1.1

These guidelines are applicable to the intellectual property arising from the collaborative research programmes evaluated, approved and financed by IFCPAR and jointly carried out by the partners.

1.2

These guidelines define the modalities of protecting and exploiting the intellectual property and allocating the rights, interests and royalties among the partners and IFCPAR.

1.3

Before starting the programme, the partners shall jointly prepare an Intellectual Property Management Plan and submit it to IFCPAR for information and concurrence. I f needed, the Intellectual Property Management Plan can be jointly modified and/or completed later, in a timely fashion.

2.1

The term "IFCPAR" hereinafter referred to in these guidelines means the Indo-French Centre for the Promotion of Advanced Research, also known as Centre Franco-Indien pour la Promotion de la Recherche Avancée- CEFIPRA -, jointly established and financed by the Government of India and the Government of France, registered as a society under the Indian Societies Registration Act, 1860, having its registered office at Zone V, Ground Floor, India Habitat Centre, Lodhi Road, New Delhi 110 003, India.

2.2

The term "programme" hereinafter referred to in these guidelines means the collaborative research projects evaluated, approved and financed by IFCPAR.

2.3

The term "the partners" hereinafter referred to in these guidelines means the institutions of the French and Indian collaborators carrying out a "programme".

2.4

The term "Intellectual Property" hereinafter referred to in these guidelines includes, inter-alia, patents, trademarks, industrial designs, software programmes, and copyrights in accordance with the domestic laws of the respective countries.

2.5

The term "Background Information" means technical information and knowhow owned or controlled by the partners before the start of the programme, in the same or related fields as the subject matter of the programme and necessary for the execution of the programme.

2.6

The term "Background Intellectual Property" means the intellectual property owned or controlled by the partners before the start of the programme for the execution of the programme., in the same or related fields as the subject matter of the programme and necessary

2.7

The term "Results" means all kinds of information and intellectual property generated by the partners in the execution of the programme.

3.1

The partners shall ensure, wherever applicable, adequate and effective protection of intellectual property resulting from the programme.

3.2

The partners shall prepare a joint Intellectual Property Management Plan, covering among other things, matters related to intellectual property such as intellectual property likely to be generated, the modalities of protecting the intellectual property and the background intellectual property/background information. The plan can be jointly modified and/or completed, if necessary, by the partners during the course of implementation of the programme. A copy of the initial plan and the modified/completed plan, if any, should be submitted to IFCPAR for information and concurrence.

3.3

The partners shall notify each other and IFCPAR immediately of any result which can be protected and take appropriate action for such protection.

3.4

Each partner shall be free to determine the sharing of the rights, interests and royalties as well as the liabilities between itself and its employees as per the legislation and practices applicable to the said partner.

4.1

The rights of intellectual property arising from the programme shall be, in principle, the joint property of the partners. In respect of each result, which is to be protected, the partners shall decide the modalities of protecting the rights.

4.2

In respect of each result which is to be protected, the partners shall prepare, in mutual consultation, the necessary documents for securing the protection.

4.3

Without prejudice to the laws of the country of each partner, the application for securing the rights of the intellectual property is to be made in the names of the partners, under prior intimation to IFCPAR.

The first application for securing the rights of the Intellectual Property, particularly for patents, should preferably be made under the procedure of the Patent Cooperation Treaty (PCT), to get the benefit of the priod described therein, during which the priority is protected in the member countries of the PCT.

In case the partners decide not to file the application in India and/or France, the reasons therefor shall be intimated to IFCPAR.

4.4

Within one month from the date of filing of the application, the partners shall forward to one another and to IFCPAR copies of the application and all the documents appended thereto. The details of such application and the grant and maintenance of the rights shall also be intimated to one another and to IFCPAR as and when they become available.

4.5

The partners shall forward to IFCPAR details of applications, if any, relating to the same or substantially the same subject matter of the programme, filed after the completion of the programme.

4.6

In all such applications, the persons who have directly contributed intellectual inputs, shall be mentioned as inventors by the partners.

5.1

The partners shall take all necessary steps for the commercial exploitation of the rights obtained, to the fullest possible extent that is reasonably practicable, without undue delay. They shall jointly determine the modalities of commercialisation of the intellectual property protected in the concerned countries. The partners may entrust the commercialisation to one of them, carry it out jointly, entrust it to a third party or seek the assistance of IFCPAR.

5.2

If any partner(s) has/have the capacity to commercially exploit the rights of intellectual property by itself/themselves, such partner(s) will have the right of preemption. The period of such exploitation will be decided mutually by the partners with the concurrence of IFCPAR.

5.3

Within one month of taking the decision enumerated in Clause 5.2, the partners shall inform IFCPAR and forward copies of the relevant documents, if any.

The expenditure connected with securing and maintaining the rights of intellectual property shall be borne by the partners.

