TCBL HANDBOOKS
CONFIDENTIALITY AND INTELLECTUAL PROPERTY IN TCBL
Co-funded by Horizon 2020
TCBL 646133 – HANDBOOK RELEASED AS ANNEX II TO D2.2 (TASK 2.3) 31st October 2017 1
CONTENTS Contents..................................................................................................................................... 2 Introduction ................................................................................................................................ 3 1.
Governance tools fostering knowledge sharing attitude .................................................... 5 Non disclosure agreement ..................................................................................................... 5 Memorandum of Understanding ............................................................................................ 6 Code of conduct ..................................................................................................................... 6
2. Boosting the “early-stage� protection of innovation and enhancing trust through document-annotation technologies and automated solutions for IP assets labelling ................ 7 Creative Barcode ................................................................................................................... 7 Expected outputs ................................................................................................................... 8 Next steps .............................................................................................................................. 8 Document Information ................................................................................................................ 9
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INTRODUCTION Definition of “Guidebook�: a collection of advice, information and guidelines about a place, or a metaphor for an overview of a sphere of business or professional work.
This publication is the first edition of a guidebook to managing IP in the world of TCBL. The proposed approach brings together advice on some promising innovations in IP management that are relevant to TCBL stakeholders facing IP challenges such as apparent copying of new designs or fashion ranges. Most of those IP management innovations are expected to be taken up more widely, by organisations seeking an effective, flexible, market-driven and resourceeffective direction towards outcomes listed in the conclusions of this document. The goal of managing IP more effectively becomes easier to reach in ecosystems where people routinely share insights into recognising and responding to IP challenges. In TCBL, this is facilitated by increasing the scale and scope of the Knowledge Spaces. This will provide TCBL users with faster access to new solutions and partners, which requires the adoption of an effective, private, safe and easy-to-use knowledge and asset management framework. TCBL users will be unwilling to share their most valuable know-how without a clear framework that provides effective guidance, for instance as to privacy protection and the parameters of trade secrets protection, and offers adequate remedies in the event of a breach/of a dispute. The proposed strategy has to avoid knowledge leakage and ensure appropriation, not being exposed to the risk of free-riding, so that a firm can collaborate with external actors for enhancing its innovative process within a clear framework: technology providers have to signal the value of their work in order to attract potential partners; a firm that is engaging with new partners must simultaneously disclose and protect its knowledge, technologies and IP assets; another firm must be able to bring value to a collaboration without losing control over its intangible assets, while ensuring that it will own a fair share of the outcome. The knowledge and asset management framework facilitating engagement, collaboration and knowledge exchange within TCBL ecosystem should be addressed as early as possible when starting collaboration processes, though some challenges could remain, like the complexity of managing many innovation interactions and IP assets related to a pilot project. The framework should include through evaluation of the respective IP position and agreement of contracts that clarify to the extent possible how IP can be shared, managed and owned by the partners. Licensing and cross-licensing can facilitate the sharing of critical know-how and technology, thus supporting collaboration. The key aspects of the proposed framework pertain respectively to IP governance and to automated approaches to IP clearance as the following diagram exhibits: -
Non Disclosure Agreements (NDAs) Codes of Conduct (CoCs) Memoranda of Understanding (MoUs) Document annotation methods and IP asset labelling solutions, notably barcodes and QR codes.
