Intellectual Property Policy

Introduction

Porter’s Management Group (hereafter referred to as PMG) supports creativity, innovation, and invention among its employees and collaborators. The intent of this policy is to assure that any intellectual property (IP) produced will be utilized and developed for the benefit of the creators, PMG, and our clients.

Scope

The rights and responsibilities regarding IP are covered in this policy. PMG personnel and collaborators are covered to the extent that their creative work involves the use of PMG resources such as space, facilities, equipment, staff, or funds, as stipulated for the particular circumstances described in this policy.

Definitions

PMG personnel:

PMG employees, contractors, consultants, and all other persons whose work affiliation is with PMG, whether compensated by PMG or not.

Intellectual Property (IP):

Any form of knowledge or expression created by one’s intellect that can be legally protected. Types include:

  • Copyrights: All creative works, electronic or paper documents, software, multimedia or audiovisual materials, photographs, and any other materials that may be copyrightable under applicable law;

  • Industrial Designs: Features of shape, configuration, pattern or ornament applied to a finished article made by hand, tool, or machine; and

  • Patents: Inventions, discoveries, know-how, or other material that is patentable under applicable law.

Trademarks:

A trademark is a combination of letters, words, sounds or designs that distinguishes one company’s goods or services from those of others in the marketplace.

Trade Secrets:

Ideas or know-how (business methods, processes, machines, formulas, patterns, and techniques) that are kept secret from competitors. Trade secrets include any business information that has commercial value derived from its secrecy. The protection of a trade secret requires the following, at a minimum:

  1. that the information has commercial value;

  2. that the information is secret; and

  3. that the information has been subject to reasonable measures by the business to ensure that it remains secret

Client:

Any individual, company, organization, or entity that engages PMG for services or products.

1. Ownership of IP

1.1 PMG asserts ownership rights to all IP developed by PMG personnel or collaborators using PMG resources, including but not limited to facilities, equipment, funding, and personnel.

1.2 IP developed independently by PMG personnel outside of normal duties and without the use of PMG resources is vested with the creator.

1.3 Materials developed for clients remain the IP of PMG. However, clients are granted a complete, perpetual license to implement and use such materials.

2. Licensing and Use of IP

2.1. PMG grants clients a non-exclusive, perpetual, worldwide, royalty-free license to use the materials developed by PMG for the purposes originally agreed upon. This license strictly prohibits any commercial exploitation, including the sale or adaptation of PMG materials for direct use by other businesses.

2.2 This license does not transfer ownership of the IP to the client but allows the client to use the materials for their intended purposes.

3. Prohibition on Reverse Engineering and Reproduction

3.1 Clients and third parties are strictly prohibited from reverse engineering, reproducing, or otherwise uncovering the trade secrets of PMG for commercial gain or any other purpose.

3.2 Any attempt to violate this clause will result in immediate termination of the license and may lead to legal action.

3.3 All expenses incurred from legal action resulting from a violation of or a perceived violation of this policy, regardless of the legal outcome, shall be paid by the violator to PMG. In the event of a policy breach, all commercial interests and earnings resulting from the breach will immediately be payable to PMG, and ownership of the involved materials will revert to PMG. If the materials have become inseparable from another entity’s assets, PMG will be entitled to a continuous royalty of 100% of the earnings derived from the use of such materials.

4. Disclosure and Commercialization

4.1 PMG personnel who create IP with any use of PMG resources must disclose the subject matter to PMG. Disclosure must be made when it can be reasonably concluded that protectable subject matter has been created.

4.2 PMG will handle the commercialization of its IP, including seeking patents, trademarks, or other protections, and entering into licensing agreements.

4.3 Materials created by PMG personnel during the course of a contract or engagement with PMG will be irrevocably owned by PMG. The creator of any such work must immediately notify their manager of the creation of such works. This includes, but is not limited to, reports, designs, software, documents, and any other work product generated during the engagement.

 

4.4 Upon the completion of a consultation, contract, or other engagement with PMG, all confidential information, trade secrets, and trademarks must be returned to PMG. The temporary engagement of PMG for a specific purpose or to accomplish specific tasks does not grant the client a perpetual license to continue using PMG’s confidential information, trade secrets, or trademarks.

All parties engaged in a consultation are responsible for ensuring that:

  • All materials for continued client use will be explicitly provided to the clients by the PMG personnel responsible for their engagement. This includes final reports, deliverables, and any licensed materials specified in the engagement contract.

  • Any use of PMG’s confidential information, trade secrets, or trademarks beyond the agreed scope and duration of the contract or engagement is strictly prohibited unless a separate, explicit agreement is made in writing.

  • Clients must ensure that all PMG’s confidential information, trade secrets, and trademarks are returned in their entirety and that any copies or derivatives are destroyed or deleted to prevent unauthorized use.

  • PMG reserves the right to audit and verify the return and destruction of its confidential information, trade secrets, and trademarks to ensure compliance with this policy.

5. Conflict Resolution

5.1 Any questions regarding the application, interpretation, or implementation of this policy, as well as disagreements concerning the assignment of rights or sharing of royalties, will be addressed by the designated IP officer within PMG. The IP officer can be contacted via email at:

Attn: Legal, Office of the IP Officer

Porter’s Management Group

legal@portersmg.com

5.2 The determination of the IP officer regarding any dispute is considered binding upon all parties involved. By engaging in PMG’s services or using PMG’s intellectual property, all parties agree to abide by the decisions made by the IP officer.

5.3 All expenses incurred from legal actions resulting from disagreements concerning this policy, irrespective of the legal outcome, shall be borne by the party responsible for initiating the legal action. These expenses are payable to PMG immediately following the completion of the action.

6. Use of PMG Name, Mark, or Insignia

6.1 The PMG name, logo, or other marks may not be used without prior written approval from the PMG management.

6.2 Unauthorized use of the PMG name, logo, or other marks in conjunction with any private or commercial enterprise, advertisement of any product, or by any individual or group promoting itself is strictly prohibited.

6.3 Permission to use the PMG name, logo, or other marks does not extend to the use, advertisement, or representation of engagement with non-public PMG subsidiaries, clients, or partners without explicit authorization from PMG management.

7. Acknowledgments

This policy is adapted from various industry-standard IP policies and practices and is used with permission where applicable.