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Intellectual property management policy

Definitions

For the purposes of this policy, the following expressions mean:

"Solution": A sustainable development project through which you, alone or with one or more collaborator(s), any collaborator being identified as such, have solved or are solving a sustainability issue in your community, which project is being presented by yourself as part of the for Tomorrow initiative presented by HYUNDAI MOTOR COMPANY in collaboration with the UNITED NATIONS DEVELOPMENT PROGRAMME as per the terms of their Framework Cooperation Agreement (FCA) and Pro-Bono Agreement (PBA).

"Intellectual Property (IP)": All Results (as defined below), technical data, inventions, drawings, patterns, methods, products, improvements, processes, and related works, whether or not eligible for legal protection, including all plans, specifications, prototypes, topographies, models, software (including the software’s architecture, look and feel, and source and object code), reports as well as trademarks and certification marks, Internet domain names, logos, symbols, trade dress, trade names, published or unpublished works, whether or not protected by copyright, patents, patent applications, or as trade secrets, designed, developed or put into practice, and which are not in the public domain.

"New Intellectual Property (NIP)": Any IP designed or developed by you (alone or with one or more collaborator(s), any collaborator being identified as such), in the context of the development and leading to the filing of a Solution by yourself with the for Tomorrow initiative.

"Pre-existing Intellectual Property (PIP)": Any IP belonging to yourself (alone or with one or more collaborator(s), any collaborator being identified as such), or a third party, designed, developed, created, acquired or controlled in any way before the development of the Solution filed with the for Tomorrow initiative, and used as part of such Solution.

"Results": In particular, all the data, materials, models, drawings, plans, discoveries and information resulting from your research and your work (and possibly that of one or more collaborator(s)) within the framework of the development having led to existence and the filing of a Solution by yourself with the for Tomorrow initiative.

“Solution Owner”: The person having presented a Solution within the for Tomorrow initiative, presented by HYUNDAI MOTOR COMPANY in collaboration with the UNITED NATIONS DEVELOPMENT PROGRAMME, by filing it with the for Tomorrow initiative, through the appropriate webpages and process.

This policy is to be interpreted under the laws applicable in the province of Quebec, including the laws of Canada which are applicable therein.

1. Object

The purpose of this policy is to set out the management principles established by for Tomorrow and the HYUNDAI MOTOR COMPANY for their own IP and that of the Solution Owners submitting a Solution within the for Tomorrow initiative. It also aims to promote exchanges and increase knowledge in the area of sustainable development.

2. Objectives and principles

  1. HYUNDAI MOTOR COMPANY and for Tomorrow wish to disseminate the ideas of the Solution Owners expressed within their Solutions, while allowing such Solution Owners to retain their intellectual property. This policy thus aims to set a framework for the use, disclosure, protection, promotion and marketing of the Solution, the NIP, the Results and, depending on the context, the PIP, with objectives of transparency, transfer of knowledge and communication, promotion, sharing and open access, while respecting the Solution Owners’ IP rights.
  2. for Tomorrow is an initiative offered by HYUNDAI MOTOR COMPANY in collaboration with the UNITED NATIONS DEVELOPMENT PROGRAMME. All IP relevant to the for Tomorrow website, project, content (except the Solutions, and the Contributions as they are defined in the Contributions Policy), name or names, and program is owned by the HYUNDAI MOTOR COMPANY as per the terms of the PBA. THE HYUNDAI MOTOR COMPANY is sponsoring the for Tomorrow.org website, project, content and program and to assume the expenses relevant to the for Tomorrow website, project, content and program.

3. Intellectual property

THE SOLUTION OWNER, WHEN FILING THE SOLUTION WITH THE FOR TOMORROW INITIATIVE, MUST DECLARE, AT THE RISK OF BEING DISQUALIFIED, THE INVOLVEMENT OF ANY COLLABORATOR(S) IN THE SOLUTION, THE PIP AND/OR THE NIP, IF SUCH IS THE CASE, UNLESS SUCH COLLABORATOR(S) HAVE WAIVED IN WRITING THE RIGHT TO BE NAMED AS COLLABORATOR(S).

3.1. Ownership and use of PIP

The PIP remains the property of the party to whom it belongs. The Solution Owner must have written permission explicitly granting all necessary licenses and rights to use the PIP for the purposes of developing and submitting a Solution, as well as for granting all of the rights mentioned in this Policy.

