Intellectual Property Policy

Revised 09.29.2020

INTRODUCTION

VALHADEN LLC (Hereinafter referred to as “VHN”) has established this Intellectual Property Policy to promote a varied and rich work experience by ensuring that ideas can be freely exchanged, but with an understanding that work products can have value. By being employed by VHN and participating in the work process, all members of the VHN community agree to abide by this Intellectual Property Policy.

The intellectual property rights (hereinafter referred to as “IPR” or Technological Know-How) are competitive tools for VHN, creating value for its designers and patent holders, which provides the basis for future growth.

DEFINITIONS

Employee(s): individuals are employees when they are full-time or part-time at VHN in professional, technical, clerical, mechanical, and similar occupations. Employees also include workers hired into or related to our manufacturing industry occupations and all volunteer contractors, Interns, and assistants at VHN.

Upper Management: The individuals responsible for making the final decisions within VHN. Including but not limited to the director, deputy director, manager, CEO, CFO, COO, CLO, or any department head.

Intellectual Property Rights (IPR): All legally protectable intellectual property rights, including copyright, patent, trademark, service mark, and trade secrets.

IPR means all industrial and intellectual property rights under any applicable law from time to time in force, including, without limitation, patents and design protection (including the applications submitted for their granting), know-how, and trade secrets (including, without limitation, all the technical product and process information, including data, formulas, designs, software, documentation, specifications, manufacturing techniques, management data, plant layout, quality standards and any combination thereof), and, regardless of the market sector, the VHN trademarks and whatever may be subject to copyright or similar rights protection; which are owned by or available to the Parent Company or the companies it directly or indirectly controls (including the Parent Company when exercising management and coordination activities).

IPRs developed by any VHN Company are, by inter-company agreements, owned by the Parent Company (VHN) and may be used directly or under license by VHN to manufacture, sell and promote products and services.

IPRs are property rights in the thing (“in rem”), absolute and enforceable against any third party, including exclusive rights, which others may not use unless a license is granted. VHN builds, protects, safeguards, and enforces the IPRs relating, among other things, to its research, development, and marketing investments. All those working for and on behalf of VHN must protect and respect the intellectual property rights of VHN and third parties intellectual property.

Works: All works of authorship, artistic works, inventions, and other such work products to which Intellectual Property Rights may attach, include:

  • Works created by employees in the course of their employment, including presentation materials, works of art, or products conceived by employees in the course of their employment.

  • Works created by employees in the course and scope of their employment other than Artistic and/or Design work, including but not limited to evaluations of employee work, correspondence and memos, materials prepared in connection with work at VHN, materials created for use in regular VHN bulletins, brochures, and catalogs, and the like; and Works created by employees in the course and scope of their employment.

Trademark: Trademarks prevent others from using marks that are identical or confusingly similar to the mark covered by the right. They are built and maintained through their use, registrations, licenses, and protection, whether in judicial, extra-judicial, or administrative proceedings. This protection, judicial or otherwise, constitutes an essential aspect of the protection of a trademark and is necessary to prevent a loss of value, trademark dilution, misuse, or vulgarization and to assert the acquisition of a distinctive character through the secondary meaning and to establish goodwill and reputation. Licenses, both intra-company and outside the company, confirm or increase the value of the trademark provided that they are explicit and controlled. The use by the licensee shall ensure the benefit of the trademark owner. It should not be confusing or misleading as to the origin and quality of products or services offered under the mark to avoid the risk of revocation of the trademark right. The trademark value corresponds to its reputation and unique nature (i.e., its imputability to a sole owner). Without such uniqueness of ownership, the value of a well-known trademark would be lost. 

Know-How (Trade Secret): Know-how is an intellectual property right represented by all the information of a technical or commercial nature that is confidential and has value for the company. It is a necessary condition for the existence of know-how that it remains strictly confidential. Once that information becomes public knowledge, the right may become void. It is, therefore, necessary that third parties who receive know-how or even contribute to its creation as part of research agreements are consciously obliged to secrecy. The term “Know-how” and “trade secret” are interchangeable.

