1. www.deepcom.eu

2. All information derived from this section is intended as reference material only and current legislation or facts should be checked before being acted upon by an individual(s). www.deepcom.eu

3. Welcome to the DEEP.Com e-learning session. Lets get started! How to browse this material? This is an interactive learning tool. Go straight to the subject of your interest by clicking on the related box in the MENU (next slide). Click on on each slide to get back to MENU Learn and enjoy! Your DEEP.Com Team

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5. 1.Introduction Introduction 1.1. Europe and National legal systemsEurope and National legal systems 1.2.1. Copyright and rights related to copyrightCopyright and rights related to copyright 1.2.2. Industrial propertyIndustrial property

6. 1. Introduction Impact of Roman or Germanic law Educational Institutions, which have developed products under the European framework of Lifelong Learning or its predecessors, have several options in order to commercialise their project results. The classical way of marketing a product directly to users, e.g. conducting trainings or selling training material can be assumed to be known by organisations concerned and is at least partly applied. Above that, educational institutions have the possibility to allow third parties to market their products and to benefit from that. For this purpose a licensing contract or the format of a franchise system seems a good option; and this paper will give a short overview about these. www.deepcom.eu 1

7. 1.1. Europe and National legal systems The European Union is a conglomerate of 27 European countries, which have agreed to co-operate on several levels. However, the European Union does not (yet) have a common legal system. The opposite is the case: each member state has its own, historically determined, legal system. www.deepcom.eu On very basic terms the legal systems in Europe either belong to the so called Roman law circle or the German law circle. There is also the Northern circle of law and the Anglican. They all belong to the so called Continental European law circle. This basically means that the legal systems, even though being different contain some similarities and share certain basic principles. When looking at international law and contracts across borders, contractors are always advised to get advice from organisations and specialists for the specific legal system. This helps to avoid serious problems in the long run. 1

8. Definitions and terms according to the World Trade Organisation (WTO) The following information is an extract of the information provided on www.wto.org, the official website of the World Trade Organisation (WTO). www.wto.org Extended information can be found on the website mentioned and this paper will provide links to appropriate sections of the WTO website. www.deepcom.eu 1

9. 1.2.1. Copyright and rights related to copyright The rights of authors of literary and artistic works (such as books and other writings, musical compositions, paintings, sculpture, computer programs and films) are protected by copyright, for a minimum period of 50 years after the death of the author. Also protected through copyright and related (sometimes referred to as neighbouring) rights are the rights of performers (e.g. actors, singers and musicians), producers of phonograms (sound recordings) and broadcasting organizations. The main social purpose of protection of copyright and related rights is to encourage and reward creative work. www.deepcom.eu 1

10. Why protect your creations Protecting your creations recompensates the efforts you made by giving You rights, Allowing you to diffuse your creations and gain profit for a fixed period of time. Intellectual property protects your creations and allows you to act against piracy and unloyal practices, but also enables you and your creation to: Create value Create value Promote your creations Promote your creations Stimulate your creativity and innovations Stimulate your creativity and innovations Gain credibility Gain credibility Develop new markets Develop new markets 1

11. 1.2.2. Industrial property Industrial property can usefully be divided into two main areas: One area can be characterised as the protection of distinctive signs, in particular trademarks (which distinguish the goods or services of one; One area can be characterised as the protection of distinctive signs, in particular trademarks (which distinguish the goods or services of one; Undertaking from those of other undertakings) and geographical indications (which identify a good as originating in a place where a given characteristic of the good is essentially attributable to its geographical origin). Undertaking from those of other undertakings) and geographical indications (which identify a good as originating in a place where a given characteristic of the good is essentially attributable to its geographical origin). The protection of such distinctive signs aims to stimulate and ensure fair competition and to protect consumers, by enabling them to make informed choices between various goods and services. The protection may last indefinitely, provided the sign in question continues to be distinctive. www.deepcom.eu 1