6.2

At the joint request of the partners, IFCPAR may consider providing assistance including finances for securing and maintaining the rights of intellectual property.

6.3

In the event the partners decide to seek assistance for securing and maintaining the rights of intellectual property from a source other than themselves and IFCPAR, they may do so with the prior concurrece of IFCPAR.

7.1

The partners shall maintain detailed accounts in respect of the expenditure incurred in securing and maintaining the rights of intellectual property, and the revenue earned therefrom separately in respect of each application filed by them.

7.2

Annual statements of accounts duly authenticated shall be exchanged by the partners between them and sent to IFCPAR before the end of the subsequent financial year. IFCPAR may, when i t considers necessary, call for more detailed information which shall be provided by the partners without undue delay.

8.1

In the event of the commercial exploitation of the rights of intellectual property by one or more of the partners, the said partner(s) shall share the net revenue earned by it (them) with IFCPAR. The payment of the share to IFCPAR will be as negotiated between IFCPAR and the concerned partner(s), before starting the project. The share to be paid to the other partner(s), if any, shall be decided by consultation among the partners and shall be explicitly mentioned in the Intellectual Property Management Plan referred to in Clause 3.2.

8.2

The net revenue earned through the commercial exploitation of the rights of intellectual property by any entity other than the partners shall be shared by the partners and IFCPAR in the proportion of 75% for the partners and 25% for IFCPAR. The method of sharing of the 75% among the partners shall be explicitly mentioned in the Intellectual Property Management Plan referred to in Clause 3.2.

8.3

In cases where IFCPAR provides the necessary assistance including finances for securing and maintaining the rights of the intellectual property, the expenditure incurred therefor by IFCPAR shall be reimbursed before the sharing of the revenue.

8.4

Within six months from the end of each financial year, the partners shall send a declaration of any shareable revenue to IFCPAR.

8.5

Along with the declaration mentioned in Clause 8.4, the partners concerned shall remit to IFCPAR and to the other partner(s), their respective shares.

9.1

If any of the partners renounces to obtain protection for the rights of intellectual property or to ensure its maintenance, or declines to participate in the expenditure connected therewith, the said partner(s) shall immediately notify IFCPAR and the other partner(s). The other partner(s) may proceed to obtain such protection in its/their sole name(s) and/or to ensure its maintenance. The expenditure connected therewith shall be exclusively borne by the said other partner(s). The renouncing partner(s) shall extend all assistance to the other partner(s) for completing the above said actions.

9.2

Subject to the provisions contained in Clause 9.3 and under the circumstances enumerated in Clause 9.1, the partner(s), which proceed(s) to obtain the protection and/or to ensure its maintenance, shall be entitled to the revenue accrued by the commercialisation, after setting aside the share of IFCPAR as enumerated in Clause 8.2.

9.3

The partners shall decide on a list of the countries where they intend seeking protection of the rights of intellectual property. This list shall be incorporated in the Intellectual Property Management Plan as mentioned in Clause 3.2. The partners shall simultaneously enter into an agreement that if one partner does not desire to seek protection in countries other than those identified in the above mentioned list, the other partner(s) may proceed for seeking such protection in the said countries solely in its/their own name(s). Notwithstanding the provisions of Clause 9.1, the other partner(s) shall have the right to share the net revenue fixed in the said agreement for the commercialisation of such rights in the said countries. The sharing of such revenue shall be after deducting the share of IFCPAR in accordance with Clause 8.2.

11.1

Each partner shall identify as soon as possible the information furnished or created in the framework of a programme that it wants to preserve from being disclosed, taking into account especially the following criteria:

• The information is not generally known by experts in the field or easily available to them through legal means;
• - The information has an effective or potential commercial value related to its confidentiality;
• -The partners have taken due steps to protect the confidentiality of the information.
  

11.2

The partner receiving, in the framework of a programme, information not to be disclosed, shall respect the confidentiality of such information.

11.3

Without prior written consent, none of the partner(s) shall disclose any confidential information provided by the other partner(s) except to the concerned employees and government personnel, who shall keep it confidential.

11.4

The information whose disclosure is authorised shall be used solely within the limits of the programme.

12.1

IFCPAR shall not be liable to the consequences of any infringement by the partner(s) or by a third party, relating to the action of securing and/or protecting the rights of intellectual property. Any expenditure and/or damages, on account of such infringement, shall be borne by the partners.

The partners may make appropriate provisions for this purpose in the Intellectual Property Management Plan.

13.1

The partners shall try to resolve any dispute regarding the rights of intellectual property arising from the programme through mutual discussions. If they fail to reach an agreement, the dispute shall be referred to the two Co-Chairmen of the Governing Body of IFCPAR for settlement.

14.1

The above guidelines may be appropriately adapted, if necessary, by the Governing Body of IFCPAR.