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TCBL Knowledge Exchange and Community Engagement TCBL Handbooks IP, Confidentiality and Knowledge Exchange
TCBL Knowledge and Asset management framework
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GOVERNANCE TOOLS FOSTERING KNOWLEDGE SHARING
ATTITUDE In order to make the Knowledge Spaces a useful compendium of active resources, attractive to stakeholders and used and contributed by the TCBL community, it is important to facilitate the active engagement and encourage a positive attitude to knowledge sharing of Knowledge Champions, Advisors and the generic ecosystem users.. The following tools are under consideration for the double and interconnected purpose of, on the one hand, strengthening such engagement and knowledge-sharing attitude within TCBL ecosystem and therefore, on the other hand, populating the Knowledge Spaces with the relevant content, material and discussions: Non Disclosure Agreement (NDA), Memorandum of Understanding (MoU) and Code of Conduct (CoC). These instruments, in their whole, allow to collaborate effectively, from ideation through development and launch, to preserve rights, pursue social and commercial initiatives and craft suitable business plans and transactions informed by IP assets and strategies, negotiate the terms and scope of such engagements and address professional and ethical responsibilities. Therefore, they are expected to sustain engagement among innovators over time which can thus enhancing trust and generating additional collaboration, benefitting the participating entities while also improving absorptive capacity in every aspect of relevant innovations. It is important to remark that, though points of contact exist, these tools go beyond the IPR and exploitation arrangements for the exploitation of results after the project end, addressed by T7.5. Such arrangements will be set according to consortium agreement’s provisions on Background and Foreground knowledge and will involve partners for whom the sustainability of their role involves the market launch of a specific product or service within the TCBL ecosystem. Conversely, the NDA, CoC and MoU pertain to the open, innovative and collaborative essence of the TCBL ecosystem and are functional to the launch and scaling-up of Knowledge Spaces, as well as to community engagement, development and mobilization, for instance in a new Zine Special Issue. The above tools can be used in TCBL in an alternative or cumulative manner. After further discussion, involving not only project partners but also the key players of the six Business Cases, and a common agreement on which to adopt and on how to concretely structure it/them, the selected one/ones will be prepared in the next project phase, circulated within the community and published in Zine form (if opportune). Considering the current project progress, a model of NDA will be probably elaborated in the upcoming months and made available as a component of the Business skills package within the Business Support Expertise for online transactions facilitated by the platform for TCBL Business Cases involving short runs, thus allowing the project to respond to one of the challenges that short runs face within the commercial textiles and clothing environment.
NON DISCLOSURE AGREEMENT It will be used as a legally enforceable contract that creates a confidential relationship between a person/business who holds a trade secret or confidential information (e.g. unique
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manufacturing process, business model, a plan for a new tool to be to be produced) and a person/business to whom it will be disclosed. The NDA: o protects sensitive information, since participants promise to not divulge or release information shared with them; o can help the inventor/creator to keep patent rights or, in any case, to hold onto the rights to a product or idea; o expressly outlines what information is private and what's fair game, by spelling out the categories or types of information covered by the agreement; o explicitly states that the person receiving the information is to keep it secret and limit its use. o specifies the time periods of the confidentiality obligation.
MEMORANDUM OF UNDERSTANDING This pertains to the governance dimensions of the relationship of the TCBL Consortium with the Knowledge Champions and Associate Advisors, in their role of guiding, animating and populating one of the Knowledge Spaces’ sections. It clarifies key players’ respective roles for the continuous content enrichment and management of such Knowledge Spaces, defining responsibilities and knowledge captured/delivered for each stakeholder in their knowledge exchange and via social interaction in the specific thematic sector. The MoU could play a role also on a long-term perspective after project end, within a sustainability pattern relying upon the Knowledge Space as one of the main TCBL value propositions (initially to attract the T&C WP4 business pilots and later to spot and exploit additional business opportunities). Through this instrument, TCBL partners, Knowledge Champions and Associate Advisors should come to express a consensual view and indicate an intended common line of action, though without legal commitment. The TCBL partners are considering ideas for structuring an initial MoU format, including basic terms (responsibilities, roadmap, timeline).
CODE OF CONDUCT The CoC sets out the principles, values, rules of behaviour, responsibilities and good practices for knowledge sharing within the TCBL ecosystem in a way that contributes to the welfare of its champions, pilots, associates and other TCBL stakeholders, whilst respecting the rights of all them, including IPR. It will represent a simple to use basis for setting out what the TCBL Consortium expects from each of the members of its ecosystem, thus contributing to the establishment of a collaborative culture and behaviours. Its effective implementation should be part of a learning process based on training, monitoring and consistent enforcement (e.g. exclusion from the TCBL ecosystem in cases of essential misconduct). A measure of its effectiveness would be that TCBL members feel comfortable enough to volunteer to share information of increasingly high value, for the benefit of the whole ecosystem and its components including functioning of the KS and related TCBL services.