12. Other types of industrial property are protected primarily to stimulate innovation, design and the creation of technology. In this category fall inventions (protected by patents), industrial designs and trade secrets. The social purpose is to provide protection for the results of investment in the development of new technology, thus giving the incentive and means to finance research and development activities. A functioning intellectual property regime should also facilitate the transfer of technology in the form of foreign direct investment, joint ventures and licensing. The protection is usually given for a finite term (typically 20 years in the case of patents). www.deepcom.eu 1

13. While the basic social objectives of intellectual property protection are as outlined above, it should also be noted that the exclusive rights given are generally subject to a number of limitations and exceptions, aimed at fine-tuning the balance that has to be found between the legitimate interests of right holders and of users. www.deepcom.eu 1

14. 2.Definition Licensing Definition LicensingDefinition Licensing 2.1. Legal Framework Legal FrameworkLegal Framework 2.2.Approach Approach 2.3.Tips and Tricks Tips and TricksTips and Tricks 2.4. Experts in Licensing Experts in LicensingExperts in Licensing

15. 2. Definition Licensing Source: WIPO www.wipo.int www.wipo.int A licensing agreement is a partnership between an intellectual property rights owner (licensor) and another who is authorised to use such rights (licensee) in exchange for an agreed payment (fee or royalty). A variety of such licensing agreements are available, which may be broadly categorized as follows: Technology License Agreement Technology License Agreement Trademark Licensing and Franchising Agreement Trademark Licensing and Franchising Agreement Copyright License Agreement Copyright License Agreement www.deepcom.eu 2

16. In practice, all or some of these agreements often form part of one single contract since in transfers of this nature many rights are involved and not simply one type of intellectual property right. You may also come across licensing agreements in other circumstances, such as, during a merger or acquisition, or in the course of negotiating a joint venture. In the international context, a formal licensing agreement is possible only if the intellectual property right one wishes to license is also protected in the other country or countries of interest. If the intellectual property is not protected in such other country or countries then one would not only not be able to license it, but also would have no legal right to put any restriction on its use by anyone else. www.deepcom.eu 2

17. (Links to relevant laws) 2.1. Legal Framework (Links to relevant laws) The legal framework is determined by the countries concerned (usually the licensers country). Based on National laws and specific regulations concerning licensing partners have to come to an agreement, which in general terms has to be documented in written form. In some countries the agreement or contract has to be drafted by a lawyer and signed in the presence of a legal representative of the National law system. This has to be clarified before the agreement or contact should be signed. www.deepcom.eu 2

18. 2.2. Approach www.deepcom.eu 2

19. 2.3. Tips and Tricks Tip1: Decision about Intellectual Property In the course of a project the consortium has to make a decision, regarding the assignment of intellectual property. This allows several variations: www.deepcom.eu Option 1: The intellectual property belongs to the entire team on common ground (Master License) In this case, the rules of the European (or international) license law apply. 2

20. Option 2: The intellectual property belongs to the entire team on common ground (Master License) but at the same time project members will receive a sub-license for their language area or for their home state. – Therefore the relevant national licensing rights are applicable. Advantage: there is more clarity regarding the use and the agreement is clear cut for partners (ie, less negotiation and discussion about responsibilities, rights and income distribution). In addition, this license can include permission for the allocation of further sublicenses. www.deepcom.eu 2

21. Option 3 : The intellectual property belongs to the co-ordinator (Master License) but during the project lifespan partners receive a sub-license for their home country or language area - the relevant national licensing rights apply. Advantage: there is more clarity regarding the use and the agreement is clear cut for partners (i.e., less negotiation and discussions about the responsibilities, rights and income distribution). In addition, this license can include permission for the allocation of further sublicenses. www.deepcom.eu 2

22. Option 4 : All partners have the right to exploit the intellectual property in their language area or in their home country. In this case exist, according to the agreement between the partners, multiple licenses. If there are points which are not regulated in the partner agreement, there may disputes arise between partners, since there is no comprehensive master license, from which all rights can be derived (a right which is not granted in a sub-license is usually reserved for the master license). www.deepcom.eu 2

