INTELLECTUAL RIGHTS GRANT POLICY
IT IS PREVIOUSLY EXPOSED AS FOLLOWS:
CREATIVE GEOSENSING (hereinafter the "Service Provider ") has as its object, on its own behalf or on behalf of others (" Client "), in Belgium and abroad, all operations relating to IT consulting activities, engineering (particularly geodesic) and architecture. The Company develops innovative methods for the geometric auscultation of civil engineering works, for positioning based on astronomy and positional geodesy, or even geodesic methods for verifying proofs. On the other hand, it designs the architecture of digital geometric surveillance systems. It generally develops a variety of software enabling the devices it sells to its customers to operate (hereinafter the “ Activity ”).
Within the framework of the exercise of the Activity, and in particular within the framework of specific missions entrusted by the Client, the Service Provider is in particular required to create, alone or in collaboration with others, works (hereinafter the “ Works ”, see definition in article 1.0.2) protected by Book XI of the Code of Economic Law. Therefore, only the Service Provider and any co-authors have the right to reproduce and communicate the said Works to the public.
The purpose of this policy for the granting of intellectual rights is to regulate the terms and conditions for the granting of intellectual rights encumbering the Works to the Customer, to enable him to exploit the said Works that he has ordered in perfect legal security.
Within the framework of the exercise of the Activity, and in particular within the framework of specific missions entrusted by the Client, the Service Provider is in particular required to create, alone or in collaboration with others, works (hereinafter the “ Works ”, see definition in article 1.0.2) protected by Book XI of the Code of Economic Law. Therefore, only the Service Provider and any co-authors have the right to reproduce and communicate the said Works to the public.
The purpose of this policy for the granting of intellectual rights is to regulate the terms and conditions for the granting of intellectual rights encumbering the Works to the Customer, to enable him to exploit the said Works that he has ordered in perfect legal security.
WHEREOF IT IS PROVIDED AS FOLLOWS:
Article 1 – Grant of copyright
1.0. – Definitions
1.0.1. " Intellectual Property Rights " means, without limitation, copyright as protected by Book XI, Title 5 of the Code of Economic Law, neighboring rights, trademark rights, rights concerning the legal protection of computer programs and any other intellectual or other property rights, present and future, subsisting anywhere in the world;
1.0.2. “ Works ” designates all productions in the literary, scientific and artistic domain, whatever the mode or form of expression such as: books, brochures and other writings; lectures, addresses, sermons and other works of the same nature; dramatic or dramatico -musical works; choreographic works and pantomimes; musical compositions with or without words; cinematographic works, to which are assimilated works expressed by a process analogous to cinematography; works of drawing, painting, architecture, sculpture, engraving, lithography; photographic works, to which are assimilated works expressed by a process analogous to photography; works of applied art; illustrations, maps; plans, sketches and plastic works relating to geography, topography, architecture or science; the systems, programs, software (both object codes and source codes), databases, documents, drawings, plans, models, and any other work that the Service Provider has created, developed or produced, or will create, develop or produce, alone or in combination with others;
1.0.3. “ Fee ” means the fees paid by the Client to the Service Provider, as defined in article 1.4.
1.1. – Concession of economic rights
As part of the pursuit of its Activity, and as set out in the preamble, the Service Provider will in particular be required to create, alone or in collaboration with others, Works protected by Intellectual Property Rights (in particular copyright ) in accordance with Book XI of the Code of Economic Law. Under Article XI.170 CRC, the original copyright holder is the natural person who created the Work . The exploitation of the Work by a third party, in particular by the Client, therefore requires the authorization of the Service Provider as well as any co-authors.
Therefore, the Service Provider grants, within the limits provided for by law, to the Client, all the economic rights as set out in Article XI.165 of the Code of Economic Law which it holds on the Works it has created, alone or in collaboration with others, as well as on future Works that he will be required to create, alone or in collaboration with others, within the framework of the missions entrusted to him by the Client. These Works consist in particular of graphic works (photos and videos), computer programs, other literary works and more generally any Works that the Service Provider will be required to create on behalf of the Client.
