INTELLECTUAL PROPERTY RIGHTS AGREEMENT
1. Parties
Balanced Alternative Techniques Ry (hereinafter referred to as "Bat Ry" and
"Administration"), a Finnish non-profit organization dedicated to supporting
the development of electronic multi-user environments (hereafter referred to
as "MUDs", or "the MUD") on the Internet, and _______________________________
__________, an individual (hereinafter referred to as "Developer") to whom the
Administration has granted or will grant the right to further develop and
enhance one or more MUDs and who volunteers to develop and administrate the
MUDs that Bat Ry operates.
2. Background
Bat Ry operates MUDs as a non-profit organization aiming to provide a
continuous and quality virtual environment experience to the Internet
community. Due to non-profit nature of Bat Ry's operation, all development
work and day-to-day administration work on these MUDs is performed by
volunteers such as the Developer without any promise or implication of monetary
or other compensation.
To guarantee the continued operation of these MUDs, Bat Ry must protect the
essential parts of the MUDs which constitute functionally critical or otherwise
essential and inseparable elements of the whole multi-user environment through
means of intellectual property rights.
At the same time, the individual Developer's rights to his/her non-essential
contributions to the MUD must be protected and the associated intellectual
property rights be attributed to him/her.
This agreement sets forth this common understanding of the Parties (Bat Ry
and Developer) regarding their rights and obligations and the assignment of
Intellectual Property Rights relating to MUDs (hereinafter referred to as
"IPR").
3. Definitions
The material related to Bat Ry's MUDs can be divided into four classes:
3.1. The Core Driver
The Core Driver, also known as the Game Driver, provides the basic building
blocks and operational environment required to operate a multi-user
environment. It handles network connections, connections to databases and
executes the MUDlib and the World Code. Information contained in the Core
Drive is essential to the use of MUDs.
3.2. The MUDlib
The MUDlib is a set of source code, which is interpreted by the Core Driver.
It provides building blocks for the World code, and includes, but is not
limited to the following systems:
a) Communication systems
b) Object handling systems
c) Combat systems
d) Guilds, skills and spells
Essentially, the MUDlib contains all parts of the MUD except for the
locations (also known as "areas") of the virtual worlds and their inhabitants.
As an exception, some locations (including but not limited to BatCity and
Shadowkeep) become a part of the MUDlib through their close association with
the core MUD functionality such as providing the location for essential places
players must visit (such as guilds).
3.3. The World code
Developers can contribute to the MUD by building locations in the virtual
world and inhabiting them with simulated entities (virtual non-player
characters and items). Scenic locations and world inhabitants, which are
relevant to the operation of the MUDlib, are considered to be part of the
MUDlib, not as part of the World code.
3.4. Derivative works
Derivative works refer to all material which are not essential for the
operation of the MUD, but which support the user base, community and brand,
which is built around Bat Ry's environments. Such works can include web pages,
written articles, drawings and so forth and need not be the work of a MUD
Developer.
4. Assignment of Intellectual Property Rights
4.1. General Assignment Principles
Developer assigns his/hers IPR relating to MUDs to Bat Ry according to this
Article. All assignments of IPR to Bat Ry are irrevocable and perpetual in
nature.
4.2. The Core Driver
IPR relating to the Core Driver is in its entirety the property of Bat Ry. If
the Core Driver consists of data belonging to third parties, IPR of such data
is the property of that particular third party.
Should Developer have customized the Core Driver, he/she transfers all
his/her IPR to such source code to Bat Ry. Furthermore, Developer understands
that such source code is the property of Bat Ry in its entirety, and once
incorporated into the Core Driver, Developer forfeits all claims to the said
code.
4.3. The MUDlib
The MUDlib is the property of Bat Ry. IPR relating to all contributions to
the MUDlib by the Developers will automatically become the property of Bat Ry.
The Developer forfeits all claims to the source code when it is incorporated
into the MUDlib.
Any use of the MUDlib, in part or in full, outside the MUD is forbidden
without the prior written permission of Bat Ry.
