect to disclosure of public
information under the Texas Public Information Act, Chapter 552, Texas Government
Code.
UT Austin, Ofc. of the VP/CFO, ver Nov 13
Page 4 of 10
f.
Termination. In addition to any other termination rights set forth in this Agreement and
any other rights at law or equity, if University reasonably determines that Author has
breached any of the restrictions or obligations set forth in this Section, University may
immediately terminate this Agreement without notice or opportunity to cure.
g. Duration. The restrictions and obligations under this Section will survive expiration or
termination of this Agreement for any reason.
12. Breach of Contract Claims
To the extent that Chapter 2260, Texas Government Code, is applicable to this Agreement and is
not preempted by other applicable law, the dispute resolution process provided for in Chapter 2260
and the related rules adopted by the Texas Attorney General pursuant to Chapter 2260, will be
used by University and Author to attempt to resolve any claim for breach of contract made by
Author that cannot be resolved in the ordinary course of business. The chief business officer of
University will examine Author's claim and any counterclaim and negotiate with Author in an effort
to resolve such claims. The parties specifically agree that (i) neither the execution of this
Agreement by University nor any other conduct, action or inaction of any representative of
University relating to this Agreement constitutes or is intended to constitute a waiver of University’s
or the state's sovereign immunity to suit; and (ii) University has not waived its right to seek redress
in the courts.
13. Miscellaneous
13.1
Assignment. Neither party may assign this Agreement, in whole or in part, without
the prior written consent of the other party.
13.2
Representations and Warranties by Author. If Author is a corporation or a limited
liability company, Author warrants, represents, covenants, and agrees that it is duly
organized, validly existing and in good standing under the laws of the state of its
incorporation or organization and is duly authorized and in good standing to conduct
business in the State of Texas, that it has all necessary power and has received all
necessary approvals to execute and deliver this Agreement, and the individual
executing this Agreement on behalf of Author has been duly authorized to act for
and bind Author.
13.3
Tax Certifications. If Author is a taxable entity as defined by Chapter 171, Texas
Tax Code (“Chapter 171”), then Author certifies that it is not currently delinquent in
the payment of any taxes due under Chapter 171, or that Author is exempt from the
payment of those taxes, or that Author is an out-of-state taxable entity that is not
subject to those taxes, whichever is applicable.
13.4
Texas Family Code Child Support Certification. Pursuant to Section 231.006, Texas
Family Code, Author certifies that it is not ineligible to receive the award of or
payments under this Agreement and acknowledges that this Agreement may be
terminated and payment may be withheld if this certification is inaccurate.
13.5
Payment of Debt or Delinquency to the State. Pursuant to Sections 2107.008 and
2252.903, Texas Government Code, Author agrees that any payments owing to
Author under this Agreement may be applied directly toward any debt or
delinquency that Author owes the State of Texas or any agency of the State of
Texas regardless of when it arises, until such debt or delinquency is paid in full.
UT Austin, Ofc. of the VP/CFO, ver Nov 13
Page 5 of 10
13.6
Loss of Funding. Performance by University under this Agreement may be
dependent upon the appropriation and allotment of funds by the Texas State
Legislature (the "Legislature") and/or allocation of funds by the Board of Regents of
The University of Texas System (the "Board"). If the Legislature fails to appropriate
or allot the necessary funds, or the Board fails to allocate the necessary funds, then
University will issue written notice to Author and University may terminate this
Agreement without further duty or obligation hereunder. Author acknowledges that
appropriation, allotment, and allocation of funds are beyond the control of University.
13.7
Entire Agreement; Modifications. This Agreement supersedes all prior agreements,
written or oral, between Author and University and will constitute the entire
Agreement and understanding between the parties with respect to the subject
matter hereof. This Agreement and each of its provisions will be binding upon the
parties and may not be waived, modified, amended or altered except by a writing
signed by authorized representatives of University and Author.
13.8
State Auditor’s Office. Author understands that acceptance of funds under this
Agreement constitutes acceptance of the authority of the Texas State Auditor's
Office, or any successor agency (collectively, “Auditor”), to conduct an audit or
investigation in connection with those funds pursuant to Sections 51.9335(c),
73.115(c) and 74.008(c), Texas Education Code. Author agrees to cooperate with
the Auditor in the conduct of the audit or investigation, including without limitation
providing all records requested. Author will include this provision in all contracts with
permitted subcontractors.
13.9
Force Majeure. Neither party hereto will be liable or responsible to the other for
any loss or damage or for any delays or failure to perform due to causes
beyond its reasonable control including, but not limited to, acts of God, strikes,
epidemics, war, riots, civil unrest, flood, fire, tsunami, volcano, sabotage, air
space closure, ground stop(s), a U.S. Department of State Travel Warning or
any other circumstances of like character (“force majeure occurrence”).