23. Option 5 : The intellectual property belongs to the entire team on common ground (Master License) In the event of no partner "acquiring" a sub-license, a sublicense can be assigned to third parties (but also to one of the former partners) either with an (global or limited geographical) area. In this case, the rules of the European (or international) license law apply. www.deepcom.eu 2

24. Tip 2: Reporting obligations of the licensee For the licensor an appropriate single source of information is required and should report on the success of the licensee. In the agreement, appropriate guidelines regarding reporting requirements and rights of access to the requested documents is to be included in the license agreement. www.deepcom.eu Tip 3 : Quality Standards and Testing Any license agreement should specify the licensor's quality standards and the rules for checking, respectively testing compliance with these standards. 2

25. Tip 4: End of contract The rules for termination of a license agreement should, next to expiry date, and death / bankruptcy of a partner', also contain agreements concerning breach of contract and contractual obligations (e.g. reporting requirements, quality and accounting standards). www.deepcom.eu Tip 5: Contract Extension The license agreement may include conditions for a contractual extension (e.g. breach of contractual obligations prevents extension). 2

26. Tip 6: Licensing Strategy Before a license agreement is mapped out, the licensor must develop a clear agenda, what should be achieved with the licensing. I.e. to develop a strategy before starting (vision / mission, objectives of the licensor regarding licensing and its success, ways of implementation, and the time horizon). www.deepcom.eu 2

27. 2.4. Experts in Licensing In each European country experts for licensing can be identified. For the partner countries of DEEP.Com some experts have been listed in the country licensing reports written in the National language of those. Licensing reports are available for Austria, Bulgaria, Czech Republic, France, Germany, Italy, Netherlands and UK. www.deepcom.eu 2

28. 3.Definition Franchising Definition FranchisingDefinition Franchising 3.1. Legal Framework Legal FrameworkLegal Framework 3.2.Approach Approach 3.3.Tips and Tricks Tips and TricksTips and Tricks 3.4. Experts in Franchising Experts in FranchisingExperts in Franchising

29. 3. Definition Franchising Source: WIPO www.wipo.int www.wipo.int The principle function of a trademark or service mark is to distinguish the goods and services of one enterprise from that of another, thereby often identifying the source and making an implied reference to quality and reputation. This function is to some extent prejudiced if the trademark owner licenses another enterprise to use the trademark through a trademark license agreement. Therefore, the trademark owner is well advised, and often by law or contract required, to maintain a close connection with the licensee to ensure that the quality standards are maintained so that the consumer is not deceived. www.deepcom.eu 3

30. Through a franchise agreement the owner of certain technical or other expertise who has usually gained a reputation in connection with the use of a trade or service mark (the franchiser) may team up with another enterprise (franchisee) who will bring in expertise of his own or financial resources to provide goods or services directly to the consumer. The franchiser will ensure, through the supply of technical and management skills, that the franchisee maintains the quality and other standards in relation to the use of the trade or service mark which often require certain standardized features like, for example, a uniform trade dress. 3

31. (Links to relevant laws) 3.1. Legal Framework (Links to relevant laws) As with licensing the legal framework of Franchising is determined by the countries concerned (usually the licensers country). Based on National laws and specific regulations concerning licensing partners have to come to an agreement, which in general terms has to be documented in written form. In some countries the agreement or contract has to be drafted by a lawyer and signed in the presence of a legal representative of the National law system. This has to be clarified before the agreement or contact should be signed. www.deepcom.eu 3

32. 3.2. Approach www.deepcom.eu 3

33. 3.3. Tips and Tricks Tip1: Decision about Intellectual Property It is important to know about… It is important to know about… So that in the course of a project the consortium has to make a decision, regarding the assignment of intellectual property. This allows several variations: www.deepcom.eu Moral Rights Property Rights Property Rights The validity of the Rights ProtectingSoftware Intellectual Property 3