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BOOSTING THE “EARLY-STAGE” PROTECTION OF
INNOVATION AND ENHANCING TRUST THROUGH DOCUMENTANNOTATION TECHNOLOGIES AND AUTOMATED SOLUTIONS FOR
IP ASSETS LABELLING In line with the TCBL productivity-oriented approach based on automation and IT-based supply chain management, which is able to help to improve flexibility and create global sourcing systems, a technology-facilitated IP approach has been explored, notably using Open document annotation technologies and automated solutions for IP assets labelling. Different kinds of relevant IP claiming methods, such as document-annotation technologies, were examined, including, in particular, the barcode-based IP model (e.g. the Creative Barcode Initiative) and the blockchain-based IP Models. The first fits well with TCBL’s current pre-competitive (prototyping) nature and will be further deepened in the next months, including throughout stakeholders’ consultation.
CREATIVE BARCODE Creative Barcode system is an easy-to-use but legally strong IP mechanism, based on open protection, able to foster innovation: through the incorporation of the Barcode into all project/pilot documents and works, they are authenticated, as well as the development journey recorded and subsequently protected. This system assists digital content producers, developers and innovators to cost-efficiently use barcodes and track their work, whilst reducing the cost and complexity related to IP claims. It is able to authenticate and identify the value of IP held in innovation works at a pre-contract/ prepatent stage. The system enables inventors/designers to generate unique digital barcodes that record the date and source of creation, ownership and permission-based usage of a work. Barcodes have to be embedded into innovations, ideas proposals, images, concepts, etc., and are endorsed by a contract (the so-called “Trust Charter agreement”) between the originator and the third party, to be signed before disclosure. The content cannot be downloaded unless the recipient has accepted the Trust Charter. The Trust Charter represents an agreement between the owner and the recipient: thanks to this contract, the recipient cannot use the information disclosed without the owner’s permission. In particular, the Creative Barcode’s App has to be used to create digital 2D barcodes (QR codes), that contain the creator’s ownership details. The 2D barcodes have to be applied to innovative work/content/piece of content before disclosing to any third party through the file transfer system. The 2D barcode is an indicator showing basic information about the content (owner's name, contact information, date of creation, use permissions). For completed works, there are both “free use” barcode (that is self-explanatory) and “rights reserved” barcode (requiring individuals to credit or pay the owner for using the content), while for concepts there is the “safe-disclosure” barcode (protecting creatives’ and developers’ core ideas, including future iterations of the given idea or concept). The barcode is applied to all file iterations and is always visible to all the parties. When the work is completed and has to be displayed for marketing, sales or other exploitation purposes, a microbarcode is applied in order to denote permission-based use only.
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In this way, Creative Barcode system is able to significantly reduce the vulnerabilities of developers’/designers’ experience when seeking to hold early conversations with third party (clients, potential partners or investors) and, therefore, may be a driver for knowledge exchange and collaborative behaviours within the TCBL ecosystem. Throughout the use of such a system in TCBL, stakeholders/users/collaborating businesses may be allowed to easily understand what is free to use and what requires permission, and how to gain that permission in a rapid and easy manner. More information on Creative Barcode may be retrieved at the following link: http://www.creativebarcode.com/
EXPECTED OUTPUTS The adoption of document-annotation technologies using TCBL-enhanced barcode markers and QR codes and, more in general, of automated approaches and solutions for labelling IP assets and tools could not only lead to new kinds of IP claiming methods fostering innovation, but also be further explored also to clear copyright over any third-party’s intangibles when making and exploiting a TCBL innovation. This would lead to re-conceived and improved IPR workflow, e.g. for clearing copyright, licensing designs, etc. Furthermore, they would boost the “early-stage” protection of innovation and enhance trust. As part of the process of continually updating this guidebook to include high-value innovations, TCBL Consortium will further explore if it could take advantage of Creative Barcode or similar systems, in order both to overcome some barriers to innovation, where the ideas and results need to be evaluated for commercial viability before being developed into articulated concepts/products, as well as before starting strategic collaboration or knowledge exchange, and to make simpler asserting copyright, clearing copyright, licensing designs and content, as well as addressing compatibility concerns. This kind of technology-driven IPR approach and related solutions based on technologies such as smart barcodes, that travel with the innovation, besides being inexpensive, not complex, and legally robust, would facilitate knowledge exchange, contribute to mobilize TCBL community and stimulate further collaboration, without the risks related to assets disclosure, especially in the premarketing phase (when the innovation concept is most vulnerable). This will boost the ‘earlystage’ protection of innovation, without necessarily incurring significant costs or risks. The proposed approach is expected to be an effective, flexible, market-driven and resourceeffective direction towards: i) the protection of European fashion and high-end companies against counterfeiting and other IPR violation, for instance by addressing some kinds of relevant IP claiming methods such as document-annotation technologies, and ii) faster route-to-market penetration paths for TCBL results, like protectable innovations in key areas for TCBL such as business models and processes for implementing them.