13.10 Venue; Governing Law. Travis County, Texas, will be the proper place of venue for
suit on or in respect of this Agreement. This Agreement and all of the rights and
obligations of the parties hereto and all of the terms and conditions hereof will be
construed, interpreted and applied in accordance with and governed by and
enforced under the laws of the State of Texas.
13.11 Ethics Matters; No Financial Interest. Author and its employees, agents,
representatives and subcontractors have read and understand University’s Conflicts
of Interest Policy available at http://www.utexas.edu/policies/hoppm/04.A.04.html,
State of Texas Standards of Conduct and Conflict of Interest Provisions available at
www.statutes.legis.state.tx.us/docs/gv/htm/gv.572.htm, and applicable state ethics
laws and rules available at www.utsystem.edu/ogc/ethics. Neither Author nor its
employees, agents, representatives or subcontractors will assist or cause University
employees to violate University’s Conflicts of Interest Policy, provisions described by
State of Texas Standards of Conduct and Conflict of Interest Provisions, or
applicable state ethics laws or rules. Author represents and warrants that no
member of the Board of Regents of The University of Texas System has a direct or
indirect financial interest in the transaction that is the subject of this Agreement.
UT Austin, Ofc. of the VP/CFO, ver Nov 13
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13.12 Waivers. No delay or omission in exercising any right accruing upon a default in
performance of this Agreement will impair any right or be construed to be a waiver of
any right. A waiver of any default under this Agreement will not be construed to be a
waiver of any subsequent default under this Agreement.
13.13 Public Information. University strictly adheres to all statutes, court decisions
and the opinions of the Texas Attorney General with respect to disclosure of public
information under the Texas Public Information Act (“TPIA”), Chapter 552, Texas
Government Code. In accordance with Section 552.002 of TPIA and Section
2252.907, Texas Government Code, and at no additional charge to University, Author
will make any information created or exchanged with University pursuant to this
Agreement (and not otherwise exempt from disclosure under TPIA) available in a
format reasonably requested by University that is accessible by the public.
[OPTIONAL: Include the following provision if Author will provide information resource
services such as software programming, software development, website and/or support
services, and any automated information system for the automatic acquisition, storage,
manipulation, management, movement, control, display, switching, interchange,
transmission, or reception of data or information. For further information, see Access by
Individuals with Disabilities at http://www.utsystem.edu/ogc/pc/contractclauses.htm.
13.14 Access by Individuals with Disabilities. Author represents and warrants (the “EIR
Accessibility Warranty”) that the electronic and information resources and all
associated information, documentation, and support that it provides to University
under this Agreement (collectively, the “EIRs”) comply with the applicable
requirements set forth in Title 1, Chapter 213 of the Texas Administrative Code and
Title 1, Chapter 206, Rule §206.70 of the Texas Administrative Code (as authorized
by Chapter 2054, Subchapter M of the Texas Government Code.) To the extent
Author becomes aware that the EIRs, or any portion thereof, do not comply with the
EIR Accessibility Warranty, then Author represents and warrants that it will, at no
cost to University, either (1) perform all necessary remediation to make the EIRs
satisfy the EIR Accessibility Warranty or (2) replace the EIRs with new EIRs that
satisfy the EIR Accessibility Warranty. In the event that Author fails or is unable to
do so, then University may terminate this Agreement and Author will refund to
University all amounts University has paid under this Agreement within thirty (30)
days after the termination date.]
[OPTIONAL: Include the following provision if Author will have access to FERPA
protected student information:
13.15 Confidential Student Information. “Confidential Student Information” is defined as
information that is personally identifiable to a student who is or was enrolled at
University by any of the following means: the student’s name, the name of the
student’s parent or other family members; the address of the student or student’s
family; a personal identifier, such as a identification number, or biometric record;
other indirect identifiers, including but not limited to the student’s date of birth, place
of birth, and mother’s maiden name; or any other information that, alone or in
combination, is linked or linkable to a specific student that would allow a reasonable
person in the school community to identify the student with reasonable certainty and
includes information supplied to Author by University as well as any information
provided by University’s students and third parties to the Author.
UT Austin, Ofc. of the VP/CFO, ver Nov 13
Page 7 of 10
Author acknowledges that this Agreement allows the Author access to Confidential
Student Information, and that access to and disclosure of Confidential Student
Information is restricted by University policy and federal law, namely the Family
Educational Rights and Privacy Act (“FERPA”).
