1. Introduction
The intellectual property of Founders Factory Africa (Pty) Ltd( Company Reg #2018/232949/07) & Founders Factory Africa UK Limited (Company Number 12118495) or any affiliates of the aforementioned (FFA) includes, but is not limited to, copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, know-how, trade or business names, and other similar rights or obligations universally applicable, and throughout the world, and all similar rights and, in each case:
whether registered or not;
including any applications to protect or register such rights;
including all renewals and extensions of such rights or applications;
whether vested, contingent, or future; and
wherever exists (FFA’s intellectual property).
Examples of FFA’s intellectual property include but are not limited to:
- FFA logos, marks, tag lines, domain names and other registered or unregistered trademarks, service marks, or other brand and/or goodwill-related assets including visual, audio and audiovisual content developed by or on behalf of FFA, or in the course of FFA’s venture design studio or build programme;
- any computer code, wireframes, designs, patentable technologies or other inventions developed by or in the course of FFA’s venture design studio or build programme; and
- any trade secrets, business methods, Confidential Information (as defined below) or other proprietary commercial information generated or developed by or in the course of FFA’s venture design studio or build programme.
- “Confidential Information” means information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of FFA for the time being confidential to FFA and copyrights, trademarks, patents and other intellectual property or trade secrets including, without limitation, technical data and know-how relating to the Business of FFA or any of its suppliers, customers, agents, distributors, shareholders, management or business contacts and including (but not limited to) information that is created, developed, received or obtained by FFA employees or consultants in connection with their employment or engagement, whether or not such information (if in anything other than oral form) is marked confidential, including but not limited to: FFA internal strategy documents such as Board decks or other documents containing information only shared with FFA’s investors and or portfolio businesses, including FFA returns models, investor or management related reports and information, any details about negotiations and or agreements between FFA and a portfolio business, and information related to the business model and practices of a portfolio business;
- The purpose of this Intellectual Property Policy (the Policy) is to ensure that FFA’s intellectual property is protected and to ensure that FFA is protected against any infringement of its intellectual property by all employees of FFA and third parties.
- In light of the fact that FFA is a global company with international reach, it is intended that the rights that accrue in terms of the Policy will accrue both in the Republic of South Africa and in any other country in which FFA wishes to protect any intellectual property rights.
2. Effective date and applicability of the policy
- This Policy will be effective from 7 February 2022 and will be reviewed on a regular basis. Notwithstanding the effective date, nothing contained in the Policy shall detract from any rights which FFA has in relation to any intellectual property prior to such effective date.
- This Policy applies to:
- All employees of FFA; and
- Service providers, consultants, contractors, subcontractors, customers, clients and/or affiliates of FFA, and founders or companies that submit applications to participate in FFA’s build or scale programs (third parties).
3. Policy
General
- FFA’s intellectual property shall remain the sole and exclusive property of FFA.
- All employees of FFA and third parties shall:
- use FFA’s intellectual property in accordance with its instructions;
- not disclose FFA’s intellectual property without FFA’s express written consent, obtained from an FFA authorised signatory;
- acknowledge that it has no rights in FFA’s intellectual property, not take or authorise any action whereby FFA’s intellectual property might be jeopardised or invalidated;
- at FFA’s request, assist FFA in maintaining the validity and enforceability of FFA’s intellectual property;
- immediately inform FFA of any actual or threatened infringement of FFA’s intellectual property of which it becomes aware; and
- at FFA’s request give FFA reasonable assistance in dealing with such infringements.
- Owing to the nature of the employment relationship between FFA and its employees, all employees have an obligation to further the interests of FFA.
- Employees are required to promptly disclose, cede and assign to FFA any idea, invention, design, trademark, improvement or work which is relevant to or capable of use by FFA made by the employees in the course of their employment, whether or not in the course of their duties.
- Employees acknowledge that the intellectual property rights subsisting or which may in the future subsist in any ideas, invention, improvement, designs, trademarks or works created by them in the course of their employment will, on creation, vest in and be the exclusive property of FFA and where the same does not automatically vest as aforesaid, employees shall assign the same to FFA, upon the request and at the cost of FFA. All employees irrevocably waive any rights which they may have in any such ideas, inventions, improvements, designs, trademarks or works which are or have been conferred upon them, including as "moral rights" or any other similar rights.
