Intellectual Property and Business Confidential Information
In accordance with the laws and other statutory acts and international treaties of their States the Parties shall ensure the effective protection of the results obtained within the framework of cooperation which is the subject of this Agreement and additional agreements.
The cooperating organizations shall in due time inform each other of all the results of the joint activity subject to protection as objects of intellectual property and as promptly as possible proceed to implementing formal procedures relating to such protection.
1. Scope of Application
1.1 The provisions of this Annex shall apply to all types of the joint activity carried out within the framework of this Agreement, with the exception of those cases when the Parties or cooperating organizations agree on any special provisions in accordance with ArticleV of this Agreement.
1.2 For the purposes of this Agreement, the term ”intellectual property“ shall have the meaning provided for in Article2 of the Convention Establishing the World Intellectual Property Organization done at Stockholm on 14July 1967.
1.3 This Annex shall regulate the allocation of intellectual property rights between the Parties or cooperating organizations. Each Party, in accordance with the laws and other statutory acts of its State, shall ensure that the other Party and the cooperating organizations of the other Party can acquire the intellectual property rights belonging to them pursuant to this Annex.
1.4 This Annex shall not change the procedure of legal regulation of intellectual property determined by the laws and other statutory acts of the States of the Parties. Similarly, this Annex shall not alter the relations between the cooperating organizations of either Party and the relations between a Party and its cooperating organizations.
1.5 The conduct of the joint activity shall not affect the intellectual property rights of the cooperating organizations acquired by them earlier or resulting from their independent research (background intellectual property).
In accordance with the laws and other statutory acts of their States the Parties shall promote the provision of legal protection of background intellectual property of the Russian Federation and the Republic of Chile, created by means of state budgetary allocations, and shall implement measures aimed at preventing, identifying, investigating and restraining infringements with regard to such intellectual property, on the understanding that for the purposes of this Agreement the designated organizations shall be vested with relevant authority. The transfer and use of background intellectual property shall be effectuated only after its legal protection in the territory of the State where it shall be used is granted in accordance with the laws and other statutory acts of the States of the Parties.
1.6 The termination of this Agreement shall not affect the rights and obligations having arisen in accordance with this Annex, if they were accepted before such termination.
2. Grant of Rights
2.1 In relation to intellectual property created as a result of the joint activity, the Parties or the cooperating organizations shall jointly elaborate a plan for the assessment and use of the results either before the beginning of their cooperation or within a reasonable time from the date when a cooperating organization of one Party notifies the cooperating organization of the other Party in writing of obtaining a result subject to protection as an object of intellectual property. The plan for the assessment and use of the results shall take account of corresponding contributions of the Parties and their cooperating organizations to the joint activity, including background intellectual property transferred within the framework of cooperation, and shall specify the types and scope of the use of the intellectual property, the terms and procedure for exercising the rights to it in the territories of the States of the Parties and in the territories of other States, understanding that each cooperating organization is entitled to use the jointly created intellectual property for its own needs.
For the purposes of allocating and exercising intellectual property rights, an activity shall be defined as a joint activity in advance in additional agreements. Thegrant of rights to the objects of intellectual property created as a result of an activity which is not a joint activity, shall be carried out in accordance with the provisions of paragraph2.3 of this Section. TheParties or cooperating organizations shall decide by mutual arrangement whether the results of the joint activity should be either kept secret or registered or patented. The Parties or cooperating organizations shall guarantee non-disclosure of the results of cooperation, correspondingly, either prior to making a decision to keep them secret or prior to the publication of information on the results to be registered or patented as objects of intellectual property.
2.2 If a plan for the assessment and use of the results is not drawn up within a four-month period following the date of the notification of obtaining a result subject to protection as anobject of intellectual property, each Party or each of the cooperating organizations may receive all rights to and benefits from such intellectual property in the territory of its State, observing the procedures provided for in Article XII of this Agreement.
In relation to the joint activity the cooperating organizations shall negotiate on the allocation of intellectual property rights, as well as the expenses related to the protection of intellectual property rights, under mutually agreed conditions and taking into account the corresponding contributions of each of the cooperating organizations.
2.3 In cases not related to the joint activity, the terms and conditions for the implementation of procedures for the acquisition and use of intellectual property rights shall be determined in additional agreements.
2.4 In case an object of intellectual property is protected by the laws and other statutory acts of the State of one Party, but is not protected by the laws and other statutory acts of the State of the other Party, the Party or a cooperating organization the laws and other statutory acts of which provide such protection shall provide for such protection in the territory of its State, under mutually agreed conditions and considering the respective contributions of the Parties or cooperating organizations.
2.5 On the initiative of either Party or cooperating organization, consultations shall be promptly held in order to provide protection and allocation of intellectual property rights to protected objects in the territories of third States.
2.6 Scientists, engineers and specialists of one Party enlisted in the service in any cooperating organization of the other Party shall be subject to the norms and rules of the internal regulations of the hosting cooperating organization regarding the acquisition of rights to intellectual property created by them during the mission, as well as possible remuneration and disbursements related to these rights. Each scientist, engineer and specialist identified as an inventor shall be entitled in accordance with his/her contribution to a share of any payment credited to the hosting cooperating organization for licensing this intellectual property.
2.7 Copyright extends to publications.
Unless otherwise stipulated in additional agreements, each Party and its cooperating organizations shall be entitled to a nonexclusive, irrevocable and royalty-free license, for noncommercial purposes, to translate, reproduce and publicly distribute in all States scientific and technical articles, lectures (reports), books and other copyright products, which are the direct result of the joint activity. The forms of implementation of this right shall be determined in additional agreements.
All copies of the distributed objects of intellectual property shall indicate the author's name unless the author expressly declines to be named or wishes to appear under a pseudonym.
2.8 The totality of proprietary rights to computer software and databases elaborated within the framework of cooperation shall be distributed between the Parties or the cooperating organizations of both Parties taking into account their contributions to the elaboration and funding of such computer software and databases.
In cases of joint elaboration or joint funding of computer software and databases by both Parties or cooperating organizations of both Parties, the regime to be applied inrelation to such software and databases, including the allocation of remuneration, shall be determined in additional agreements. In the absence of additional agreements, the provisions of paragraphs2.1 and 2.2 of this Section related to the granting of rights in connection with the joint activity shall apply.
2.9 Business confidential information shall be designated as such in an appropriate manner. The responsibility for such designation shall rest with the Party or cooperating organization requiring such confidentiality. Each Party or cooperating organization shall protect such information in accordance with the laws and other statutory acts of its State.
The term ”business confidential information“ shall mean any know-how, any information, in particular technical, commercial or financial, irrespective of the form or media, which is passed on for the purposes of carrying out the joint activity within the framework of this Agreement and which meets the following conditions:
2.9.1 the possession of this information may provide benefits, in particular of an economic, scientific or technical nature, or give a competitive advantage over persons who do not possess it;
2.9.2 this information is not generally known or widely available from other sources on legal grounds;
2.9.3 this information was not earlier passed on by its possessor to third persons without the obligation to maintain its confidentiality;
2.9.4 this information is not already at the disposal of the recipient without the obligation to maintain its confidentiality;
2.9.5 the possessor of this information takes measures to protect its confidentiality.
The Parties or cooperating organizations may transfer business confidential information to their employees, unless otherwise provided for in additional agreements. Such information may be passed on to the contractors and subcontractors within the limits of the scope of application of agreements concluded with them. Information transmitted in this way may be used only within the scope of application of these agreements, which shall set out the conditions and time limits of application of such provisions on confidentiality.
The Parties and cooperating organizations shall take all necessary measures in relation to their employees, contractors and subcontractors to ensure the observance of the obligations on maintaining confidentiality defined above.
2.10 The grant of the results of the joint activity to third persons shall be the subject of written agreements between the Parties or cooperating organizations. Without prejudice to the exercise of rights in accordance with paragraph 2.7 of this Section, such agreements shall determine the procedure for the distribution of the results referred to above.