Terms and Conditions

INTELLECTUAL PROPERTY ACKNOWLEDGEMENT AND WAIVER

Henry Ford Innovation Institute Fellowship
Digital Health Entrepreneurship and Innovation Program

WHEREAS, Henry Ford Innovation Institute, a unit of Henry Ford Health, with the support of the William Davidson Foundation, and to develop leaders empowered to address the challenges of the global healthcare landscape through innovative solutions and entrepreneurial approaches, has created a fellowship program on the subject of digital health entrepreneurship and innovation (the “Program”), the goal of which Program is to address issues relating to the commercialization of biomedical-type inventions and to provide exposure to the process of developing an innovative digital concept from the point of early discovery to the clinic and market; and

WHEREAS, the undersigned desires to participate in the Program in a student capacity, which will be known as a Fellowship;

NOW THEREFORE, in exchange for and as a condition of acceptance and admission as a Fellow into the Program, the undersigned (referred to below as “Fellow”) acknowledges and agrees as follows:

1. Fellow acknowledges that, besides a classroom curriculum, the Program will include an exercise in experiential learning delivered via participation in team-based advanced innovation projects. Fellow acknowledges that Fellow is asked (but is not required) to bring to the Program a novel idea or concept, belonging exclusively to Fellow, that is focused on potential “digital solutions” to real world health care problems.
2. Fellow acknowledges that, as a student participating in the Program, Fellow is covered by and subject to the Henry Ford Health Intellectual Property Policy and its implementing procedures and that Fellow has been given a copy of that Policy.
3.  Fellow agrees to make an invention disclosure, on Henry Ford Health’ Record of Invention and Invention Disclosure form as provided to Fellow through the Program, with regard to any novel idea or concept Fellow brings to the Program. Fellow also agrees to represent and warrant that said novel idea or concept is not intellectual property belonging to any other person or entity, including Fellow’s past or present employer, and that it was not conceived or developed in the scope of Fellow’s employment with any employer or with funding from any third party grant or contract including any government grant or contract.
4. Fellow hereby assigns to Henry Ford Health any and all rights that Fellow may have to any and all intellectual property relating to the Program, whether brought to the Program or created or developed pursuant to the Program.
5. Fellow hereby waives any rights under the Henry Ford Health Intellectual Property Policy to own or acquire any rights in or to intellectual property brought to or created or developed during or related to the Program. Fellow hereby waives any rights to the proceeds from any such intellectual property except in accordance with the terms of the Henry Ford Health Intellectual Property Policy regarding the “Distribution of Proceeds.” Fellow agrees that such waivers are fully effective regardless of whether any such intellectual property is created by Fellow alone or by any other person or any combination of persons, including Fellow.
6.  Fellow agrees to execute any other documents to confirm or implement this Acknowledgement and Waiver, upon request of Henry Ford Health.
7. This Acknowledgement and Waiver is executed with the intent to be legally bound by it.

EXTERNAL CANDIDATE EMPLOYER INTELLECTUAL PROPERTY ACKNOWLEDGEMENT AND WAIVER

Henry Ford Innovation Institute Fellowship
Digital Health Entrepreneurship and Innovation Program

On behalf of ___________________________________________________________________________ (called “Company”), the employer of ___________________________________________________________ (called “Fellow”), who has been conditionally accepted to participate as a Fellow in a year-long fellowship program, created by Henry Ford Innovation Institute, a unit of Henry Ford Health (“Henry Ford Health”), with the support of the William Davidson Foundation, on the subject of digital health entrepreneurship and innovation (the “Program”), the goal of which is to address issues relating to the commercialization of biomedical-type inventions and to provide exposure to the process of developing an innovative digital concept from the point of early discovery to the clinic and market, the undersigned hereby indicates Company’s approval of Fellow’s participation in the Program, and hereby waives any rights of Company to the intellectual property brought to or developed by Fellow in the Program.

This Acknowledgement and Waiver is executed with the intent to be legally bound by it.

Henry Ford HealthS INTELLECTUAL PROPERTY POLICY
Henry Ford Health
BOARD OF TRUSTEES
EXECUTIVE COMMITTE

ITEM: Henry Ford Health Intellectual Property Policy

The Henry Ford Health Intellectual Property Policy updates the Patent Policy approved by the Henry Ford Hospital Board of Trustees in October 1978 and revised in November 1995. It was developed by an Ad Hoc Intellectual Property Committee with the assistance of Corporate Legal Affairs. It will be managed under the auspices of the Vice President & Chief Innovation Officer.

As used in this Policy, Henry Ford Health or Henry Ford Health means the Henry Ford Health and all affiliated entities and institutions.