4.4. The World Code
The World Code is the property of Developer. Developer grants Bat Ry an
unlimited right to use to the World Code, and agrees not to remove, destroy,
publish or sell the code without providing 2 months notice to Bat Ry. Bat Ry
retains the right to refuse the World Code submissions, or to remove them from
the MUD at its sole discretion.
Should Developer withdraw from active development and code maintenance for at
least 6 months, without providing Bat Ry with notice or instructions for
his/her World Code, forfeits the rights to the said code to Bat Ry. Bat Ry is
then entitled to request further development of the code by other Developers
while the rights to both the original and the modified code remains solely
with Bat Ry.
The Administration is entitled to delegate and implement emergency fixes to
the World Code, either in person or by authorizing another Developer. Such a
correction does not alter the rights of the original Developer in any way.
In the event that Bat Ry decides to formally cease operation of its MUDs, the
Developer is entitled to request a copy of his/her World Code and to transfer,
sell or publish it as he/she sees fit, providing the Developer has not
forfeited his/her rights to the code as stated above.
4.5. Derivative Works
Derivative works contributed to Bat Ry's official website
(http://www.bat.org/) automatically become the property of Bat Ry unless
otherwise separately agreed with the Administration.
5. Distinguishing marks
Unless otherwise separately agreed, Bat Ry retains all rights to the
distinguishing marks "BatMUD", "BatMUD Classic" and "HC Bat" and any future
mark or name which shall be used in connection to MUDs. However, Bat Ry grants
a non-exclusive non-transferable right of use to these names for non-commercial
purposes, provided that appropriate credit it given in said works, the names
are used in good faith and the use does not lessen Bat Ry's ownership of the
said marks.
6. Compensation
The Developer warrants that he/she understands and agrees that Bat Ry is a
non-profit organization which will not compensate him/her for any work
performed or IPR assigned to Bat Ry beyond the general goodwill and personal
satisfaction associated with Developer status and the volunteer work involved.
Further, the Developer will not initiate proceedings (legal or otherwise) to
contest this compensation or assignment of IPR.
In special cases Bat Ry reserves the right to reward one or more Developers
for extraordinary or long-term contributions and/or achievements at its sole
discretion.
7. Confidentiality
The Developer will gain access to Bat Ry IPR and confidential information
during volunteer activities and agrees to keep any such information
confidential for the duration of this agreement and for 10 years after its
termination.
8. Amendments and Modifications
Bat Ry may decide to amend or modify this agreement from time to time by
informing the Developer of such changes. If the Developer does not agree to the
changes, he/she may decline to accept them by resigning from Developer status.
Bat Ry has the right to reject or revoke Developer his/her status as a
developer at any time without cause at its sole discretion.
9. Force Majeure
Bat Ry makes no warranties for the continuity or availability of its
services, nor does this agreement imply that any works developed in accordance
with it will be published on the MUD.
If through war, floods, sabotage or other force majeure, the operating
environment of the MUD becomes unusable, or if the content is lost, Bat Ry is
in no way responsible to refund or compensate for any work performed by
Developers.
10. Term and Survivability
This agreement will remain valid until terminated by either party by giving 2
months notice in writing. However Bat Ry reserves the right to remove the
Developer's access to the MUD without notice and at its sole discretion.
All assignments of IPR and confidentiality clauses will survive the
termination of this agreement.
11. Governing Law and Dispute Resolution
This agreement has been drafted in mutual understanding between the parties
and is governed by the laws of Finland. Any disputes between the parties are to
be settled primarily through negotiations in good faith.
If such negotiations fail to produce mutually satisfactory results, disputes
shall be settled in the District Court of Helsinki.
In case of termination Bat Ry may resign Developer's status as a developer.
12. Signatures
This agreement has been executed in two (2) copies, one original for each
party.
Developer Bat Ry
____________________________ ___________________________
Name: Name:
Country of Citizenship: Position: Chairman of the Board
Address:
Email address: