1. Lockheed Martin Canada’s SMB Mentoring Program
Intellectual Property

2. Disclaimer
This presentation is intended for informational purposes only and does not constitute an official guideline on the subject. For a complete understanding of the processes, rules and laws associated with Intellectual Property, your organization should seek Counsel from a legal professional with a specialization in the area of Intellectual Property.

3. What is Intellectual Property (IP)?
Intellectual Property (IP) refers to creations of the mind, such as inventions; literary and artistic works; designs; and symbols, names and images used in business and which have both a moral and a commercial value. Intellectual property is something unique that you physically create. An idea alone is not intellectual property. For example, an idea for a book doesn’t count, but the words you’ve written do.
An Asset:
Intellectual assets are referred to as "intangible" assets. They include inventions, new technologies, new brands, original software, novel designs, unique processes, and much more. These assets have value in the marketplace very much like tangible assets, or assets that you can hold in your hand.
Rights:
IP law typically grants the author of an intellectual creation exclusive rights for exploiting and benefiting from their creation. However, these rights are limited in scope, duration and geographical extent. IP is protected in law by, for example, patents, copyright, designs and trademarks, which enable people to earn recognition or financial benefit from what they invent or create.
IP protection is intended to stimulate the creativity of the human mind for the benefit of all by ensuring that the advantages derived from exploiting a creation benefit the creator. This will encourage creative activity and allow investors in research and development a fair return on their investment.
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4. Glossary SMB = Small and Medium Business IP = Intellectual Property
IPRs = Intellectual Property Rights
PSP = Public Services and Procurement
SACC = Standard Acquisition Clauses and Conditions
WIPO = World Intellectual Property Organization
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5. Summary of IP Protection and Rights
Types of Protection
Subject Matter
Main Fields of Application
Patents
New, non-obvious, industrially applicable inventions
All industries, e.g.chemicals, drugs, plastics, motors, turbines, electronics, scientific equipments, communication equipments, etc.
Trademarks
Signs or symbols to identify goods and services
All industries
Industrial designs
Ornamental designs
All industries, e.g. electronics, automobiles, kitchenware, etc.
Topography of semi-conductor products
Original layout design
Micro-electronics industry
Copyright
Original work of authorship
Publications, videos, photos, broadcasting, etc.
Protection against unfair competition
All the above
Trade secrets
Secret business information
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6. Owning Intellectual Property
You own Intellectual Property if you:
created it (and it meets the requirements for copyright, a patent or a design);
bought intellectual property rights from the creator or a previous owner;
have a brand that could be a trademark , eg a well-known product name.
Intellectual Property can:
have more than one owner;
belong to people or businesses;
be sold or transferred.
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7. Contracting with Canada
Canada’s position on IP rights is found in two Public Services and Procurement (PSP) SACC Clauses:
SACC 4006 Contractor to Own Intellectual Property Rights in Foreground Information; and
SACC 4007 Canada to Own Intellectual Property Rights in Foreground Information
One of the above SACC Clauses will be incorporated by PSP into Government contracts.
Although the default position of Canada’s Treasury Board Policy (TB Policy) on IP is to allow contractors to retain the ownership rights to IP generated under government contracts, more often than not, PSP will invoke one of the exceptions in the TB Policy referenced above and direct that Canada owns ownership rights to any newly created IP.
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8. Summary of SACC 4006
SAAC 4006 Contractor to Own Intellectual Property Rights in Foreground Information
Ownership of all Foreground IP (IP created by the contractor in performance of the contract) belongs to the Contractor;
Contractor must keep detailed records of all Foreground IP and report same to Canada. Failure to do so may revert ownership of Foreground IP to Canada;
Canada will obtain a License to use the Foreground IP for all Canada activities without restrictions, other than commercial activities;
Contractor will grant Canada a license to use its Background IP (pre-existing IP owned by the Contractor and used in performance of the Contract) to the extent reasonably necessary to exercise its rights in the deliverables and in the Foreground IP;
Canada’s licenses to use the Foreground and Background can be sublicensed to third parties:
Canada’s right to use Background IP in relation to custom-designed or custom-manufactured Work also includes the following purposes:
for the use, operation, maintenance, repair or overhaul of the custom-designed or custom-manufactured parts of the Work;
in the manufacturing of spare parts for maintenance, repair or overhaul of any custom-designed or custom-manufactured part of the Work by Canada, if those parts are not available on reasonable commercial terms to enable timely maintenance, repair or overhaul;
For Background software, Contractor must make source code available to Canada for the above purposes.
Contractor must waive all moral rights in regard to the Foreground IP.