The concession includes the rights of communication to the public, of exploitation, of integration in whole or in part, with or without modification of the interfaces, of direct, indirect broadcasting or by any electronic, telecommunication, satellite means and on any present and to come, in particular paper, electronic, magnetic, disc, network, diskette, DVD, CD, CDI, on line and off line.
Therefore, the Customer may:
The concession does not include the rights of correction, development, monitoring, maintenance, adaptation, translation, marketing, publishing, transcription, rental or loan, arrangement or any other transformation of all the elements transferred in compliance with the moral rights of the Service Provider.
The rights defined above are also granted on the documentation associated with specific developments. The concession covers all specific developments in all their versions, whether completed or unfinished.
This concession also covers updates and new versions of the Works.
The concession does not apply to works produced outside this framework. The concession is subject to strict compliance by the Customer with the conditions set out in this article.
The Customer is not authorized to assign or grant all or part of the property rights that he has acquired by this policy of granting intellectual rights. The Customer will remain bound by its obligation to pay the Fee set out in article 1.4. and must ensure at all times that the moral rights of the Service Provider are respected.
1.2. – Exercise of moral rights
The Service Provider does not waive the exercise of its moral rights over the Works.
It also does not authorize the Customer to make or have made any modifications to the Works.
1.3. Duration and scope of the concession of economic rights
The concession of the economic rights related to the Works intervenes for all the duration of the protection of these by the copyright in accordance with Book XI of the Code of economic law.
It is granted for the exploitation of the Works on the world territory.
The concession of the Service Provider's property rights comes into force on the date of payment, by the Client, of the Fee provided for in Article 1.4, and applies to the Works created since that date as part of a collaboration with a Client.
1.4. Consideration for the concession of property rights (Royalty)
In return for the concession of the property rights to the Client, thirty percent ( 30% ) of the total amount appearing on each invoice (excluding VAT) sent by the Service Provider to the Client, and established in accordance with the agreements between the Parties, will be paid by the Client to the as a Royalty, the remaining seventy percent (70%) forming consideration for the technical and material services provided by the Service Provider.
The lack of distinction between the part remunerating the concession of copyright up to thirty percent ( 30% ), and that relating to the material services themselves, in the documents which have been drawn up by the Service Provider for its Customers, has no impact on the perfect application of the preceding paragraph in particular, and of this policy of concession of intellectual rights in general.
In the event of late payment of more than one month, the Service Provider shall be due, automatically and without prior notice, interest of twelve percent ( 12% ) per year calculated on all sums still due on that date . .
1.5. - Guarantee
The Service Provider guarantees to be the author or co-author of the Works, that it is an original creation, that it has not used or incorporated any part of a pre-existing protected work without being duly authorized to do so. He guarantees to be the original holder or the original co-holder of the copyright on the Works, to have retained full control of his rights so that he is perfectly authorized to proceed with this concession.
The Service Provider guarantees that it is the holder of the transferred rights and guarantees the Client against all claims that third parties may assert due to the use of the Works by the Client or his successors in title. The Service Provider undertakes to take up the cause of the Client if his right of ownership over the rights transferred should be contested.
It is the Service Provider's responsibility to fulfill its tax obligations to declare and liquidate the tax due on the Fees collected.
1.6. – Interpretation
The provisions of this intellectual property licensing policy are strictly interpreted, in accordance with article XI.167 of the Code of Economic Law.
In case of doubt as to the interpretation of one of the clauses of this document, it must be interpreted in the direction most favorable to the author.
Article 2 – General provisions
2.1 – Notices
Any notifications that must be made hereunder, from one party to the other, may be made by electronic mail.
These notices will take effect on the first business day after they are sent.
2.2. – Disputes
All disputes relating to this intellectual property concession policy, in particular its validity, interpretation, execution and resolution, will be resolved by the courts of the judicial district of Dinant.
