IP Policy for Employees and Consultants
GENERAL INTELLECTUAL PROPERTY POLICY
EMPLOYEES & CONSULTANTS
The Company is committed to a high level of legal and ethical standards in the conduct of our business. It is the policy of the Company to compete fairly in the marketplace. This commitment to fairness includes respecting the intellectual property rights of our suppliers, customers, business partners, competitors, and others, including original equipment manufacturers and other independent service organizations. No Company employee, independent contractor, or agent should steal or misuse the intellectual property rights owned or maintained by another.
The purpose of this Policy is to help maintain the Company's reputation as a fair competitor, ensure the integrity of the competitive marketplace in intellectual property, and comply with the laws regulating intellectual property and industrial espionage.
This Policy applies to all employees, independent contractors, agents, officers, and directors of the Company, its subsidiaries, business units, partnerships, and joint ventures where the Company has a majority ownership position or exercises management control.
4.The Company's Intellectual Property
The Company is committed to protecting its own intellectual property, such as information, processes, and technology, from infringement by others. The Company's informational tools are available at our disposal because of significant investments of time and Company funds. If our intellectual property is not properly protected, it becomes available to others who have not made similar investments. This would cause us to lose our competitive advantage and compromise our ability to provide unique services to our customers.
The Company's intellectual property includes confidential Company business information, trade secret technology (such as computer software and systems and knowhow related to them), patented inventions and processes, trademarks and service marks, trade dress, and copyrighted works. It is the responsibility of every Company employee to help protect Company intellectual property. It is the responsibility of Company managers and supervisors to foster and maintain awareness of the importance of protecting the Company's intellectual property.
5. Intellectual Property of Others
The Company also is committed to respecting the intellectual property of others. The rules with respect to intellectual property, including misappropriation of business information and trade secrets (e.g., computer systems, software, and related knowhow) and infringement of patents, trademarks and service marks, trade dress, and copyrights, are complex, so you should seek expert advice from the Company's attorneys to address specific issues that arise with respect to our business. In many instances the Company's attorneys can perform searches for pre-existing patents, trademarks or service marks, or copyrights and help you avoid infringing conduct. Company attorneys also can evaluate business information to help you avoid infringing conduct.
While collecting data on the Company's competitors, you are to use legal, ethical resources to prevent the tainting of Company operations with the improper introduction of the proprietary information of third parties. Substantial civil and criminal penalties may be levied against you and the Company for misappropriation of trade secrets that are avoidable through compliance with the Company's policies and consultation with the Company's attorneys.
It is not improper to accumulate information concerning competitors, and it is generally not unethical or illegal to make use of the information as part of our business. Indeed, the Company or any other business could hardly go on without being able to use information it has developed regarding its competitors in order to analyze the marketplace and make informed business decisions. But care must be taken by all Company employees, independent contractors, and agents to utilize only legitimate resources to collect information concerning competitors and to avoid those actions which are illegal, unethical, or which could cause embarrassment to the Company. When a situation is unclear, employees, independent contactors, and agents should consult with Company management. Company management may in its discretion wish to further consult with the Company's attorneys.
Company employees, independent contractors, and agents having confidential information from a former employer may be bound by a nondisclosure obligation to the former employer. The Company expects employees, independent contractors, and agents to fulfill this obligation. Company employees, independent contractors, and agents should refrain from giving their fellow employees, independent contractors, or agents or from using in the Company's business any confidential information belonging to any former employers. The Company does expect its employees, independent contractors, and agents to use all information, which is generally known and used by persons of their training and experience and all information, which is generally known in the industry.
6. Illustrative Examples
The following are examples of the types of activities that might constitute a violation of the laws protecting intellectual property or the Company's policies. If you encounter a similar situation, you are encouraged to contact Company management for assistance.
A. Copyright Infringement
• Installing computer software on more than one computer system without a proper license.
• Making or maintaining additional copies of computer software, including providing such copies to customers, without a proper license.
• Copying a third-party's documentation, technical manuals, or user manuals without permission.
• Downloading information from a subscription database without permission.
B. Trademark, Patent, or Trade Dress Infringement
• Adopting or using a slogan, name, or symbol for goods or services that is confusingly similar to a slogan, name, or symbol used by another.
• Making or using a process, product, or device that incorporates patented ideas or features belonging to another.
• Failing to act upon notice or information that the Company may be infringing a patent belonging to another.
• Using an overall look or design that is confusingly similar to the overall look or design of another's product or service, and causing confusion in the minds of consumers as to who is the source of the product or service.
C. Trade Secret Infringement
• Disclosing to others any information received in confidence from or protected from disclosure by a supplier, contractor, customer, or other third party.
• Stealing, soliciting, or using the trade-secret information of another without written permission from the owner of the information. DO NOT DIRECTLY OR INDIRECTLY SOLICIT, OBTAIN, OR USE TRADE-SECRET INFORMATION BELONGING TO OTHERS FROM JOB APPLICANTS, NEW OR EXISTING COMPANY EMPLOYEES, INDEPENDENT CONTRACTORS, OR AGENTS, ORIGINAL EQUIPMENT MANUFACTURERS, SUPPLIERS, VENDORS, CUSTOMERS, OR OTHER THIRD PARTIES. IF YOU BECOME AWARE THAT ANY COMPANY EMPLOYEE, INDEPENDENT CONTRACTOR, OR AGENT MAY BE USING OR DISCUSSING TRADE SECRETS OF HIS OR HER FORMER EMPLOYER OR ANOTHER THIRD PARTY IN HIS OR HER WORK FOR THE COMPANY, YOU MUST CONSULT WITH COMPANY MANAGEMENT IMMEDIATELY.
D. Company Trade Secrets
• Company officers, directors, employees, independent contractors, and agents should not disclose Company proprietary or confidential information to third parties with whom the Company is doing business, such as suppliers, licensees, or consultants, except as specifically needed for the third party to perform the services or task requested. Such third parties should be provided information only on a “need to know” basis to allow them to perform the specific services or task requested. All disclosure of Company proprietary or confidential information may be made only after a confidentiality agreement has been entered into with the third party.