34. Option 1: The intellectual property belongs to the entire team on common ground (Master License) In this case a common business model is developed, on which the franchise system is base upon. Partners can be Master franchisees of their country or language area: rules of European or international licensing apply. - Therefore the relevant national licensing rights are applicable. Advantage: there is more clarity regarding the use and the agreement is clear cut for partners (i.e, less negotiation and discussion about responsibilities, rights and income distribution). In addition, this Master Franchise can include permission for the allocation of further sub-licenses. www.deepcom.eu 3

35. Option 2: The intellectual property belongs to the co-ordinator (Master Franchiser) but at the same time partners can receive a Country Master-Franchise license for their home country or language area - the relevant national laws apply. Advantage: there is more clarity regarding the use and the agreement is clear cut for partners (i.e., less negotiation and discussions about the responsibilities, rights and income distribution). In addition, this license can include permission for the allocation of further Franchise. www.deepcom.eu 3

36. Option 3: All partners have the right to exploit the intellectual property in their language area or in their home country. In this case exist, according to the agreement between the partners, multiple Franchise systems. If there are points which are not regulated in the partner agreement, there may disputes arise between partners. www.deepcom.eu 3

37. Option 4: The intellectual property belongs to the entire team on common ground (Master Franchise) In this case it might be advisable to found a company e.g. EWIF. For the event of no partner "acquiring" a sub-license, the Franchise can be assigned to third parties (but also to one of the former partners) either with an (global or limited geographical) area. In this case, the rules of the European (or international) license law or the law of the legal seat (country) of the company (EWIF) are applied. www.deepcom.eu 3

38. Tip 2: Reporting obligations of the Franchisee For the Franchise giver an appropriate single source of information is required and should report on the success of the Franchisee. In the agreement, appropriate guidelines regarding reporting requirements and rights of access to the requested documents is to be included in the Franchise agreement. www.deepcom.eu Tip 3: Quality Standards and Testing Any standard franchise agreement should specify the Franchiser's quality standards and the rules for checking, respectively testing compliance with these standards. 3

39. Tip 4: End of contract The rules for termination of a Franchise agreement should, next to expiry date, and death / bankruptcy of a partner', also contain agreements concerning breach of contract and contractual obligations (e.g. reporting requirements, quality and accounting standards). www.deepcom.eu Tip 5: Contract Extension The Franchise agreement may include conditions for a contractual extension (e.g. breach of contractual obligations prevents extension). Tip 6: Franchising Strategy Before a Franchise agreement is mapped out, the Franchisor must develop a clear agenda, what should be achieved with the Franchising model. I.e. to develop a strategy before starting (vision / mission, objectives of the Franchisor regarding Franchising and its success, ways of implementation, and the time horizon). 3

40. 3.4. Experts in Franchising In each European country experts for licensing can be identified. For the partner countries of DEEP.Com some experts have been listed in the country licensing reports written in the National language of those. Licensing reports are available for Austria, Bulgaria, Czech Republic, France, Germany, Italy, Netherlands and UK www.deepcom.eu 3

41. See national websites for more information on financing and funding for Austria, Bulgaria, Czech Republic, France, Germany, Italy, Netherlands and UK. Check out European websites e.g. http://ec.europa.eu/small-business/funding-partners-public/finance/index_en.htm www.deepcom.eu

42. 5. Associations & Organisations 5.1. WTO – World Trade Organisation WTO – World Trade OrganisationWTO – World Trade Organisation 5.2.WIPO – The World Intellectual Property Organisation WIPO – The World Intellectual Property OrganisationWIPO – The World Intellectual Property Organisation 5.3.European Commission European CommissionEuropean Commission 5.4. LESI - Licensing Executives Society International LESI - Licensing Executives Society InternationalLESI - Licensing Executives Society International

43. 5.1. WTO – World Trade Organisation http://www.wto.org/index.htm Trade negotiations - Implementation and monitoring - Dispute settlement - Building trade capacity – Outreach. The WTO is run by its member governments. All major decisions are made by the membership as a whole, either by ministers (who usually meet at least once every two years) or by their ambassadors or delegates (who meet regularly in Geneva). www.deepcom.eu 5

