Intellectual Property Policy

Intellectual Property Policy

OnEMi Technology Solutions Private Limited(the 'Company') has an efficient Intellectual Property Policy and Intellectual Property Management guidelines (Collectively referred to as 'IP Policy', hereinafter) in place basically to maintain absolute clarity on IPR related issues such as ownership, rights and obligation of employees and Company, rights and obligations of customers and Company, disclosure of work/ invention, non-disclosure of confidential information, liabilities in case of misappropriation of IP or resolution of IP related disputes strategically.

Intellectual property (IP) is one of our most valuable assets. We rely on various types of intellectual property (such as trademarks, patents, copyrights, trade secrets, domain names, design rights) for our success in the market. IP helps us stay competitive, allows us to fund future successes, and supports each of our jobs at the Company. The Company has a consistent policy of identification of Company's intangible assets, prioritizing them according to Company's business plans, registering, exploiting and safeguarding them in order to benefit fully from IP in terms of revenue, reputation and market share. The Company's IP Policy also envisages protection and management of its own IP well, internally and with its business partners. We also want to respect the IP of others as we develop our products and services, run our business, and work with business partners.

For clarifications, the term Company wherever used under this IP policy, shall include its Subsidiaries and Affiliates.

1. Purpose

The Company has adopted this Policy in order to protect its own IP and minimize the possibility of infringement of Intellectual Property rights of the Company and the third Parties. This IP Policy aims to provide transparent administrative system for the ownership, control and transfer of the IP created and owned by the Company.

2. Applicability

This IP Policy is applicable to all the employees, representatives and agents of the Company including its Subsidiaries and Affiliates.

3. Policies, procedures, and records

Company shall respect intellectual property (IP) and conduct its business in compliance with the IP-related laws as applicable in the jurisdiction of Republic of India and its agreements with other companies.

Company shall actively protect its own IP.

Company shall maintain an effective system of IP asset management, including maintaining an inventory and records of IP-related assets and agreements.

Company shall not knowingly infringe a third party's intellectual property in its products, services, or components, or disclose or use a third party's trade secrets without the express or implied consent of the owner or as permitted by law.

Company shall not knowingly purchase or use counterfeit or other infringing goods and services in running its business, including counterfeit trademark goods or infringing copyright material (such as software, publications, video, audio, or other content).

Company shall document and maintain written records of all substantial transactions and uses that involve the exercise of IP rights. (This includes, for example, licenses or assignments of rights; manufacture, reproduction or distribution of patented, trademarked or copyrighted items; and disclosure and use of trade secrets.)

Company shall require, through binding policies or agreements with employees and contractors that its personnel comply with the applicable IP laws and the Company's IP policies and IP-related provisions in agreements with other companies.

Company shall develop and implement a management system to help ensure that all personnel follow its IP policies. This management system shall encompass all IP-related policies, procedures and adequate and accurate records necessary to implement, measure, and improve Company's IP protection and compliance program.

4. IP compliance team

Company's IP protection and management shall be implemented through a cross-functional compliance team, overseen by a Director or CFO of the Company or designated senior management. The said compliance team may appoint or engage any advocate or expert from within and/or outside the Company to seek their opinion in carrying out their responsibilities as stated under this IP Policy.

5. Scope and quality of risk assessment

Company shall include in its risk assessment of new products, services, and business opportunities, any relevant IP protection risks.

6. Management of business partners:

Company shall require its business partners to conduct their arrangements with the Company in accordance with Company's relevant IP protection policies.

Company shall conduct initial risk assessment and due diligence on all prospective business partners, which shall include an assessment of such companies' IP protection and management.

7. Security and confidentiality management

Company shall maintain physical security designed to effectively protect trade secrets(where applicable) and other confidential information, and IP-related records, masters, tools, inventory and related materials.

Company shall maintain computer and network security effective for protecting trade secrets, other confidential and proprietary information, and IP related records, and for discouraging violations of Company's IP policies on the Company's computers and networks.

Company and its personnel shall only make trade secrets and other proprietary information available to third parties on a “need to know” basis, and subject to company procedures and written agreements containing adequate confidentiality and other protections.

Company shall execute written confidential or Non-disclosure agreements with third parties prior to disclosure of any confidential information of the Company to any third party (ies).

Any IP generated, created or developed by any of the employees/representatives and agents of the Company and/or consultants engaged by the Company, during the term of their employment or engagement as the case may be, for and/or on behalf of the Company, shall be “work made for hire” and shall be assigned by such persons to the Company. Further, the Company shall have the sole and exclusive ownership to such IP generated, developed or created unless otherwise agreed by the Company by way of a written contract or as may be applicable by the relevant IP law.

8. Training and capacity building

Company shall provide ongoing appropriate level training on IP protection and management to all relevant personnel.

Company shall provide specialized training to those personnel responsible for the development and implementation of the IP protection, management, and compliance program

Company shall provide appropriate level training on IP protection and management for relevant supply chain members.

9. Monitoring and measurement

Company shall establish and operate a system to monitor its performance in meeting the Company's relevant IP policies.

Company shall incorporate the information gained from the IP compliance team through the monitoring system into the overall evaluation of its departments.

10. Corrective actions and improvements

Company shall maintain a system to track and deal with problems in IP protection, management and compliance found through the monitoring process. The tracking system will identify the corrective action to be taken, the timeline, and the responsible party.

Company shall develop and implement an annual or other regular improvement plan for IP protection, management, and compliance.

In case of violation/infringement of any IPR such as trademark infringement by any employee/representative or any third party infringing upon the IPR of the Company, the Compliance Team of the Company would first investigate the matter in association with its Advocates and make recommendations to the Director/CFO for resolution of such violation/infringement including need for any legal course of action.

11. IP licensing and transfer

The Company may license its IP to any of its Subsidiaries, Affiliates or a third party (ies) through various modes of licensing strategy such as: Exclusive licensing, Sole licensing, Non-Exclusive Licensing, Sub-licensing, and licensing in general. The Company shall document such IP licensing through a license Agreement where each such license agreement shall define the terms and conditions for the proper use of IP of the Company.

The Company may transfer its IP to any of its Subsidiaries, Affiliates or a third party (ies) through a signed IP transfer agreement on the conditions as may be deemed to be fit and proper to the Company.

12. Jurisdiction

This Policy shall be governed by the laws of Republic of India and the courts at Mumbai, shall have the jurisdiction to the same.