Patent: A patent describes a technical problem and its solution, which must be new and not obvious compared to what was previously known. The non-obviousness of the invention may reside in both the perception of the problem (possibly new) and the problem-solution relationship. The patent prevents others from reproducing the patented solution, as expressed by the claims that define the exclusivity scope. 

Different protections are acquired after the research and development of a new product offering, with claims expressed in terms of product, process, method, system (including plant layout), composition, etc. The solutions covered by the VHN patents are “business-driven,” meaning they are built based on the needs of the business and the related technical issues. In this regard, VHN has established an Invention Award aimed at rewarding our employee inventors for patents granted that have a proven competitive business advantage evaluated according to internal methods and procedures.

Design Patent: Protects a product's aesthetic, provided it is new and original (that is, it has an individual character). The protection of VHN products in terms of design is not an alternative but is complementary to their patent protection. Most products lend themselves to both patent and design protection.

Copyright: Copyright protects modes of expression that are original and creative. In the case of industrial design works, their ability to be protected is conditional on the presence of the additional requirement of artistic value. At VHN, a typical example of works protected by copyrights is the VHN Catalog and the photographic works included therein. Copyright also protects software and databases. As in the world of art, copyright does not protect the story but the way it is told, so the copyright on software does not protect the method for solving a technical problem (possibly patentable) but rather the complex set of computer instructions for implementing the same process.

Licenses: Licenses on IPRs allow third parties to carry out industrial or commercial activities that the existence of IPRs would otherwise prevent. In a licensing agreement, the licensee conducts the business, not the licensor. Typically, a license is paid through royalties or different mechanisms, depending on the situation. Cross-licensing allows mutual competitive advantages to be arranged between two parties.  They form a stable competitive asset which also gives value to the licensee. 

When IPRs correspond for the owner to a competitive advantage, granting a license in the same business reduces such competitive advantage and the company value unless other IPRs or economic returns offset this reduction.

Even a confidentiality agreement on know-how is a license that allows its use under conditions of secrecy and for specific limited and agreed-to purposes (usually to allow evaluations for possible subsequent agreements). The license excludes uses of the know-how in ways other than those permitted.

IPR contracts: IPR contracts control the establishment and use of the IPRs to benefit the company's interests and purposes. Typical contracts are licensing agreements (including confidentiality agreements) and joint research and development agreements with third parties (including research institutions, universities, or companies).

Computer Software: Computer software is anything executable in a computer, such as, for example, computer programs, source code, source code listings, design details, algorithms, processes, flow charts, formulae, and related material that would enable the software to be reproduced, recreated or recompiled, computer databases and documentation.

OWNERSHIP OF WORK

VHN owns all employee work created by employees during their employment at VHN. Except as otherwise specified in this policy, employees generally retain their rights in anything created while not employed by VHN.


Input and Comment: Recognizing that Invention and design are enhanced by the free exchange of ideas, mere advice, comment, or input will not be considered as resulting in any ownership rights. As a condition of participating in the VHN environment, employees agree that such advice, general ideas, and input may be freely used by VHN for any purpose at any time without accounting for any obligation to compensate as a result of such use.

Administrative and Other Works: VHN owns all Administrative and Other Works created by VHN employees. 

BRANDS AND LOGOS

  • Removal of Brands: VHN may remove brands from any photographs or other reproductions of branded works that VHN displays, reproduces, or exhibits in publications about VHN, on its website, or otherwise.

USE OF COPYRIGHTED MATERIALS

VHN employees often find it necessary to use copyrighted material for the internal development of market research reports or internal design development presentations. Frequently the best way to do that is to copy such material. The Copyright Act of 1976, 17 U. S. C. § 1 et seq. (effective January 1, 1978), provides for duplication of copyrighted materials of others where the copying is considered a “fair use” of the material.

To facilitate legitimate copying by VHN employees within the purview of the Copyright Act while carrying out work, research, and creative pursuits, VHN is publishing this copyright policy statement. This statement presents VHN 's criteria for copying copyrighted materials.

1. Policy Statement and Regulatory Compliance

  • It is the policy of VHN that all members of the VHN community must comply with the United States Copyright Law.

  • Copyrighted materials may be copied freely by the owner of the copyright on the materials.