Author agrees to hold Confidential Student Information in strict confidence. Author
will not use or disclose Confidential Student Information received from or on behalf
of University (or its students) except as permitted or required by this Agreement, as
required by law, or as otherwise authorized in writing by University. Author agrees
not to use Confidential Student Information for any purpose other than the purpose
for which the disclosure was made. Author agrees that only Author’s employees
who have a legitimate business need in performing this Agreement will have access
to the Confidential Student Information.
Upon termination, cancellation, expiration or other conclusion of the Agreement,
Author will return all Confidential Student Information to University within thirty (30)
days or, if return is not feasible, destroy any and all Confidential Student
Information. Twenty (20) days before destruction of any Confidential Student
Information, Author will provide University with written notice of Author’s intent to
destroy Confidential Student Information. Within seven (7) days after destruction,
Author will confirm to University in writing the destruction of Confidential Student
Information.
Author agrees that Author is under the direct control of University with respect to the
use and maintenance of Confidential Student Information. If University reasonably
determines in good faith that Author has materially breached any of its
confidentiality obligations under this Agreement or has violated FERPA, University,
in its sole discretion, will have the right to require Author to submit to a plan of
monitoring and reporting; provide Author with a fifteen (15) day period to cure the
breach; or terminate the Agreement immediately. Before exercising any of these
options, University will provide written notice to Author describing the violation and
the action it intends to take. If the Family Policy Compliance Office of the U.S.
Department of Education determines that the Author improperly disclosed
personally identifiable information obtained from University’s education records,
University may not allow the Author access to education records for at least five
years.
Author will develop, implement, maintain and use appropriate administrative,
technical and physical security measures to preserve the confidentiality, integrity
and availability of all electronically maintained or transmitted Confidential Student
Information received from, or on behalf of University or its students. These
measures will be extended by contract to all subcontractors used by Author.
Author will, within one day of discovery, report to University any use or disclosure of
Confidential Student Information not authorized by this Agreement or in writing by
University. Author’s report will identify: (i) the nature of the unauthorized use or
disclosure, (ii) the Confidential Student Information used or disclosed, (iii) who made
the unauthorized use or received the unauthorized disclosure, (iv) what Author has
done or will do to mitigate any deleterious effect of the unauthorized use or
disclosure, and (v) what corrective action Author has taken or will take to prevent
UT Austin, Ofc. of the VP/CFO, ver Nov 13
Page 8 of 10
future similar unauthorized use or disclosure. Author will provide such other
information, including a written report, as reasonably requested by University.
Author will defend and hold University harmless from all claims, liabilities, damages,
or judgments involving a third party, including University’s costs and attorney fees,
which arise as a result of Author’s failure to meet or breach any of its obligations
under this Agreement.
The restrictions and obligations under this Section will survive expiration or
termination of this Agreement for any reason.]
[OPTIONAL: Contact the Business Contracts Office if you have questions regarding the use
of this clause.
13.16 Responsibility for Individuals Performing Services; Criminal Background Checks.
Each individual who is assigned to perform the Services under this Agreement will
be an employee of Contractor or an employee of a subcontractor engaged by
Contractor. Contractor is responsible for the performance of all individuals
performing the Services under this Agreement. Prior to commencing the Services,
Contractor will (1) provide University with a list ("List") of all individuals who may be
assigned to perform the Services, and (2) have an appropriate criminal background
screening performed on all the individuals on the List. Contractor will determine on a
case-by-case basis whether each individual assigned to perform the Services is
qualified to provide the services. Contractor will not knowingly assign any individual
to provide services who has a history of criminal conduct unacceptable for a
university campus or healthcare center, including violent or sexual offenses.
Contractor will update the List each time there is a change in the individuals
assigned to perform the Services.
Prior to commencing performance of the Services under this Agreement, Contractor
will provide University a letter signed by an authorized representative of Contractor
certifying compliance with this Section. Contractor will provide University an updated
certification letter each time there is a change in the individuals on the List. ]
IN WITNESS WHEREOF, the parties have duly executed this agreement as of the Effective Date.
<Insert Author’s complete name>
The University of Texas at Austin
By: ____________________
By: ____________________
Name: ____________________
Name: Linda Shaunessy
Title: ____________________
Title: Business Contracts Administrator
Date: _______________
Date: _______________
Attachment A – Delivery and Payment Schedule of the Work <Develop and attach>
UT Austin, Ofc. of the VP/CFO, ver Nov 13
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Attachment A – Delivery and Payment Schedule of the Work
UT Austin, Ofc. of the VP/CFO, ver Nov 13
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