- Employees irrevocably confer the power of attorney on FFA in their names and on their behalf, to execute any such instrument and do anything and generally to use their names for the purpose of giving to FFA or its nominee the full benefit of the provisions of this clause and acknowledge in favour of any third party that a certificate in writing signed by any director or the company secretary of FFA, that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case.
- All such ideas, works, discoveries, inventions, improvements, designs and trademarks shall be deemed (unless the employee is able to establish the contrary) to have been conceived by the employees during the course and scope of their employment with FFA.
- FFA may in its discretion make an application for the registration of a patent for any such invention or for the registration of such design or trademark as the employee may have created, devised or adopted, in the Republic of South Africa and in any other country. Employees shall immediately, upon being called to do so, sign all such cessions, assignments and other documents as may be necessary to give effect to this. Employees shall give FFA and its patent agent or attorneys all reasonable assistance that may be required for the purpose of lodging any application and obtaining any registration.
- Employees shall from time to time, whether during or after the termination of their employment upon request by FFA, do all things that may be required to protect the rights of FFA in terms of this Policy.
- If any employee is advised in writing by FFA that it does not intend availing itself of any idea, discovery, invention, improvement, design or trademark, or FFA does not within a reasonable time of learning thereof so notify the employee, the employee may then disclose the same to any third party or take out registration in his/her own name and at his/her own cost, provided that in doing so, the facilities of FFA and the time of any of its employees are not used.
- If within a period of 1 (one) year after termination (for any reason whatsoever) of the employee’s employment, he/she applies anywhere in the Republic of South Africa and anywhere else in the world for the registration of a patent or similar protection, in respect of an invention which is useful in any field in which FFA operates, or, if within that period, the employee assists any person in any way to make such an application, the employee shall disclose this fact to FFA, together with details of the invention. Unless the employee is able to establish the contrary, he/she shall be deemed to have made the invention during the course and scope of his/her employment with FFA.
Third parties
- Any intellectual property owned by a third party (third party intellectual property) shall remain the sole and exclusive property of the third party. No title or other similar rights in or to the third party intellectual property shall pass to FFA.
- In relation to third party intellectual property:
- all employees of FFA shall not breach any applicable fair use of any third party intellectual property;
- where no such fair use or contractual arrangement exists, as contemplated in paragraph 3.3.2.1, all employees of FFA and third parties shall nevertheless not breach and/or copy and/or unlawfully use another party’s intellectual property;
- where FFA is advising a particular client (whether an individual and/or entity), all employees of FFA and third parties acknowledge that the intellectual property vests solely with that client and such intellectual property shall not be used without the client’s prior written consent; and
- where FFA’s intellectual property is used in relation to a third party, all employees of FFA and other third parties shall ensure that FFA’s intellectual property is protected.
In relation to FFA’s intellectual property:
- upon the termination or cancellation of, any service level agreement or any intellectual property license, or use agreement of any nature whatsoever (fair use or contractual arrangement), concluded between FFA and any third party, or upon request by FFA, FFA shall be entitled to the return of all FFA’s intellectual property;
- the third party shall not, under any circumstances, copy, modify, decompile, reverse assemble, disassemble or make any adaptation or derivative of sell, resell, transfer, license, sub license or distribute the FFA’s intellectual property;
- FFA and the third party shall agree in the fair use or contractual arrangement who will be the owner of any intellectual property to be developed or enhanced in relation to services provided by or received from FFA contemplated in the fair use or contractual arrangement with the third party. In the absence of any such agreement, FFA shall be the owner thereof; and
- Where it is agreed that the owner of such intellectual property shall be FFA, FFA and the third party may agree in the fair use or contractual arrangement that restrictions may be imposed upon FFA in respect of the sale or licence to use that intellectual property, or portion thereof, to or by particular third parties identified for a specified time period.
4. Right to Amend
- FFA reserves the right, at our discretion, to change the Policy at any time. Such change will be effective ten (10) days following the delivery of notice of change to the Policy (accompanied by access to a copy of the revised Policy) to an employee’s FFA email inbox, and otherwise as communicated to third parties, and an employee or third party’s continued Employment or Engagement, as applicable, with FFA thereafter means their acceptance of those changes
5. Queries and complaints
Should you have any queries, please contact us, Founders Factory Africa, on africa-enquiries@foundersfactory.co
Founders Factory Africa is a private company, duly incorporated in terms of the applicable laws of South Africa.
