WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by Provider in connection with the Services will be the exclusive property of Provider. Upon request, the Recipient will execute all documents necessary to confirm or perfect the exclusive ownership of the Provider to the Work Product...

Where is this from?

It's part of signing up for the MPW shuttle. The biggest concern here is mix of Caravel with participant IP which is different from the standard MPW engagement one would have with a foundry. https://efabless.com/mpw_legal_agreement

@Andreas Olofsson: Direct this question to @jeffdi or @mkk (which is what I'm doing).

I actually just sent the shuttle agreement to our lawyers and UCSC cannot sign this, so unless this gets changed, we cannot submit any OpenRAM designs. This is what our counsel said: "Regarding the Service Agreement, UCSC cannot accept the terms without a revision to Section 4. Specifically, Section 4 states that any Work Product "developed in whole or in part by Provider in connection with the Services will be the exclusive property of Provider " (emphasis added), which would require UC to assign ownership of UC intellectual property rights to Efabless in the case of jointly developed intellectual property (i.e., in violation of UC policy).  Accordingly, we need Efabless to delete the "or in part" text, as well as the next sentence ("Upon request, the Recipient will execute all documents necessary to confirm or perfect the exclusive ownership of the Provider to the Work Product.")."

Thanks for doing this! I was pretty sure our lawyers would have objected as well (...but couldn't afford to ask them:-))

We've actually got a friendly, good lawyer that is willing to work with people. Though, we can't get CMP to contact us back about one issue, so that is dead.

CMP?

European MOSIS

@mkk @jeffdi: This needs to be taken care of ASAP.

@Matthew Guthaus @Andreas Olofsson I will take a look. This is likely leveraged from a previous template.

@jeffdi Any update on this?

Hi @Matthew Guthaus. We are reviewing with our counsel. I expect we can address your concerns on this.

• Nice, looks like the agreement was updated! https://efabless.com/legal_agreements/type/open_mpw# (but looks like something was cut off in the following passage, not a big deal probably. "Company reserves all its rights in and to the full carrier chip ASIC design known as Caravel and all modifications and derivative works it creates thereof. Notwithstanding the generality of the foregoing you acknowledge that while the current version of Caravel is licensed for access and use under the terms of the Apache Software License version 2.0 (which includes certain rights to make modifications), efabless ."

@Andreas Olofsson yes - it was updated. I’ll recheck that clause and correct. I believe efabless should be removed at the end.