IP & OER Licensing Rider

Institutional IP Ownership, Work-for-Hire & OER Licensing Rider

• Effective Date: November 10, 2026
• Entity: Webcognita LLC (a Veteran-Owned Small Business) and Alan Pruitt (“Provider,” “we,” or “our”)
• Applicable To: All educational institutions, community colleges, universities, public workforce agencies, and government contracting bodies (“Customer” or “Institution”) entering into a Master Services Agreement, Statement of Work (SOW), Purchase Order, or grant sub-award with Webcognita LLC.

1. Pre-Existing Provider Intellectual Property (“Background IP”)

1. Definition of Provider IP: “Provider IP” means all proprietary software codebases, compilers, architectural frameworks, templates, pre-existing digital assets, courseware structures, documentation, know-how, and methodologies developed, acquired, or authored by Webcognita LLC or Alan Pruitt prior to or independently of the governing Statement of Work (SOW). Provider IP explicitly includes, without limitation:
   • Curriculum-as-Code (C-a-C) publishing, linting, and Zero-Drift synchronization pipelines;
   • The Clinical Framing Protocol (Pattern / Rule / Solve • Patrón / Regla / Solución) pedagogical architectures;
   • The 10-7-0 Mastery Grading Scale and Active Verification assessment telemetry frameworks;
   • POUR, WCAG 2.2 AA, and WCAG 3.0 Atomic Accessibility Linters and 9:1 High-Contrast remediation engines; and
   • Client-side edge simulator engines (exwtoolkit.com) and local air-gapped AI auditing workflows (Carbon 4 / Gemma 4).
2. Reservation of Rights: Provider retains sole and exclusive ownership of all right, title, and interest in and to Provider IP, including all applicable copyright, trademark, patent, and trade secret rights. Nothing in any governing contract, Purchase Order, or SOW shall be construed to transfer or assign ownership of Provider IP to the Customer.

2. Institutional Client Intellectual Property and Custom Deliverables

1. Client IP Ownership: Customer retains sole and exclusive ownership of all pre-existing institutional materials, logos, trademarks, syllabus templates, and proprietary institutional data supplied to Provider for the purpose of executing the consulting engagement or digital product build (“Customer IP”).
2. Custom Deliverables & Work-for-Hire: Unless otherwise specified in an explicit, signed Statement of Work, custom courseware, specific curriculum documentation, or bespoke digital assets explicitly commissioned and paid for by the Customer under a designated commercial fee structure shall be licensed or assigned to the Customer as agreed upon in writing. In the absence of an express written assignment, upon full payment of all applicable fees, Customer is granted a perpetual, non-exclusive, non-transferable, royalty-free license to use, adapt, and distribute such custom deliverables solely for the Customer’s internal educational and administrative operations.
3. Embedded Provider IP: To the extent that any custom deliverable incorporates or relies upon embedded components of Pre-Existing Provider IP (such as accessible HTML/CSS component templates, rubric structures, or client-side calculator embeds), Provider retains full ownership of such Provider IP and grants the Customer a perpetual, non-exclusive, royalty-free license to use those embedded components solely as integrated within the delivered courseware. Customer may not extract, resell, or sublicense embedded Provider IP as a standalone commercial product or service.

3. Open Educational Resources (OER) and Creative Commons Licensing

1. OER Designation: Where a Statement of Work, grant agreement, or public repository explicitly designates specific curriculum deliverables, toolkits, or educational modules as Open Educational Resources (OER), such materials shall be licensed under either the Creative Commons Attribution 4.0 International License (CC BY 4.0) or the Creative Commons Attribution-NonCommercial-ShareAlike 4.0 International License (CC BY-NC-SA 4.0), as explicitly marked on the deliverable or agreed upon in the governing Statement of Work.
2. Attribution Requirements: When distributing, remixing, or adapting OER deliverables authored by Webcognita LLC or Alan Pruitt, Customer and all downstream users must preserve all copyright and provenance notices and provide clear attribution to Alan Pruitt (alanpruitt.com) and Webcognita LLC as the original creators.
3. Strict Exclusion of Proprietary Code & Orchestration Engines: Open Educational Resources licenses apply strictly to designated curriculum text, instructional tables, and static educational media. Under no circumstances shall an OER license be interpreted to grant open-source ownership, source-code redistribution rights, or commercial licensing to the underlying proprietary software architectures, CI/CD compilers, automated grading engines, AI orchestration frameworks, or proprietary codebases owned by Webcognita LLC.
4. Federal Grant & Public Agency Open-Licensing Alignment (2 CFR § 200.315 • 29 CFR § 2900.13): For engagements funded in whole or in part by federal grants (including U.S. Department of Labor ETA and National Science Foundation awards), newly commissioned curriculum text funded directly by the award shall satisfy applicable federal open-licensing mandates, while all pre-existing Provider IP and independently developed software tools remain the exclusive property of Webcognita LLC pursuant to federal pre-existing intellectual property protections.

4. Warranty of Originality and Institutional Separation

1. Warranty of Originality: Provider warrants and represents that all deliverables provided under a governing Statement of Work are original works authored by Provider or that Provider has secured all necessary licenses, rights, and permissions to deliver such works without infringing the copyright, trademark, patent, trade secret, or privacy rights of any third party.
2. Institutional Separation Notice: Webcognita LLC (a Veteran-Owned Small Business) and Alan Pruitt operate independently of Arizona Western College and any other academic employer. All Provider IP and commercial consulting deliverables are developed independently on private hardware and infrastructure without the use of public institutional funds or facilities.

5. Order of Precedence and Contact Information

This Intellectual Property and OER Licensing Rider supplements the Webcognita LLC Terms of Service, Privacy Policy, and Data Processing Addendum (DPA).

• Provider: Webcognita LLC (Veteran-Owned Small Business)
• Principal: Alan Pruitt
• Canonical IP & OER Rider URL: https://alanpruitt.com/ip-oer/
• Contact Email: alan.pruitt@gmail.com