- in the Terms of Reference for international cooperation in advanced
manufacturing agreed upon by the PARTICIPANTS (term as defined hereunder), the
IIPRC has been given the mandate to develop guidelines for the creation,
protection and equitable dissemination of intellectual property created from
such cooperation - therefore guidelines have to be established which must be
followed by the PARTNERS and GROUPS (terms as defined hereunder) in their
cooperation agreements for R&D test cases within the feasibility study for
- such guidelines must be based on those Terms of Reference, and therefore
must support that contributions to and benefits from such cooperation are
equitable and balanced.
- the following Guidelines are recommended to the ISC by the IIPRC in view
of the R&D Test Cases to be carried out within the framework of the
feasibility study on international cooperation in advanced manufacturing,
subject to adaptation and elaboration in the light of the experience gained
therein, with a view to establish guidelines for information sharing and
intellectual property rights for future international cooperation in advanced
- 1 PARTICIPANT: Any six participants: Australia, Canada, the EC, the group
of participating EFTA countries, Japan, and the USA, who have agreed to conduct
a feasibility study on international cooperation in advanced manufacturing.
- 2 PROJECT: Any of the test cases, carried out by a CONSORTIUM, and agreed
between the PARTICIPANTS in the feasibility study on international cooperation
in advanced manufacturing.
- 3 GROUP: The set of all PARTNERS in a given PROJECT from the geographic
area of one of the PARTICIPANTS, with a coordinating PARTNER responsible for
communication and negotiation with other GROUPS belonging to the same
- 4 CONSORTIUM: Three or more GROUPS who have agreed to carry out jointly a
- 5 AFFILIATE: Any legal entity directly or indirectly owned or controlled
by, or owning or controlling, or under the same ownership or control as, any
PARTNER. Common ownership or control through government does not in itself
create AFFILIATE status.
- Ownership or control shall exist through the direct or indirect ownership
of more than 50% of the nominal value of the issued equity share capital, or
ownership of more than 50% of the shares entitling the holders to vote for the
election of directors or persons performing similar functions, or right by any
other means to elect or appoint directors, or persons performing similar
functions, who have a majority vote, or ownership of 50% of the shares, and the
right to control management or operation of the company through contractual
- PARTNERS will promptly notify each other of those AFFILIATES which will be
involved in the PROJECT, initially and at any changes during the life of the
- 6 PARTNER: Any legal person and any natural person, participating as a
contracting party to the cooperative agreement for the PROJECT, including its
- 7 FOREGROUND INFORMATION: All information first created or accumulated in
concrete form in the course of work in a PROJECT.
- 8 FOREGROUND RIGHTS: All intellectual property rights, including but not
limited to patents, copyrights and applications therefor directly resulting
from a PROJECT.
- 9 BACKGROUND INFORMATION: Information owned or controlled by a PARTNER
which is necessary or directly useful for the work in a PROJECT and which is
not FOREGROUND INFORMATION.
- 10 BACKGROUND RIGHTS: Patents for inventions and design and utility
models, and applications therefor, as soon as made public, owned or controlled
by a PARTNER, a licence for which is necessary for the work in a PROJECT or for
the exploitation of FOREGROUND, and which are not FOREGROUND RIGHTS.
- 11 R&D RIGHTS: The rights to use FOREGROUND INFORMATION and to be
licensed under FOREGROUND RIGHTS for R&D purposes without the right to
disclose these to third parties or to grant sub licences.
- 12 COMMERCIAL RIGHTS: The rights to use FOREGROUND INFORMATION and to be
licensed under FOREGROUND RIGHTS for commercial exploitation (including
manufacturing, having manufactured and selling), without the right to disclose
FOREGROUND to third parties or to grant sub licences other than, in the normal
course of business, the disclosure of FOREGROUND INFORMATION in confidence
solely for the purpose of having manufactured, or the sub licensing of any
software forming part thereof in object code or the rightful sale of products
that inherently disclose UNDISCLOSED INFORMATION.
- 13 UNDISCLOSED INFORMATION: BACKGROUND INFORMATION or FOREGROUND
INFORMATION not made generally available and which is only made available
subject to written confidentiality agreements.
- 14 SUMMARY INFORMATION: A description of the objectives, status and
results of a PROJECT which does not disclose UNDISCLOSED INFORMATION.
- 1 FOREGROUND shall be owned solely by the PARTNER or jointly by the
PARTNER creating it.
- 2 The PARTNERS shall agree in the cooperation agreement the details of
joint ownership of FOREGROUND, and of the rights resulting therefrom.