2. Fair Use Standards

  • Employees are permitted to use and duplicate copyrighted materials of other parties for internal research use, provided such activities are within the fair use standard, 17 U. S. C. § 107, and are not publicly made available. The fair use standard requires consideration and balancing by VHN employees of the following factors to determine if duplication or use by a third party constitutes fair use:

  • 1 . The purpose and character of the use

    including whether the use is commercial or for non-profit research purposes. Non-profit purposes, such as duplication for research purposes rather than commercial purposes, often support a finding of fair use.

  • 2. Nature of the copyrighted work

Is the work published or unpublished, fact or fiction? By their nature, published factual works, such as form books, dictionaries, or other factual works, more readily support a finding of fair use than unpublished or non-factual, fictional, creative works.

  • 3. Amount and substantiality of the portion used in relation to the copyrighted work as a whole

If the portion of the work copied or used in relation to the entire work is quantitatively and qualitatively insignificant, that supports a finding of fair use. No specific number of words or percentage copied of the work is set as permissible. Copying of a minor portion of a work may be found to be other than a fair use if the amount constitutes the essence or critical part of the copied or used work.

  • 4. The effect of the use upon the potential market value of the copyrighted work

This factor is considered the essential element under the fair use analysis. Duplication or use of a copyrighted work that is not detrimental to and does not diminish the potential market for the work will support a finding of fair use.

  • 5. Copyright holder explicitly releases the published materials from strict observance of the law

Exemptions must be stated within the published materials. In such cases, it is permissible to copy the materials without permission or compensation, up to and including the limits set by the publishers, even when they exceed fair use requirements. 

  • 6. The employee has obtained the right to use the materials in writing from the copyright holder who has explicitly released them for stated publication or research purposes

Notwithstanding the limitations of the law, publishers generally have established copyright clearance offices and standard practices to allow for uses in excess of legal limitations. Frequently, publishers will not ask for payment; all that is required is a written request for permission to use materials for research purposes.

1. a). Duplication of materials for profit.

b). Duplication of material from published textbooks. 

c). Duplication of unpublished materials. 

d). Duplication of computer software for multiple uses. 

e). Duplication of the same materials for office use year after year.

2. The following duplication activity generally will not per se constitute fair use and should not be engaged in by VHN employees or interns without permission from the copyright owner.

VHN employees desiring to use copyrighted materials are responsible for ensuring compliance with applicable copyright law, including making an initial good faith determination as to whether or not the desired use falls within the fair use exemption. In the event of genuine doubt regarding the application of copyright law, VHN employees should consult with management regarding such matters. VHN does not assume legal responsibility for any independent application of copyright principles made by VHN employees which are not in good faith or do not otherwise comply with this policy. Permissions must be obtained in all instances where VHN employees determine in good faith that the desired use exceeds fair use or other applicable limitations on the rights of copyright owners.

  • If any VHN employee has reason to believe that the copyright owner will contend that the proposed use exceeds fair use, then, before such use or promptly upon learning of the owner's contention, the VHN employee will notify their direct supervisor or any member of upper management. Employees will likewise notify upper management if they have any reason to believe that there exists any dispute relating to the use or proposed use of copyrighted material, and upper management. Upper management will promptly consider all disputed matters relating to using copyrighted materials by VHN employees and make any determinations required within a reasonable time.

  • If any VHN employee has reason to believe that the copyright owner will contend that the proposed use exceeds fair use, then, before such use or promptly upon learning of the owner's contention, the VHN employee will notify Upper management. Employees will likewise notify upper management if they have any reason to believe any dispute relating to the use or proposed use of copyrighted material exists. Upper management will promptly consider all disputed matters relating to using copyrighted materials by VHN employees and make any determinations required within a reasonable time.

  • Employees must act responsibly and ethically by applying fair use principles to completing their activities and projects. VHN does not assume legal responsibility for violations of applicable copyright law with people who are not employees of VHN. Employees of VHN acting in their capacity as employees are subject to all provisions of this Policy relating to intellectual property.

