As discussed, I think it would be elegant to include a IP Policy section in the Code of Conduct in order to address and minimise IP risk to VitaDAO and is also consistent with passing of the VDP23 IP proposal to appoint an agent to own VitaDAO IP. Would like to propose the following new IP Policy section and also added a final section on providing KYC (personal data to identify the VitaDAO contributor held by legal WG on a confidential basis) to ensure enforcement:
IP Policy
Members of a VitaDAO working group or VitaCore or any VitaDAO members or contributors providing services to VitaDAO, whether in a personal capacity via a separate legal entity (“IP Contributors”) must also agree to this IP Policy relating to confidential information and intellectual property, in order to minimise risk to any dealflow or research activity of VitaDAO and also maximise its ability to contract and licence intellectual property to third parties, and/or develop new longevity therapies pursuant to its mission.
"Confidential Information" is defined as information in whatever form (including without limitation, access to a database in an IP-NFT or in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to research and development, due diligence, drug targets, drug candidates, pre-clinical and clinical results, technical know-how, engineering documents, prototypes, photographs, designs, drawings, plans, manuals, reports, inventions, software (in source or object code), or the business, customers, products, affairs and finances of VitaDAO for the time being confidential to VitaDAO and trade secrets including, without limitation, technical data and know-how relating to the business of VitaDAO or any of its suppliers, customers, agents, distributors, members, VitaCore, working groups, or business contacts, including in particular (by way of illustration only and without limitation) customer lists, partnership agreements, marketing plans, and internal correspondence, and those of VitaDAO’s affiliates and partner organisations, and including (but not limited to) information that the IP Contributor creates, develops, receives or obtains in connection with their services, which: (i) is designated in writing to be confidential or proprietary; (ii) is identified at the time of disclosure as being of a confidential or proprietary nature; or (iii) by the nature of the circumstances surrounding the disclosure, ought to in good faith be treated as confidential.
The IP Contributor acknowledges that in the course of services for VitaDAO they will have access to Confidential Information and has therefore agreed to accept the restrictions. The IP Contributor shall not (except in the proper course of their duties), either during the course of services or at any time after ceasing to provide services to VitaDAO, use or disclose to any third party (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information.
This restriction does not apply to:
(a) any use or disclosure authorised by a majority of VitaDAO members or VitaCore or required or permitted by applicable law; or
(b) any information which is already in, or comes into, the public domain otherwise than through the IP Contributor’s unauthorised disclosure.
At any stage during the provision of services, the IP Contributor will promptly on written request of VitaCore return and/or irrevocably delete all and any Confidential Information in their possession.
Intellectual Property is defined as patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
IP Contributors hereby agree that rights to any Intellectual Property produced in the course of services to VitaDAO shall be owned by VitaDAO’s IP holding company or their nominee (currently, the Swiss verein / association VDP23 IP, incorporated in Zug, Switzerland, or otherwise as voted by the majority of VitaDAO members) (“VitaDAO IP Agent”).
IP Contributor hereby grants to VitaDAO IP Agent, and VitaDAO IP Agent hereby accepts, an unlimited, unrestricted, transferable, sub-licensable, irrevocable, royalty-free, fully paid, worldwide and non-exclusive license to any Intellectual Property not first produced or created by or for VitaDAO but incorporated into Intellectual Property produced as a result of the performance of services for VitaDAO, provided IP Contributor holds rights to said Intellectual Property.
The IP Contributor undertakes, at the expense of VitaDAO, at any time either during or after the services, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of VitaCore, be necessary or desirable to vest the Intellectual Property in, and to register them in, the name of the VitaDAO IP Agent and to defend VitaDAO against claims that works embodying the Intellectual Property infringe third party rights, and otherwise to protect and maintain the Intellectual Property in the name of the VitaDAO IP Agent.
The IP Contributor irrevocably appoints the VitaDAO IP Agent to be their attorney in their name and on their behalf to execute documents, use the IP Contributor’s name and do all things which are necessary or desirable for the IP Contributor to obtain for itself or its nominee the full benefit of this IP Policy. A certificate in writing, signed by any director or chairperson of the VitaDAO IP Agent, that any instrument or act falls within the authority conferred by this agreement shall be conclusive evidence that such is the case so far as any third party is concerned.
In order to ensure this Code of Conduct and IP Policy is enforceable against VitaDAO members and IP Contributors, KYC (including official government ID or passports, certificates of registration and proof of address) or other personally identifiable information may be requested and shall be provided to and held by VitaDAO’s legal working group in accordance with its Privacy Policy. Such personally identifiable information shall be deemed Confidential Information and not publicly disclosed unless required for enforcement of this Code of Conduct and/or IP Policy.