2.3 – Integrity of the Concession Policy and Nullity of a provision
This Intellectual Property Grant Policy represents the entire agreement between the Parties with respect to the subject matter to which it relates. It replaces, supplants and cancels all agreements, conventions, communications, proposals or correspondence, verbal or written, exchanged or concluded previously between the Parties and relating to the same subject. Any modification or amendment to this intellectual property rights concession policy must be made in specific writing signed by the Parties.
In the event that an article or one of the provisions hereof is declared invalid by a competent court, this invalidity will not affect the other provisions or articles of this document which will remain valid.
2.4 - Applicable law
Belgian law is applicable to this intellectual property licensing policy.
January 1 , 2018 version
1.0. – Definitions
1.0.1. " Intellectual Property Rights " means, without limitation, copyright as protected by Book XI, Title 5 of the Code of Economic Law, neighboring rights, trademark rights, rights concerning the legal protection of computer programs and any other intellectual or other property rights, present and future, subsisting anywhere in the world;
1.0.2. “ Works ” designates all productions in the literary, scientific and artistic domain, whatever the mode or form of expression such as: books, brochures and other writings; lectures, addresses, sermons and other works of the same nature; dramatic or dramatico -musical works; choreographic works and pantomimes; musical compositions with or without words; cinematographic works, to which are assimilated works expressed by a process analogous to cinematography; works of drawing, painting, architecture, sculpture, engraving, lithography; photographic works, to which are assimilated works expressed by a process analogous to photography; works of applied art; illustrations, maps; plans, sketches and plastic works relating to geography, topography, architecture or science; the systems, programs, software (both object codes and source codes), databases, documents, drawings, plans, models, and any other work that the Service Provider has created, developed or produced, or will create, develop or produce, alone or in combination with others;
1.0.3. “ Fee ” means the fees paid by the Client to the Service Provider, as defined in article 1.4.
1.1. – Concession of economic rights
As part of the pursuit of its Activity, and as set out in the preamble, the Service Provider will in particular be required to create, alone or in collaboration with others, Works protected by Intellectual Property Rights (in particular copyright ) in accordance with Book XI of the Code of Economic Law. Under Article XI.170 CRC, the original copyright holder is the natural person who created the Work . The exploitation of the Work by a third party, in particular by the Client, therefore requires the authorization of the Service Provider as well as any co-authors.
Therefore, the Service Provider grants, within the limits provided for by law, to the Client, all the economic rights as set out in Article XI.165 of the Code of Economic Law which it holds on the Works it has created, alone or in collaboration with others, as well as on future Works that he will be required to create, alone or in collaboration with others, within the framework of the missions entrusted to him by the Client. These Works consist in particular of graphic works (photos and videos), computer programs, other literary works and more generally any Works that the Service Provider will be required to create on behalf of the Client.
The concession includes the rights of communication to the public, of exploitation, of integration in whole or in part, with or without modification of the interfaces, of direct, indirect broadcasting or by any electronic, telecommunication, satellite means and on any present and to come, in particular paper, electronic, magnetic, disc, network, diskette, DVD, CD, CDI, on line and off line.
Therefore, the Customer may:
- communicate the Works to the public by any means whatsoever, including by making them available to the public so that everyone can access them from the place and at the time that they individually choose;
- extract and/or reuse all or part, qualitatively or quantitatively substantial, of the content of the Works as well as extract and/or reuse in a repeated and systematic manner the non-substantial parts of the content of the Works which are in conformity with the normal exploitation of these and do not cause undue prejudice to the legitimate interests of the Service Provider.
The concession does not include the rights of correction, development, monitoring, maintenance, adaptation, translation, marketing, publishing, transcription, rental or loan, arrangement or any other transformation of all the elements transferred in compliance with the moral rights of the Service Provider.
The rights defined above are also granted on the documentation associated with specific developments. The concession covers all specific developments in all their versions, whether completed or unfinished.
This concession also covers updates and new versions of the Works.
The concession does not apply to works produced outside this framework. The concession is subject to strict compliance by the Customer with the conditions set out in this article.
