A New Template Agreement

This agreement came across my desk and I thought it was worth making available.  It’s not quite a social contract, and it clearly does not track anything I’ve ever seen in any official communications of university technology transfer.   So it must not have any particular substance.  But as an agreement, it offers some interesting constructions that may serve as practice tips.   See what you think.

Cutting Edge and Trendy

and Low Ball if  not Totally Free on Price

(hereinafter, the “Designated Sticking Point”)

Exclusive Agreement

in lieu of any other agreement, remedy, or rationale for making unreported past and anticipated dismal failure into a virtuous, innovative new feature of the never sub-optimal “license to your favorite future monopolist” model of research invention hoarding

(hereinafter, the “Model”)

Whereas, we are by our nature bureaukleptic when it comes to research inventions;

Whereas, we have compulsively acquired title to a great many research inventions (hereinafter “Now Worthless Inventions”) on the prospect of reaping huge profits under the rationale that what is good for the university is good for the public, and under the further rationale that the public should be defended from the inadequacies of research personnel;
Whereas, we have held said Now Worthless Inventions until they now clearly no longer have the value we ascribed to them;

Whereas, we now wish to avoid further expenditures relating to said Now Worthless Inventions;

Whereas, we desire praise for our Model without inviting inquiry into our past actions regarding these Now Worthless Inventions;

Now, therefore, in consideration of the foregoing and the mutual promises and undertakings herein, the university and the public completely and wholeheartedly agree as follows:

Article 1

We hereby release these Now Worthless Inventions at no charge above the Designated Sticking Point for public use, under the terms and conditions set forth in this Agreement (hereinafter, “Agreement”), including any such other terms and conditions as we may in the future deem reasonably necessary to fulfill the intent and purposes of this Agreement.

Article 2

The public accepts such release and respectfully and gratefully acknowledges such release.  (Such release shall be hereinafter referred to as “Open Innovation” or at the very least, “Innovative” without giving effect to any substantive meaning that may otherwise be associated with these terms in actual practice, except as such substantive meaning is equivalent to “trendy”and “cutting-edge” as required to remain in compliance with the title of this Agreement).

Article 3

All parties to this Agreement agree that our Model of technology transfer is cutting edge and trendy, and is to be judged solely on the basis of its aspirational statements and unverified presentations of successful transactions, including such narratives, photographs of smiling inventors (or non-inventors, if photogenic or svelt, as context requires) or impressive research instrumentation, especially such instrumentation as features light or colored water, and other statistics, metrics, and partial financial statements as may be conflated to create the required appearance of success (hereinafter, “Past Successes”).  Any representation, whether express or by implication, that there is any activity that is not within the scope of Past Successes is null and void and without effect, as there are only and will continue to be only Past Successes, which may be amended from time to time as is necessary to maintain this Agreement in full force and effect.

Article 4

As duly authorized by this Agreement, Past Successes are hereby amended to include, as an additional success, the Innovation created by, and made co-equivalant to, the abandonment of Now Worthless Inventions, which we have not developed, before the expiration of patent rights therein, but only after declaring them utterly and irrefutably worthless.  Any subsequent actions that may result in any way in a benefit to anyone also shall be deemed to be within the scope of said additional success, at our sole discretion, unless such benefit is of a significant financial nature, in which case we hereby reserve the unilateral and unappealable right to commence litigation to recover any and all proceeds, benefits, advantages, payments, income, revenue, equity, celebrity status, or expensive cars that properly are, and must by statute vest within the definition of Past Successes and therefore be already within the scope of our ownership claims, even if previously released from such claims by mistake or otherwise by any personnel subject to the measures set forth in Article 5.  All such proceeds claimed by us shall be determined to be above the Designated Sticking Point, for which the public is hereby placed on notice and so acknowledges being placed on such notice.  Litigation and proceeds from litigation shall also be deemed to be Past Successes, regardless of whether reference is made to such Past Successes in the present or future tenses, as temporal context requires.   The past shall in this way always and irrevocably by definition be used as a reliable indication, if not promise, of future performance.

Article 5

We hereby fully and completely absolve ourselves and our Model of any responsibility for the fate of said inventions, as it is the fault of the ubiquitous funding gap, and/or inept or unreasonable faculty inventors, and/or a universal failure of innovation capacity (hereinafter, individually or collectively as context requires, “Present Challenges”) that prevent from being realized our aspirations for wealth through commercial investment by eager and trustworthy monopolists; and furthermore, in the alternative, it is the fault of certain technology licensing personnel who failed in their obligations to make us look good and who therefore have been sacked.  In any case, we hereby absolve ourselves, and are deemed to be absolved, and thereby stand absolved, and place any residual failure on our part to achieve complete and absolute absolution, in the event any such need of absolution survives this Agreement, on those agents and conditions so named above.

This represents the entire Agreement with regard to the subject matter of this Agreement.  Articles 1, 2, 3, 4, and 5 shall survive termination of this Agreement, unless terminated by us, in which event only those Articles that we designate shall so survive and any such Articles shall be so reformed and constructed as to give full force and effect to our will and desires as they may at any such future time be established and made mindful to us.  This Article, too, shall survive in the same manner as the other Articles, though it does not have a reference number.  References and headings in this Agreement are for reference only and are not intended to contribute in any way to the meaning, construction, interpretation, or subsequent disposition of this Agreement except as it may suit us. Therefore the other Articles shall for purposes of interpretation of this Article be deemed not to have headings, which are introduced only to provide an appearance of order, which order for removal of doubt also shall be a Past Success under this Agreement.  Any provision of this Agreement found in any way deficient or unenforceable shall be deemed to have been created without authorization or through fraud or negligence by those agents or conditions made manifest in Article 5 (or in the alternative, should the various headings and numbering of the Articles be challenged as not encompassing all such Articles, the reference Article 5 shall mean the Article penultimate, or the Article immediately preceding the instant Article) and shall be reformed and so composed as to give maximum effect to the intent and purposes of this Agreement as if those agents and conditions had never been.

In witness whereof, in recognition of the Past Successes and the Present Challenges, this Agreement retains its full force and effect for as long as we say it does upon notice to and on behalf of the public by us, as duly authorized representatives of The Powers That Be.