ACTION: Resolution RESOLVED,

Henry Ford Health hereby adopts the following Intellectual Property Policy:

PURPOSE. This Intellectual Property Policy supports the Mission of Henry Ford Health through the promotion of its clinical care, research, and related business activities that leads to improved health, prevention of disease and the improved diagnosis and treatment of disease. This Intellectual Property Policy is specifically designed:

(1) to encourage the development of intellectual property by Creators of Henry Ford Health;

(2) to enable inventions or discoveries or innovations of Henry Ford Health to be utilized to benefit the public;

(3) to safeguard the Intellectual Property of Henry Ford Health so that it may receive appropriate protection in accordance with the law; and

(4) to provide for equitable distribution of ownership and royalty interests among Creators, Henry Ford Health and, when applicable, a sponsor or licensee.

This policy establishes guidelines for (1) determining the interests of Henry Ford Health, Creators, sponsors and licensees with regard to all types and forms of ideas, inventions, developments, discoveries, refinements, conceptions, innovations, know-how and improvements, including but not limited to computer software programs, computer logic and computer systems and databases including the goodwill associated therewith (collectively referred to in this Policy as “Intellectual Property”) arising out of the conduct of research activities at or associated with Henry Ford Health and/or created or produced by Creators as a result of scientific investigation; (2) the commercialization and protection of such Intellectual Property through patents copyrights and other means for technology transfer; and (3) the financial arrangements and royalty distribution methods with respect to the license, sale, marketing, and distribution of Intellectual Property .
In general, books and articles of a primarily professional or scholarly nature are not included within the purview of this Policy. All Intellectual Property, or other confidential or proprietary information created by Henry Ford Health employees within the scope of their employment or by third parties pursuant to consulting or other contractual arrangements shall be owned by Henry Ford Health but are not subject to the Distribution of Proceeds provision of this Policy; all revenue from such shall be retained by Henry Ford Health.

APPLICABILITY. This policy applies to all individuals who satisfy both of the following requirements:

(1) are full or part-time Henry Ford Health employees, trainees, students or volunteers, or have a contractual or appointment relationship with Henry Ford Health and/or its operating divisions, including all categories of the Medical Staffs of Henry Ford Health hospitals and medical centers; and

(2) receive financial support from Henry Ford Health or from private or governmental entities and sponsors, or use Henry Ford Health resources (including, but not limited to, the facilities, material, equipment, staff, intellectual property or time of Henry Ford Health) to develop Intellectual Property.

Individuals meeting the applicability requirements set forth above are referred to in this Policy as “Creators”.

All Creators must comply with this Policy and the procedures promulgated hereunder, as the same may be amended or revised from time to time, as a condition of their participating in their work and/or research at Henry Ford Health, and/or their respective use of Henry Ford Health resources

ENFORCEMENT AND ADMINISTRATION. The Chief Executive Officer of Henry Ford Health shall have authority for the administration of this Policy. The Chief Executive Officer shall delegate authority for procedural implementation of this Policy to an appropriate corporate administrative officer called the Vice President & Chief Innovation Officer. An Intellectual Property Committee (the “Committee”) shall be appointed and serve at the pleasure of the Chief Executive Officer. Membership on the Committee shall reflect the broad interests of Henry Ford Health. The Committee shall report to the Vice President & Chief Innovation Officer and will have such duties as described in the Procedures for Implementation of the Henry Ford Health Intellectual Property Policy.

OWNERSHIP OF INTELLECTUAL PROPERTY. Henry Ford Health holds exclusive proprietary interest in all Intellectual Property created by Creators, as well as all profits generated as a result of commercialization of such Intellectual Property, to the extent the Intellectual Property is developed, refined, made, conceived, discovered, improved, contributed to, derived, or enhanced as a result of an Individual’s contractual, employment, appointment or other relationship with Henry Ford Health or use of Henry Ford Health resources. Ownership of Intellectual Property that results from sponsored and/or collaborative research or other agreement between Henry Ford Health and a third party shall be subject to negotiation with the sponsor and/or other party and governed by the terms and conditions of the contracts and agreements with the sponsor or other third party.

DISTRIBUTION OF PROCEEDS. Net Proceeds derived by Henry Ford Health from the commercialization of Intellectual Property shall be shared with the Creator on the basis of a determination made by Henry Ford Health in its sole discretion. “Net Proceeds” is defined in the Procedures for Implementation of the Henry Ford Health Intellectual Property Policy.. Generally, Net Proceeds shall be distributed as follows: 50% distributed to the Creator, and the remaining 50% distributed to Henry Ford Health. In the event that there is more than one Creator from Henry Ford Health, then 50% of the Net Proceeds shall be distributed to the Creators in proportion to their respective contributions, and the remaining 50% retained by Henry Ford Health.

This Policy shall be effective upon approval by the Executive Committee of the Board of Trustees.

This Policy may be changed at any time at the discretion of the Board of Trustees or the Executive Committee thereof.