- 3 The ownership of BACKGROUND is not affected by the PROJECT.
- 4 PARTNERS shall ensure that ownership of FOREGROUND will be in compliance
with these guidelines in situations where the PROJECT is organised with
government participation or loans or grants.
- 5 The CONSORTIUM will address in its cooperation agreement the transfer of
a PARTNER's FOREGROUND, particularly in the event of transfer of ownership and
control of a PARTNER or assignment of FOREGROUND.
- 1 SUMMARY INFORMATION shall be available to all PARTNERS in the other
PROJECTS, and to the committees formed under the feasibility study on
international cooperation in advanced manufacturing.
- 2 The CONSORTIUM will make available at the end of the PROJECT a public
report summarising the results achieved in the PROJECT. This report will not
disclose UNDISCLOSED INFORMATION.
- 3 Unless otherwise agreed, publications of results of any PROJECT shall be
made with the consent of all PARTNERS involved in that PROJECT.
- 1 Each PARTNER in a PROJECT shall have royalty free R&D RIGHTS in the
FOREGROUND from that PROJECT.
- 2 BACKGROUND INFORMATION shall be supplied and licences to BACKGROUND
RIGHTS shall be granted within a CONSORTIUM for R&D purposes for the
PROJECT, to the extent and on conditions agreed between the PARTNERS for the
- 1 Each PARTNER in a PROJECT shall have royalty free, or financially
equivalent, COMMERCIAL RIGHTS in the FOREGROUND of the other PARTNERS.
- 2 Notwithstanding the provisions of article IV.2, PARTNERS in a PROJECT
shall grant at normal commercial conditions a licence under BACKGROUND RIGHTS
to the other PARTNERS in the PROJECT if such Licence is reasonably needed for
the commercial exploitation of FOREGROUND.
- 1 Subject to articles IV.1 and V.1 of these Guidelines, a PARTNER, being
the sole owner of FOREGROUND, may grant licences of FOREGROUND to third parties.
- 2 Subject to articles IV.1 and V.1 of these Guidelines, a PARTNER being a
joint owner of FOREGROUND, may grant licences of FOREGROUND, to third parties,
in accordance with the agreements between the joint owners as per preceding
- 3 In the case of PARTNERS in other PROJECTS which are granted licences
under articles VI.1 and VI.2 above, favourable conditions may be
- 1 PARTNERS which own FOREGROUND INFORMATION shall take adequate steps to
seek legal protection thereof by means of intellectual property rights and upon
making an invention shall notify other PARTNERS in the PROJECT in a timely
manner of the protection sought and provide a summary description of the
- In the event and to the extent that a PARTNER or PARTNERS which own
FOREGROUND INFORMATION do not intend to seek such protection, they shall
promptly notify all other PARTNERS in the PROJECT, and upon request and on
mutually agreed conditions, disclose the invention and reasonably cooperate in
such protection being undertaken by another PARTNER in the same PROJECT.
- 2 Any PARTNER who has received UNDISCLOSED INFORMATION shall take all
reasonable measures to ensure that UNDISCLOSED INFORMATION is only used or
disclosed as far as permitted under the conditions under which it was supplied.
The receiving PARTNER shall take all reasonable steps to ensure that any
personnel permitted to receive such information are informed of the
confidentiality undertakings and held to abide by them. Using the same measures
to protect UNDISCLOSED INFORMATION as a PARTNER uses to protect its information
of like importance shall be deemed reasonable.
- The obligation of confidentiality shall cease if the receiving PARTNER can
show that the information: was at the time of receipt published or otherwise
generally available; has after receipt by the receiving PARTNER been published
or become generally available otherwise than through any act or omission on the
part of the receiving PARTNER; was already in the possession of the receiving
PARTNER at the time of receipt without any restrictions on disclosure; was
rightfully acquired by the receiving PARTNER from others without any
undertakings of confidentiality imposed on it by the disclosing party, or was
developed independently by the receiving PARTNER.
- 1 Any disputes which may arise in connection with the interpretation
and/or application of these guidelines and which cannot be solved in an
amicable way shall in first instance be submitted to the International Steering
Committee (ISC) for non-binding mediation.
- 2 A CONSORTIUM shall agree in its cooperation agreement how disputes will
- 3 A CONSORTIUM shall agree in its cooperation agreement by which law the
agreement will be governed.
- 1 PARTNERS shall enter into one or more written agreements that govern
their participation in a PROJECT consistent with these Guidelines