Licensing Procedure for Proprietary Software

Reporting (disclosure) of software to us

According to ETH Zurich exploitation guidelines software, not subject to an open source license recognized by the Open Source Initiative (open source software), that is provided to a third party or that will be exploited by ETH Zurich must be reported to us using the Software Disclosure Form.

To start the licensing process for software, please send us a completed and signed software disclosure form.

We will assess whether ETH Zurich can enter into an agreement with a third party through the information contained in software disclosure form. For this, it is of utmost importance that the information contained in the software disclosure form is complete and correct.

Important:

• Since software is often subject to frequent modifications, we recommend to complete the software disclosure form only in case either a licensee has been already found, or if the developer(s)/professor(s) of the software wants that we make an attempt to exploit the software.

Assessment on the rights to the software

The information contained in the software disclosure form allows us to establish whether ETH Zurich has the right to exploit the software or not and in particular, that no third party has any right in the software or in part of it which may restrict the use or expoitation by ETH Zurich of the software. The right by ETH Zurich to exploit the software depends mainly on:

• Who has developed the software.
• Third party code contained in the software or linked to the software.
• Contract(s) under which the software was developed or the developers were hired.
• Third party software (e.g. from a software vendor) used to develop the software.

Verification if an export license is required (if necessary) 

If the licensee is a foreign company or institution, we will verify together with the protected page Export Control Office of ETH Zurich whether the software may be exported outside the borders of Switzerland/Lichtenstein or transferred to an embargoed nations, entities or individuals, and whether or not an export authorization from the State Secretariat for Economic Affairs (SECO) is required.

For more information about Export Control on software, please see also here.

Drafting and negotiating a license for the software

The negotiation process will take some time and often in the initial phase requires the presence of the developer(s) or the professor(s) responsible for the software to establish the correct terms of the agreement that reflects the business, based on software, or the use of software by the third party.

Initially a "term sheet" is negotiated with the third party. The term sheet is a small document (1-3 pages) containing mainly the economic terms of the license. The validity of the term sheet is normally for 3-4 months. After the term sheet has been signed, and during the period of validity of the term sheet, the license agreement is drafted, negotiated and signed. For the majority of software licenses a standard template is used as document for the license agreement.

Uploading of software to the ETH Data Archive

Generally, the software is the object of the software license agreement and ETH Zurich needs a copy, centrally stored, of the source code and the related documentation of the software for legal purposes.

Latest prior to the signature or the final approval by the Vice President for Knowledge Transfer and Corporate Relations, the source code and related documentation must be uploaded to the ETH Data Archive. A detailed handout with screenshots provides a description in English of the necessary steps for the first account registration as well as for the software upload.

Please use the CLOSED Source Software procedure of the handout. In addition, we will communicate you a reference number necessary to upload the software.

If you are using the ETH Data Archive for the first time, you must register there. A user account will then be set up for you which is valid for the registration of software. The activation of your user account usually takes place within one working day.

Only authorized personnel of our group and selected personnel of the ETH library has the permission to access the uploaded software after the software has been uploaded.

Please contact us for advice if you have any doubts.

Signature of license agreement

Any license agreement must be signed by the Vice President for Knowledge Transfer and Corporate Relations. The responsible professor must acknowledge and sign the license agreement as well. Signature and approval from Vice President for Knowledge Transfer and Corporate Relations is obtained by us.

The Vice President for Knowledge Transfer and Corporate Relations signs the license agreement last. Before the Vice President for Knowledge Transfer and Corporate Relations sign the license agreement the software must have been uploaded to the ETH Data Archive and the license approved by us. After the verification and approval, the license agreement is sent by us to the Vice President for Knowledge Transfer and Corporate Relations for the signature.

Invoices and license fee distribution

After the license agreement has been signed, and for the duration of the license, we will invoice, collect and distribute the license fees agreed in the software license agreement. Please also note the information available under "What happens to licensing revenues?".