NEXT STEPS We will further investigate the proposed IP approach in its potential for becoming a key factor driving the growth of a knowledge sharing attitude within the TCBL ecosystem, increasing collaboration patterns, exchange of valuable know-how, as well as identification of potential synergies among innovative entities and the expansion of market and job re-shoring opportunities (jobs returning to Europe) by higher innovation performance. A stakeholder consultation will be part of these further activities.
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DOCUMENT INFORMATION REVISION HISTORY This document is Annex I of TCBL Deliverable 2.2, “Report on Achievements and Perspectives in Knowledge Exchange (with special focus on scouting and issue tracking”, of 30.09.2017. Authors: Paul Lefrere (CCA), Marina Cugurra (CCA), Giorgio Da Bormida (CCA). This Annex in particular is written by Paul Lefrere and Marina Cugurra. REVISION
DATE
Version 1
29.07.2017
Version 2
12.11.2017
AUTHOR Paul Lefrere Marina Cugurra Jesse Marsh
ORGANISATION
DESCRIPTION
CCA
Draft for Review
Prato
Final version incorporating reviewers’ comments
STATEMENT OF ORIGINALITY This deliverable contains original unpublished work except where clearly indicated otherwise. Acknowledgement of previously published material and of the work of others has been made through appropriate citation, quotation or both.
COPYRIGHT This work is licensed by the TCBL Consortium under a Creative Commons Attribution-ShareAlike 4.0 International License, 2015-2016. For details, see http://creativecommons.org/licenses/by-sa/4.0/ The TCBL Consortium, consisting of: Municipality of Prato (PRATO) Italy; German Institutes for Textile and Fiber Research - Center for Management Research (DITF) Germany; Istituto Superiore Mario Boella (ISMB) Italy; Skillaware (SKILL) Italy; The Oxford Brookes University (OBU) UK; imec (IMEC) Belgium; Tavistock Institute (TAVI) UK; Materials Industrial Research & Technology Center S.A. (MIRTEC) Greece; Waag Society (WAAG) Netherlands; Huddersfield & District Textile Training Company Ltd (TCOE) UK; eZavod (eZAVOD) Slovenia; Consorzio Arca (ARCA) Italy; Unioncamere del Veneto (UCV) Italy; Hellenic Clothing Industry Association (HCIA) Greece; Sanjotec - Centro Empresarial e Tecnológico (SANJO) Portugal; Clear Communication Associates Ltd (CCA) UK.
DISCLAIMER All information included in this document is subject to change without notice. The Members of the TCBL Consortium make no warranty of any kind with regard to this document, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The Members of the TCBL Consortium shall not be held liable for errors contained herein or direct, indirect, special, incidental or consequential damages in connection with the furnishing, performance, or use of this material.
ACKNOWLEDGEMENTS The TCBL project has received funding from the European Union's Horizon 2020 Programme for research, technology development, and innovation under Grant Agreement n.646133.
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