9. Summary of SACC 4007
SAAC 4007 Canada to Own Intellectual Property Rights in Foreground Information
Ownership of all Foreground IP (IP created by the contractor in performance of the contract) belongs to Canada;
Contractor must keep detailed records of all Foreground IP and report same to Canada. If Contractor fails to do so and there is a dispute over whether IP is Foreground or Background, it will be assumed that the IP was created by Canada (and ownership (even if Background) will revert to Canada);
Contractor must incorporate following copyright legend to all Foreground IP: © Her Majesty the Queen in Right of Canada (year), or © Sa Majesté la Reine du chef du Canada (année);
Contractor will grant Canada a license to use its Background IP (pre-existing IP owned by the Contractor and used in performance of the Contract) to the extent reasonably necessary to exercise its rights in the deliverables and in the Foreground IP;
Canada’s licenses to use the Foreground and Background can be sublicensed to third parties:
Canada’s right to use Background IP in relation to custom-designed or custom-manufactured Work also includes the following purposes:
for the use, operation, maintenance, repair or overhaul of the custom-designed or custom-manufactured parts of the Work;
in the manufacturing of spare parts for maintenance, repair or overhaul of any custom-designed or custom-manufactured part of the Work by Canada, if those parts are not available on reasonable commercial terms to enable timely maintenance, repair or overhaul;
For Background software, Contractor must make source code available to Canada for the above purposes;
Contractor must waive all moral rights in regard to the Foreground IP.

10. Protect your Intellectual Property
A company’s trade secrets and intellectual property rights create incentives for entrepreneurs, small businesses and investors to commit the necessary resources to research, develop, and market new technologies, process improvements, new services, and other forms of critically important innovative activities. These rights are fundamental to the protection of Canadian entrepreneurs’ competitive advantage. The effective protection of intellectual property is essential to fostering creativity and supporting the economic and financial infrastructure of an enterprise.
Taking “reasonable steps” to protect the confidential and proprietary information of the enterprise is critical for two reasons:
Before a Court will enforce the available provincial and federal laws, such “reasonable steps” must be taken by statute;
Such “reasonable steps” will bolster the argument when enforcing a restrictive covenant that the interest involved is “protected.”
Some of the more common and inexpensive steps an organization might consider are:
Have all appropriate personnel and entities with whom one deals (i.e., suppliers, independent contractors, etc.) execute confidentiality, non-compete or non-solicitation agreements;
Have employees execute invention assignment agreements;
Include in the company’s policies and handbooks the appropriate confidentiality and trade secret provisions that will also permit the company to access and evaluate all computer hard drives and other company-assigned electronic information storage devices without violating the privacy rights of employees; and
Catalogue and restrict access to confidential information and trade secrets, particularly when dealing with information retained in the company’s IT systems.
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11. Protect your Intellectual Property Cont’d
Mark data included in proposals or deliverables with an appropriate restrictive legend:
SAMPLE WORDING
Proposals and/or Deliverables
(On cover page)
This proposal (or change to “This deliverable”) includes data that shall not be disclosed outside the Government of Canada and shall not be duplicated, used, or disclosed—in whole or in part—for any purpose other than to evaluate this proposal (or change to “for any purpose other than in accordance with Contract number….”).
On each sheet of data
Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal (or deliverable).
These are only a few of the actions an organization might consider to reasonably protect its confidential information and trade secrets.

12. Summary / Benefits Understanding IP and its associated Rights will:
Ensure your organization is properly compensated/rewarded for its investments of time and resources into the development and creation of new and unique technologies, brands, designs, processes etc.;
Prevent the manufacture, use or sale of product which include your organization’s IPR without your company being appropriately compensated;
Ensure your organization will be properly protected/prepared should any of its rights be breached and it finds itself defending those before a Court;
Allow your organization to better position itself as a valuable partner/supplier to large businesses;
Contribute to the development of Canadian SMBs and R&D which will establish a strong Canadian- based industry of which your organization will be a part.
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13. Helpful Links WIPO SACC Manual Canadian Intellectual Property Office
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