The Solution Owner grants the HYUNDAI MOTOR COMPANY, exclusively for non-commercial purposes related to the for Tomorrow initiative and to promote exchanges and the dissemination and increase of knowledge in the area of sustainable development, an unlimited, free, non-exclusive, personal, non-transferable and royalty-free license without time limit to use, review, copy, reproduce, translate, adapt, improve, distribute, present in public, and make summaries from the PIP. The HYUNDAI MOTOR COMPANY undertakes to mention at all times and grant credit for the PIP to the owner of the PIP, when the Solution is described in detail.

HYUNDAI MOTOR COMPANY may sublicense these rights to its subcontractors involved in the promotion of the for Tomorrow initiative and the results of the selection of Solutions, but HYUNDAI MOTOR COMPANY shall ensure that such rights are used by such subcontractors only within such context.

Any other use by the HYUNDAI MOTOR COMPANY or one of its subcontractors of the PIP of a Solution must be governed by the provisions of a specific and distinct license agreement or other contract negotiated in good faith between the Solution Owner or the owner of the PIP and the HYUNDAI MOTOR COMPANY.

3.2. Ownership and use of the NIP

Any NIP remains the property of the party to whom it belongs. In the case of joint NIP between the Solution Owner and any collaborator(s), such collaborator(s) must have negotiated and signed in good faith with the Solution Owner a management agreement for this joint NIP in proportion to their contribution; for Tomorrow and the HYUNDAI MOTOR COMPANY may request to see or obtain a copy of this agreement between the Solution Owner and the collaborator(s).

If the NIP is developed by a Solution Owner or a collaborator who is a minor of age in the jurisdiction where the Solution Owner or such collaborator reside, such minor’s parents must accept this policy and sign the agreement mentioned above, if such agreement is needed because of the involvement of one or many collaborator(s).

If the NIP is developed by an employee in the course of his or her work, may such employee be the Solution Owner or a collaborator, the Solution Owner hereby warrants that he or she has obtained the assignment or authorization of the employer in writing, allowing the Solution Owner to file the Solution within the for Tomorrow initiative and to grant the licenses provided for in this IP Policy and the Contract between the Solution Owner and the HYUNDAI MOTOR COMPANY in relation with the for Tomorrow initiative.

The Solution Owner (and collaborators if applicable) grant(s) the HYUNDAI MOTOR COMPANY a worldwide, free, non-exclusive, irrevocable license, for non-commercial purposes, without time limits and royalty-free, allowing the HYUNDAI MOTOR COMPANY to use, review, copy, reproduce, translate, adapt, improve, distribute, present in public, and make summaries of, exclusively for purposes related to the for Tomorrow initiative and to promote exchanges and the dissemination and increase of knowledge in the area of sustainable development, the NIP that the Solution Owner or a collaborator has developed, as part of the Solution. The HYUNDAI MOTOR COMPANY undertakes to mention at all times and grant credit for the NIP to the owner of the NIP, when the Solution is described.

The HYUNDAI MOTOR COMPANY may sublicense these rights to its subcontractors involved in the promotion of the for Tomorrow initiative and the results of the initiative, but HYUNDAI MOTOR COMPANY shall ensure that such rights are used by such subcontractors only within such context.

Any other use by the HYUNDAI MOTOR COMPANY or one of its subcontractors of the NIP of a Solution must be governed by the provisions of a specific and distinct license agreement or other contract negotiated in good faith between the Solution Owner and the HYUNDAI MOTOR COMPANY.

3.3. Statutory Protection, and Marketing

It is up to the Solution Owner (or up to the owner of the PIP, and up to collaborator(s), as the case may arise) to file for available statutory protection (such as copyright, trademark, patent or other registrations) to protect the IP within the Solution. The HYUNDAI MOTOR COMPANY, apart from any undertaking to this effect explicitly mentioned in this IP Policy or another online agreement between the Solution Owner and the HYUNDAI MOTOR COMPANY, is not responsible in any way for the protection of the IP present within the Solution.

It is up to the Solution Owner (or up to the owner of the PIP, and up to collaborator(s), as the case may arise) to negotiate and sign any marketing agreements to market the IP within the Solution. Any commercial exploitation of the Solution by a third party (or by the HYUNDAI MOTOR COMPANY) must be provided for in a distinct agreement negotiated in good faith, and which must not be contrary to, or remove any rights mentioned in, this IP Policy or the Contract between the Solution Owner and the HYUNDAI MOTOR COMPANY in relation with the for Tomorrow initiative.

