Mindfields contracts: respectable partnership of developers and enterprises
Hi, Habr!
We are pleased to present you another article about the work of our service, and we will start it with good news.
At the StartUp Show in March 2016, Mindfields service was recognized as the best among the participants and was awarded an award from Alibaba Russia CEO Mark Zavadsky. A video of our performance is available in Mindfields:
Vkontakte: vk.com/mindfields_ru
Facebook: www.facebook.com/mindfields.ru
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Also, our service takes the first modest, but effective steps in helping developers and manufacturing companies: some time ago, the first joint project of developers and an enterprise producing equipment for one of the operations in the repair of oil wells started. More in our news mindfields.ru/news/3 .
Today we want to talk about some of the details of the work of our service and what we have done to ensure that transactions on the site are reliable and safe. This is the first article in a small series on the legal aspects of cooperation between companies and developers at Mindfields.
Mindfields priority is convenient and legally secure interaction between developers and enterprises. The relationship between the author of the development and the enterprise is quite delicate and the trusting partnership requires time and effective protection tools. The civilized life of society and the interaction of people are largely based on law and the observance of laws. In the sphere of civil (business) relations, the law ensures the functioning of the institution of contracts with its main principle:
The law and the contract cannot physically protect us from an offense and violation of obligations, just like nothing else in the world will provide an unconditional barrier to violations of our rights. But they provide an opportunity to restore the violated rights through state coercion to the offender. The contract allows to designate rights and obligations, thereby obliging the partner to comply with them voluntarily; and in the case of non-compliance, ensure the possibility of legal protection.
Adherence to the principle of pacta sunt servanda (contracts must be respected) and respect for its valuable and beneficial significance for society led us to build a system of contracts for the joint implementation of projects in Mindfields.
Our service makes it easy to draw up the necessary contracts that protect both the developer and the enterprise.
The main Mindfields functionality for interaction between the parties is the “Projects” section, designed to discuss projects and exchange materials. It is in this section, the developer and the company can draw up contracts.
The project implementation can be accompanied by two types of contracts:
Mindfields offers carefully prepared draft contracts . They are formed specifically for developer and enterprise relationships; as a result, they describe in detail the interaction of the parties and protect them in a balanced way.
Relations related to the results of intellectual activity are governed by Section VII of the Civil Code of the Russian Federation “Rights to the results of intellectual activity and means of individualization”. The system of contracts for Mindfields is based on the list of results of intellectual activity, fixed in this section. The terms of the contracts comply with the provisions of the legislation of the Russian Federation and in particular the norms of the Civil Code of the Russian Federation.
The interaction of the developer and the company begins with the proposal to jointly implement the project. For the developer at this stage it is important to be sure that the secrets of its development will not be disclosed and will not take advantage of the invention without his participation.
Mindfields promotes the fair and legitimate use of intellectual property.
To protect the idea at the stage of discussion with the company will help agreement on confidentiality and guarantees of copyright. Its main tasks are:
The developer’s project is the result of his intellectual activities in other words, his intellectual property (provided that the project meets the requirements of section VII of the Civil Code). The developer owns the rights to his project, the key of which are:
By the way, the idea does not have to relate to patentable objects (invention, industrial design, useful model). For example, a significant amount of development may be the secret of production (know-how), which is also intellectual property, but does not require state registration (patent obtaining) provided for patented objects.
The terms of the agreement reinforce the recognition by the parties that the developer’s project is the result of his intellectual activity (intellectual property) and, accordingly, that the developer is the author of the project and he has an exclusive right. Thus, the parties initially recognized and consolidated the fact that they are dealing with intellectual property, therefore, the company must comply with the relevant provisions of the Civil Code of the Russian Federation. So, in the event of a conflict, the developer does not have to prove that their relations are in the field of intellectual property and are governed in particular by section VII of the Civil Code (“Rights to the results of intellectual activity and means of individualization”). The company, in turn, will not be able to refer to the fact that it did not know that the project of the developer is the result of intellectual activity, and the norms of the law on intellectual property should not be applied to their relations. Thus, the confidentiality agreement draws on the side of the developer of the guarantee of legislation on rights to the results of intellectual activity.
