Kentron aims to strategically manage the intellectual assets of the projects that it manages to achieve optimal impact for (in order of importance):
- The project that generated the IP.
- The client organisation. Kentron is responsible for communicating intellectual property rights (IPRs) to the leadership teams of the projects that it manages.
Kentron provides a legal framework to manage IPRs on behalf of each Kentron-managed project such that a careful balance is struck between:
- The commercial and financial interests of the project.
- The opportunity for other projects active in the same innovation sandpit to capitalize on sibling project IP.
- The interests of third parties and consumers.
- The interests of New Zealand society as a whole.
Kentron is legally responsible for:
- Monitoring the way IP within Kentron-managed projects is used.
- Protecting that IP against infringement.
Kentron’s legal responsibilities are supported through:
- The New Zealand Copyright Act of 1994.
- The New Zealand Trade Marks Act of 2002.
- Access to the Intellectual Property Office of New Zealand.
Kentron ensures that agreements with other parties appropriately preserve and protect the IP of the projects that it manages, and provides a sound governance framework for IP decision-making. Kentron respects the Treaty of Waitangi and all relevant government policies and international protocols, including respecting the IPRs of others, in managing the intellectual assets of the projects that it manages.
Subject to clause 19 of the Kentron Shareholder Agreement, the shareholders will not directly or indirectly contest any of the rights of Kentron in respect of any patent, design, trademark, copyright or other right forming part of or relating to any Confidential Information.
Each Kentron-managed innovation sandpit is isolated from every other Kentron-managed sandpit. Specifically:
- Separate, tailored contracts are signed with clients for each sandpit. These contracts define, inter alia, the terms and conditions under which IP generated within a project can be shared with other projects within their sandpit and with other Kentron-managed projects in other client organisations.
- Each sandpit is legally insulated from every other sandpit.
- Unless expressly permitted in the contract, sandpits are not made aware of each other’s existence.
- Kentron provides a dedicated wiki for each sandpit to coordinate projects within the sandpit. Each wiki is isolated from every other sandpit wiki.
Multiple projects are run within each sandpit. During their incubation phase, IP in Kentron sandpit projects are subject to the following policies and principles:
- The Project Leadership Team, for the relevant project which generated the IP, shall be responsible for governing the use of that IP. Any party may apply to the Project Leadership Team to use the IP.
- The Project Leadership Team shall provide:
- Free and open access to the IP to the project team which generated the IP during the life of the project in the company;
- Access to the IP for other project teams within its sandpit under a fee paying licence on terms and conditions determined by the Project Leadership Team for the project which generated the IP.
- IP generated within a project, including associated patents, is legally held by Kentron, on behalf of that project, until that project spins off into its own company. Kentron has no right, however, to use, or benefit from, the exploitation of that IP in any way.
- While under Kentron management, the IP generated within a Kentron-managed project is provided openly and freely to that project by Kentron and any revenue accruing from the commercial exploitation of that IP is distributed according to the holders of Type 1 and Type 2 Conversion Notes in that project as detailed here.
When projects reach a state of maturity suitable to become independent of Kentron, the project may exit Kentron and establish as an independent company subject to:
- The nature of the transition as detailed in the contract between Kentron and
the client company.
- The decision as to when a project might be suitable to be spun-off as a separate company will be made following discussion between the Project Leadership Team, the Sandpit Manager, and, potentially, Kentron management.
- Typically, the transfer of the existing equity (Type 1 and Type 2 Conversion Notes and cash-in-hand) to the new company is managed through a Sale and Purchase agreement between Kentron and the new company.
- The IP and patents transfer, cost free, to the spin-off company.
- Any share in ongoing revenue stream accruing to Kentron after the exit of a project from the sandpit will have been detailed in the contract between Kentron and the client company.