DERIVATIVE WORKS


Derivative work is work based upon one or more pre-existing works. Examples include a translation, musical arrangement, dramatization, fictionalization, motion picture version, sound recording, art reproduction, abridgment, condensation, or any other form in which a work may be recast, transformed, or adapted. A work consisting of editorial revisions, annotations, elaborations, or other modifications which, as a whole, represent an original work of authorship is a “derivative work.”

Employees acknowledge that work done while employed by VHN can be the basis for derivative works now and in the future. To that end, employees grant VHN and future VHN employees the right to prepare or create new versions of any work created while at VHN for commercial or non-commercial purposes.

PRINCIPLES


Trademarks

Before the adoption of a new trademark (being it lettering, a logo, a design, or color), the VHN IP - Trademarks function must be contacted so that they can check protection possibilities and compliance with the law on the marks that could constitute a valid trademark and perform a clearance aimed at verifying the absence of any pre-existing rights of third parties. In addition, any new trademarks should be checked to be certain they don’t contain or invoke any negative values (in terms of religious, sexual, racial, or cultural meanings, etc.) in the countries in which they are meant to be used.

It is not permitted to adopt new trademarks that have not been previously verified and approved by the VHN IP - Trademarks function is not allowed, even if it appears to be required only for local use. It is preferred that only globally usable trademarks are adopted.

All business functions are called upon to report any misuse of corporate trademarks to the IP  Trademarks function. Those functions are not permitted to grant authorizations or licenses for the use of company trademarks that have not been approved and contractually regulated by the relevant functions. Use of the trademark must be aligned with the prestige and values expressed by the trademark itself, including in terms of quality, whether regarding promotional and advertising activities or for the products and services offered.

Patents

Inventors must report any potential new invention or innovation by preparing the appropriate Record of Invention. Upper management’s task is to evaluate the patentability of the invention. The lack of novelty is an insurmountable constraint to patenting. Typically, patents require the absolute novelty of the inventions they aim to protect. It is, therefore, necessary that the products, processes, methods, or other elements which make use of probable inventions are kept secret before they have been patented. It is not desirable for the inventions covered by the patent application to become known to third parties before their publication which, by law, takes place 18 months after filing.

Design

Considering the different regulatory provisions in countries where VHN operates, it is appropriate to file design applications when the design is still secret. Before any exhibition or public disclosure, it is necessary for the Patent and Know-How function to be filed and received.

Know-How

Within the company, VHN’s know-how (both technical and commercial) is made available to its employees on a need-to-know basis. Employees cannot use know-how, even within the company, for any purpose except that of their own specific purpose. Outside the company, the know-how cannot be made available to third parties except after prior written approval by upper management. It is, therefore, necessary that third parties who receive know-how or even contribute to its creation as part of research agreements are consciously obliged to secrecy through the signing of a confidentiality agreement.

Know-how within the company must be separated, secured, labeled, and protected to ensure that those who have access to it know its secret nature and value. Employees must be made aware of the confidential nature of the information made available to them on each and every disclosure as a result of their presence or activity in the company.

The offices, laboratories, and manufacturing plants are protected against intrusion or random or unchecked access. No one will have access without signing an NDA (Non-disclosure Agreement). Photography is strictly prohibited within VHN facilities unless you have written authorization from upper management. It is recommended that personnel do not accept alleged inventions, patent proposals, or any other technical information not in the public domain from third parties and if such information is offered or obtained, to inform upper management.

Licenses

Exclusive licenses to third parties are to be avoided since they impact both the competitive advantage and the value of the assets of VHN. Intracompany licenses are granted, by the Parent Company, in writing and approved by the appropriate authorities if local laws require. They usually terminate as a result of exit from the company (except for the formalization of new licenses on a case-by-case basis). Differentiation in the trademark, for example, in terms of color, may be necessary in case of possible confusion between the licensed business and our company.

The licensing of the VHN trademark is granted only in association with know-how licensing that, in combination with appropriate production investment by the licensee, would enable the achievement of quality targets at levels considered adequate by the licensor. The licensor must monitor the quality of the products and processes of the licensee and ensure that the know-how and the trademark are used correctly and within the scope and limits of the license.