The Customer is not authorized to assign or grant all or part of the property rights that he has acquired by this policy of granting intellectual rights. The Customer will remain bound by its obligation to pay the Fee set out in article 1.4. and must ensure at all times that the moral rights of the Service Provider are respected.
1.2. – Exercise of moral rights
The Service Provider does not waive the exercise of its moral rights over the Works.
It also does not authorize the Customer to make or have made any modifications to the Works.
1.3. Duration and scope of the concession of economic rights
The concession of the economic rights related to the Works intervenes for all the duration of the protection of these by the copyright in accordance with Book XI of the Code of economic law.
It is granted for the exploitation of the Works on the world territory.
The concession of the Service Provider's property rights comes into force on the date of payment, by the Client, of the Fee provided for in Article 1.4, and applies to the Works created since that date as part of a collaboration with a Client.
1.4. Consideration for the concession of property rights (Royalty)
In return for the concession of the property rights to the Client, thirty percent ( 30% ) of the total amount appearing on each invoice (excluding VAT) sent by the Service Provider to the Client, and established in accordance with the agreements between the Parties, will be paid by the Client to the as a Royalty, the remaining seventy percent (70%) forming consideration for the technical and material services provided by the Service Provider.
The lack of distinction between the part remunerating the concession of copyright up to thirty percent ( 30% ), and that relating to the material services themselves, in the documents which have been drawn up by the Service Provider for its Customers, has no impact on the perfect application of the preceding paragraph in particular, and of this policy of concession of intellectual rights in general.
In the event of late payment of more than one month, the Service Provider shall be due, automatically and without prior notice, interest of twelve percent ( 12% ) per year calculated on all sums still due on that date . .
1.5. - Guarantee
The Service Provider guarantees to be the author or co-author of the Works, that it is an original creation, that it has not used or incorporated any part of a pre-existing protected work without being duly authorized to do so. He guarantees to be the original holder or the original co-holder of the copyright on the Works, to have retained full control of his rights so that he is perfectly authorized to proceed with this concession.
The Service Provider guarantees that it is the holder of the transferred rights and guarantees the Client against all claims that third parties may assert due to the use of the Works by the Client or his successors in title. The Service Provider undertakes to take up the cause of the Client if his right of ownership over the rights transferred should be contested.
It is the Service Provider's responsibility to fulfill its tax obligations to declare and liquidate the tax due on the Fees collected.
1.6. – Interpretation
The provisions of this intellectual property licensing policy are strictly interpreted, in accordance with article XI.167 of the Code of Economic Law.
In case of doubt as to the interpretation of one of the clauses of this document, it must be interpreted in the direction most favorable to the author.
Article 2 – General provisions
2.1 – Notices
Any notifications that must be made hereunder, from one party to the other, may be made by electronic mail.
These notices will take effect on the first business day after they are sent.
2.2. – Disputes
All disputes relating to this intellectual property concession policy, in particular its validity, interpretation, execution and resolution, will be resolved by the courts of the judicial district of Dinant.
2.3 – Integrity of the Concession Policy and Nullity of a provision
This Intellectual Property Grant Policy represents the entire agreement between the Parties with respect to the subject matter to which it relates. It replaces, supplants and cancels all agreements, conventions, communications, proposals or correspondence, verbal or written, exchanged or concluded previously between the Parties and relating to the same subject. Any modification or amendment to this intellectual property rights concession policy must be made in specific writing signed by the Parties.
In the event that an article or one of the provisions hereof is declared invalid by a competent court, this invalidity will not affect the other provisions or articles of this document which will remain valid.
2.4 - Applicable law
Belgian law is applicable to this intellectual property licensing policy.
January 1 , 2018 version
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CREATIVE GEOSENSING SRL
Rue du Tienne de Mont, 11 5530 MONT, YVOIR (NAMUR) Belgique, Europe Tel. +32 (0)81 41 36 57 Mobile. +32 (0)474 98 61 93 [email protected] |