The agreement states that any information transmitted by the developer to the enterprise about the project is confidential and is protected by the agreement. An enterprise must follow simple but important rules ( clause 3.4 of the agreement ):
Observance by the enterprise of confidentiality of information does not in itself ensure that it does not use the knowledge of the project and does not implement it without the participation and consent of the developer. Of course, such actions are prohibited by law. Article 1229 of the Civil Code of the Russian Federation establishes that persons who do not have an exclusive right to the result of intellectual activity cannot use it without the consent of the copyright holder. Protection of exclusive rights is provided by article 1252 of the Civil Code of the Russian Federation, which establishes one of the methods of protection for claiming damages (real damage and lost profits).
The terms of the confidentiality agreement on Mindfields are also aimed at eliminating unfair actions on the part of the enterprise, to which the developer sends materials about the project. The company is prohibited to use the project information for commercial and other purposes outside the framework of cooperation with the developer, i.e. without the participation or consent of the developer ( clause 3.7 of the agreement ). In the event of a violation, the developer has the right to recover from the enterprise not only losses, but also all property created as a result of using information about the project, as well as income received.
Perhaps you have a question: why conclude a confidentiality agreement for Mindfields, if the Civil Code contains the necessary bans and sanctions aimed at protecting developers and their projects? How can an agreement help if it doesn't protect the law? How does the agreement stop someone who intends to steal a good developer project?
to be continued ...
Cooperate to create and create!
We are pleased to present you another article about the work of our service, and we will start it with good news.
At the StartUp Show in March 2016, Mindfields service was recognized as the best among the participants and was awarded an award from Alibaba Russia CEO Mark Zavadsky. A video of our performance is available in Mindfields:
Vkontakte: vk.com/mindfields_ru
Facebook: www.facebook.com/mindfields.ru
')
Also, our service takes the first modest, but effective steps in helping developers and manufacturing companies: some time ago, the first joint project of developers and an enterprise producing equipment for one of the operations in the repair of oil wells started. More in our news mindfields.ru/news/3 .
Today we want to talk about some of the details of the work of our service and what we have done to ensure that transactions on the site are reliable and safe. This is the first article in a small series on the legal aspects of cooperation between companies and developers at Mindfields.
Mindfields priority is convenient and legally secure interaction between developers and enterprises. The relationship between the author of the development and the enterprise is quite delicate and the trusting partnership requires time and effective protection tools. The civilized life of society and the interaction of people are largely based on law and the observance of laws. In the sphere of civil (business) relations, the law ensures the functioning of the institution of contracts with its main principle:
contracts must be respected
(pacta sunt servanda).
The law and the contract cannot physically protect us from an offense and violation of obligations, just like nothing else in the world will provide an unconditional barrier to violations of our rights. But they provide an opportunity to restore the violated rights through state coercion to the offender. The contract allows to designate rights and obligations, thereby obliging the partner to comply with them voluntarily; and in the case of non-compliance, ensure the possibility of legal protection.
Adherence to the principle of pacta sunt servanda (contracts must be respected) and respect for its valuable and beneficial significance for society led us to build a system of contracts for the joint implementation of projects in Mindfields.
Our service makes it easy to draw up the necessary contracts that protect both the developer and the enterprise.
The main Mindfields functionality for interaction between the parties is the “Projects” section, designed to discuss projects and exchange materials. It is in this section, the developer and the company can draw up contracts.
The project implementation can be accompanied by two types of contracts:
- confidentiality and copyright agreement
- agreement aimed at the implementation of the project (cooperation agreement).
Mindfields offers carefully prepared draft contracts . They are formed specifically for developer and enterprise relationships; as a result, they describe in detail the interaction of the parties and protect them in a balanced way.