The use of VHN Trademarks by dealers, distributors, or partners, including sponsorship relationships, must be regulated in writing by, or under the control of, upper management. The above applies to the licenses and authorizations granted and received. In no case may sub-license rights be granted to third parties except for sub-licenses to subsidiaries of the licensee as long as they remain a subsidiary. Clauses regarding “assignment” and “change of control” are necessary for a license.

No VHN trademarks, or parts thereof, alone or in combination with other signs or trademarks, may be registered by third parties or others in their name or used outside the provisions of license agreements that ensure the preservation of property rights to the licensor. Under no circumstances the trademark VHN (letters and logo) be used in the corporate name of licensee companies not controlled by VHN. The use of the VHN trademark by such entities should avoid any possible confusion between the VHN corporate name and logo and should not suggest that VHN conducts the business of the licensee.

Third-party rights

VHN respects the intellectual property rights of third parties with the same diligence and seriousness with which it protects and enforces its own. Any potential violation of the rights of third parties must be brought to upper management's attention, who will be responsible for the analysis depending on whether they are patents, trademarks, know-how, licenses, or contracts. These analyses require the use of professionally prepared resources, both internal and external, who can identify the potential risks and ways to avoid or overcome them. Particular attention must be paid to avoid introducing technical or business knowledge into the company that could be covered by third-party rights. Such unwanted introduction could compromise the integrity of VHN’s proprietary rights and its freedom to conduct business competitively. In particular, the purchase of consultancy services or hiring of employees must be subject to verification that they do not bring into the company confidential technical or business information owned by third parties. 

Miscellaneous

  1. For the use of the images of people as part of photographs or video marketing material, it is necessary to gain authorization from the people in the pictures or videos.

  2. Using any software/programs that are not among those provided by VHN is not permitted; if it is necessary to download and install different software or programs, prior authorization must be received from senior management. 

  3. It’s not allowed to download, install and send to another user any programs and files that either explicitly or due to their nature could be covered by copyright or not by a user license.

USE OF VALHADEN NAME

VHN and its logos are trademarks of VHN. No person or entity may use VHN's names, logos, or any variations thereof, without the prior written consent of VHN. VHN prohibits using its name in any of its forms and VHN’s logos for promotional purposes or in any way that deliberately or inadvertently claims, suggests, or in VHN's sole judgment, gives the appearance or impression of a relationship with or endorsement by VHN.  VHN owns logos and trademarks of numerous brands; the above VHN name policy covers these brands. 

CITATION POLICY

If you are authorized to use VHN materials publicly, you must give proper attribution to the original VHN author(s). Please utilize the following citation: [Name], [Job Title]. (VHN, Pasadena, California), [URL] (Accessed [Date]). License: Creative Commons BY-NC-SA

Example:

Jane Doe, Advanced Graphics. (Valhaden, Pasadena, California), http://www.valhaden.com/catalog/ (Last Accessed February 24, 2010). License: Creative Commons BY-NC-SA

ROLES AND RESPONSIBILITIES

At VHN, as Chief Legal Officer (CLO), duties and functions are organized (Trademarks, Patents, Trade Secrets, Know-How, Licensing, Legal IPR) that are devoted to activities focused on building, protecting, preserving, and managing the IPRs of VHN. The same functions combine to govern certain business activities so that the use of these assets follows methods that do not affect or compromise their integrity. The exact responsibilities and procedures are used for verification purposes to prevent the use by VHN of third-party rights without a license. 


In conjunction with other business functions, it is the responsibility of upper management to ensure this policy's compliance and enforcement.

The upper management of VHN, supported by the continuous guidance of our legal counsel, plays a strategic role in the full implementation of this Policy, ensuring the involvement of all employees and those who collaborate with VHN, as well as its business partners and the consistency of their behavior with the values contained therein. 

CONCLUSION

VHN's upper management will administer this policy and establish reasonable procedures to be adopted by VHN to ensure compliance with this policy, including a process for promptly considering any questions, objections, complaints, or other challenges arising from or relating to this policy. 

This policy is complete and effective as of the publication date set out above and may be amended from time to time by VHN in consultation with VHN employees. This policy and all amendments will be published and made available by VHN's upper management. Amendments will be effective as of their date of publication.