44. 5.2. WIPO – The World Intellectual Property Organisation http://www.wipo.int/portal/index.html.en The World Intellectual Property Organization (WIPO) is an international organization dedicated to ensuring that the rights of creators and owners of intellectual property are protected worldwide, and that inventors and authors are thus recognized and rewarded for their ingenuity. www.deepcom.eu 5

45. 5.3. European Commission http://ec.europa.eu/internal_market/copyright/index_en.htm The European Commission is also responsible for conducting negotiations on industrial and intellectual property within World Intellectual Property Organisation (WIPO) (e.g. audiovisual, broadcasting, resale right, databases, etc.), for participating in the relevant WIPO General Assemblies, and for contributing to the work of other international for a on IPR related matters with a view to ensuring adequate protection of intellectual property rights (IPR) internationally. www.deepcom.eu 5

46. 5.4. LESI - Licensing Executives Society International http://www.lesi.org/ LESI is an association of 27 national societies, composed of people having an interest in the transfer of technology, or licensing of intellectual property rights. www.deepcom.eu 5

47. 6. Legal Disclaimer Legal DisclaimerLegal Disclaimer

48. www.deepcom.eu 6. Legal Disclaimer 1.Content The author and the project partners of DEEP.Com reserve the right not to be responsible for the topicality, correctness, completeness or quality of the information provided. Liability claims against the author or the project partners of DEEP.Com regarding damage caused by the use of any information provided, including any kind of information which is incomplete or incorrect, will therefore be rejected. All offers are not-binding and without obligation. Parts of the pages or the complete publication including all offers and information might be extended, changed or partly or completely deleted by the author and the project partners of DEEP.Com without separate announcement.

49. www.deepcom.eu 2. Referrals and links The author and the project partners of DEEP.Com are not responsible for any contents linked or referred to from his pages - unless they have full knowledge of illegal contents and would be able to prevent the visitors of his site from viewing those pages. The author and the project partners of DEEP.Com declare that at the time of linkage the addressed pages did not show any illegal or harmful contents. The author and the project partners of DEEP.Com do not have any influence on the current and future design and content of pages linked with this paper. If any damage occurs by the use of information presented there, only the author of the respective pages might be liable, not the one who has linked to these pages. Furthermore the author and the project partners of DEEP.Com are not liable for any postings or messages published by users of discussion boards, guest books or mailing lists provided on his page.

50. www.deepcom.eu 3. Copyright The author and the project partners of DEEP.Com intended not to use any copyrighted material for the publication or, if not possible, to indicate the copyright of the respective object. The copyright for any material created by the author is reserved. Any duplication or use of objects such as images, diagrams, or texts in other electronic or printed publications is not permitted without the author's agreement. Should the respective pages still show unmarked, but by copy right protected diagrams, or text,the copyright couldnot be determined by the author. In the event of such inadvertent unintentional copyright violation the author will remove the object after notification from its publication or indicate the appropriate copyright.

51. www.deepcom.eu 4. Legal validity of this disclaimer DEEP.Com Dissemination and Exploitation of EU-Projects: Transition to Commercialisation 511705-LLP-1-2010-1-AT-KA4-KA4MP This disclaimer is to be regarded as part of the internet publication which you were referred from. If sections or individual terms of this statement are not legal or correct, the content or validity of the other parts remain uninfluenced by this fact.

52. This project has been funded with support from the European Commission. This publication reflects the views only of the author, and the Commission cannot be held responsible for any use which may be made of the information contained therein. may be made of the information contained therein. www.deepcom.eu Written by: Ingrid Wagenhofer, The Business Club AUSTRIALIAIngrid Wagenhofer The Business Club AUSTRIALIA Presentation developed by: Luisa Ardizzone, CESIELuisa ArdizzoneCESIE