Relations related to the results of intellectual activity are governed by Section VII of the Civil Code of the Russian Federation “Rights to the results of intellectual activity and means of individualization”. The system of contracts for Mindfields is based on the list of results of intellectual activity, fixed in this section. The terms of the contracts comply with the provisions of the legislation of the Russian Federation and in particular the norms of the Civil Code of the Russian Federation.
Confidentiality and Attorney Agreement
The interaction of the developer and the company begins with the proposal to jointly implement the project. For the developer at this stage it is important to be sure that the secrets of its development will not be disclosed and will not take advantage of the invention without his participation.
Mindfields promotes the fair and legitimate use of intellectual property.
To protect the idea at the stage of discussion with the company will help agreement on confidentiality and guarantees of copyright. Its main tasks are:
- secures recognition by the enterprise of the authorship of the developer in relation to the project
- forbids the company to disclose information about the project developer
- Prohibits the company to use knowledge about the project without the participation of the developer.
Developer Recognition
The developer’s project is the result of his intellectual activities in other words, his intellectual property (provided that the project meets the requirements of section VII of the Civil Code). The developer owns the rights to his project, the key of which are:
- copyright
- exclusive right (the right to use and dispose of the project).
By the way, the idea does not have to relate to patentable objects (invention, industrial design, useful model). For example, a significant amount of development may be the secret of production (know-how), which is also intellectual property, but does not require state registration (patent obtaining) provided for patented objects.
The terms of the agreement reinforce the recognition by the parties that the developer’s project is the result of his intellectual activity (intellectual property) and, accordingly, that the developer is the author of the project and he has an exclusive right. Thus, the parties initially recognized and consolidated the fact that they are dealing with intellectual property, therefore, the company must comply with the relevant provisions of the Civil Code of the Russian Federation. So, in the event of a conflict, the developer does not have to prove that their relations are in the field of intellectual property and are governed in particular by section VII of the Civil Code (“Rights to the results of intellectual activity and means of individualization”). The company, in turn, will not be able to refer to the fact that it did not know that the project of the developer is the result of intellectual activity, and the norms of the law on intellectual property should not be applied to their relations. Thus, the confidentiality agreement draws on the side of the developer of the guarantee of legislation on rights to the results of intellectual activity.
Prohibition of disclosure
The agreement states that any information transmitted by the developer to the enterprise about the project is confidential and is protected by the agreement. An enterprise must follow simple but important rules ( clause 3.4 of the agreement ):
- keep confidential information received; not disclose it to other persons;
- handle information no less carefully than it treats its confidential information;
- ensure the confidentiality of information about the project by its employees.
Prohibition of using knowledge about a project without a developer
Observance by the enterprise of confidentiality of information does not in itself ensure that it does not use the knowledge of the project and does not implement it without the participation and consent of the developer. Of course, such actions are prohibited by law. Article 1229 of the Civil Code of the Russian Federation establishes that persons who do not have an exclusive right to the result of intellectual activity cannot use it without the consent of the copyright holder. Protection of exclusive rights is provided by article 1252 of the Civil Code of the Russian Federation, which establishes one of the methods of protection for claiming damages (real damage and lost profits).
The terms of the confidentiality agreement on Mindfields are also aimed at eliminating unfair actions on the part of the enterprise, to which the developer sends materials about the project. The company is prohibited to use the project information for commercial and other purposes outside the framework of cooperation with the developer, i.e. without the participation or consent of the developer ( clause 3.7 of the agreement ). In the event of a violation, the developer has the right to recover from the enterprise not only losses, but also all property created as a result of using information about the project, as well as income received.
What is it all for?
Perhaps you have a question: why conclude a confidentiality agreement for Mindfields, if the Civil Code contains the necessary bans and sanctions aimed at protecting developers and their projects? How can an agreement help if it doesn't protect the law? How does the agreement stop someone who intends to steal a good developer project?
to be continued ...
Cooperate to create and create!
Source: https://habr.com/ru/post/304178/
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