4. Disclosure

Given the educational, training and research role of research institutions, universities and other similar institutions, and provided that adequate measures have been taken by such institutions to protect the PIP, the NIP, the Solution and the Results, a research institution may use a Solution or its results for teaching, research and publication purposes in the normal framework of the dissemination of knowledge, including the publication of essays, master's theses, doctoral theses or internship reports.

for Tomorrow thus recognizes the inalienable right of researchers, professors, students and trainees to disseminate and publish the results of their work, essays, theses, dissertations or internship reports, which must be accessible to the public under the rules of the universities involved and of which they assume full scientific responsibility in any form.

5. Liability and warranty

5.1 IP Protection

The Solution Owner declares and warrants that he or she has the right to grant the IP rights specified herein, as contemplated hereunder. The Solution Owner will indemnify the HYUNDAI MOTOR COMPANY and hold the HYUNDAI MOTOR COMPANY harmless against any damages awarded in a final judgement against the HYUNDAI MOTOR COMPANY, arising out of any claim, by a third party, that the HYUNDAI MOTOR COMPANY, by using the Solution as provided herein, is violating any copyright, patent, trademark or trade secret rights of such third party, in any country, provided that:

  1. The HYUNDAI MOTOR COMPANY notifies the Solution Owner promptly in writing of any notice of any such claim;
  2. The HYUNDAI MOTOR COMPANY cooperates with the Solution Owner in all reasonable respects in connection with the investigation and defence of any such claim;
  3. The HYUNDAI MOTOR COMPANY has not prejudiced the Solution Owner’s position in any way, by, without limiting the generality of the foregoing, its admissions and/or declarations; and
  4. The Solution Owner has and retains at all times sole control of the defence of any action on any such claim and all negotiations for its settlement or compromise (as long as the Solution Owner is diligent within such defence).

Should the Solution become, or in the Solution Owner's opinion be likely to become, the subject of a claim of copyright, patent or trademark infringement or trade secret misappropriation, the HYUNDAI MOTOR COMPANY will permit the Solution Owner, at the Solution Owner’s option and expense, either to:

  1. Procure for the HYUNDAI MOTOR COMPANY the right to continue using the licenses specified herein;
  2. Replace or modify the Solution so that it becomes non-infringing; or
  3. Remove the Solution from the for Tomorrow initiative, and terminate the abovementioned licenses.

5.2 No warranty as to functionality

Any PIP or NIP provided, developed or licensed, as part of any Solution presented in relation to the for Tomorrow initiative, will be delivered and accepted "as is" with any defects, without representation or warranty, as to durability, functionality or fitness for a particular purpose, including the warranties of quality, and against latent defects. Of course such durability, functionality or fitness will be evaluated within the for Tomorrow initiative, shall be important in choosing Solutions and awarding prizes, and may well be important to third parties who have not excluded the Solution Owner’s liability; however no liability shall be incurred by the Solution Owner towards the HYUNDAI MOTOR COMPANY in relation to durability, functionality or fitness for a particular purpose, including the warranties of quality, and against latent defects, unless the HYUNDAI MOTOR COMPANY has received a claim by a third party in relation to such warranties. In such an event, the Solution Owner will defend and hold harmless the HYUNDAI MOTOR COMPANY.

Within the limits authorized by law and with the exception of damages caused by fraud or gross negligence, this policy does not create any liability for the HYUNDAI MOTOR COMPANY in relation to any damage or loss, of any nature whatsoever by the Solution Owner or a collaborator, nor of legal or financial responsibility for the use, operation, application or interpretation by the HYUNDAI MOTOR COMPANY, as specified herein, of the PIP or the NIP made available to the HYUNDAI MOTOR COMPANY by a Solution Owner.

  • Within the limits authorized by law and with the exception of damages caused by fraud or gross negligence, this policy does not create any liability for the HYUNDAI MOTOR COMPANY in relation to any damage or loss, of any nature whatsoever by a visitor to the for Tomorrow website, nor any legal or financial responsibility for the use, the exploitation, the application or the interpretation that a visitor of the for Tomorrow website makes of the Information which he or she may find there.
  • The HYUNDAI MOTOR COMPANY cannot be held responsible for the consequences resulting from the use, review, copy, reproduction, translation, adaptation, improvement, distribution, presentation in public, and summarization, in any form, of a Solution, as long as this is made in compliance with the rules provided for in the various online contracts governing the for Tomorrow site.

October 1, 2020