This Intellectual Property Protection Manual (“Manual”) sets out the modalities for the protection of Intellectual Property created by Transcorp Hotels Plc (“Transcorp Hotels” or “the Company”).
This Manual is the property of the Company and shall, under no circumstances, be copied, sold, or reproduced for private or commercial use without the express permission of the Company.
This Manual supersedes all extant policies, charters, documents, and board decisions relating to the protection of Intellectual Property. The approval of this Manual by the Board shall be appropriately communicated by the Group Company Secretary.
Save for the Memorandum and Articles of Association of the Company, in the event of a conflict between the provisions of this Manual and the provisions of any other Policy, Charter, or Document of the Company, the provisions of this Manual shall prevail.
Intellectual Property (“IP”) is defined as creations of the mind such as inventions, literary and artistic works, designs, symbols, names, and images used in commerce. A creator’s IP is protected in law mainly as patents, copyrights, or trademarks, thereby restricting unauthorised use or reproduction of such IP.
The purpose of this IP Protection Manual is to set out the procedure for identifying, recording, and protecting Intellectual Property belonging to Transcorp Hotels Plc.
This Intellectual Property Protection Manual (“IP Manual”) applies to all IP created by and for Transcorp Hotels Plc to which the Company has proprietary rights.
The Group Company Secretary/General Counsel shall have the responsibility of implementing this Policy.
a. The Company’s IP may be created by:
5.1.1. a staff of the Company in the normal course of carrying out the duties for which he/she was employed; or
5.1.2. independent contractors retained for that purpose;
5.1.3. partnerships established with third parties for specific purposes resulting in the creation of IP;
5.1.4. research or other activities sponsored by the Company; or
5.1.5. any other situation where such ownership can be directly or indirectly implied.
All such IP created on behalf of the Company shall expressly belong to the Company and where such IP created by such staff or independent contractor may not, by operation of law, vest in the Company, all rights, title and interest in the IP shall be irrevocably assigned to the Company. The Company shall always set out an express clause in the applicable contract of service or contract of employment vesting ownership of all such IP in the Company.
b. Where the IP cannot be fully vested in the Company, the Company shall be granted unconditional, perpetual, and irrevocable right to copy, use, and modify the IP created. Subject to negotiation, this right may be exclusive for a defined period, or non-exclusive, as approved by the MD/CEO. When the right is exclusive, the Company has the rights, to the exclusion of the grantor and any other person. Where the right is not exclusive, the Company does not have sole rights and may share the same rights with the grantor and other persons.
c. It is the responsibility of staff engaging a third party to ensure that any IP that may be created from such engagement is properly protected in accordance with this Policy. Where a staff is unsure if any IP will be created, the staff should consult with the Group Company Secretary/General Counsel before finalising discussions with the third party.
a. A Trademark is a symbol or sign, or a combination thereof, which differentiates the goods and services of one business from the other. It could be a name, logo, slogan, domain name, shape, colour or sound. Registered trademarks are protected for a period of 7 years from registration, which is renewable upon expiration.
b. A trademark may be registered “®” or unregistered “TM”. All Transcorp Hotels Plc identified trademarks shall bear either of the above symbols; “TM” where the mark has been identified but not yet registered or is in the process of being registered and “®” where the mark has been registered.
c. Where a name has been identified for use as a trade name for any business to be established by the Company at any future date, the same shall be registered either as a business name or a company at the Corporate Affairs Commission to protect such name from use by any other person prior to the establishment of such business. Such names shall also be submitted to the Chief Information Technology Officer (CITO) for registration as a domain name.
d. All brand materials such as logos, designs, images, keywords, or phrases created for write-ups, advertisements, publications, and magazines by the Company and/or investee companies shall potentially be regarded as trademarks of the Company and shall pass through the identification process set out below.
e. All identified trademarks of the Company shall be registered in the most appropriate classes at the Trademarks Registry in Nigeria and in any other territory where the Company requires that such mark be adequately protected.
a. A copyright is the right creators have to the ownership and use of their literary and artistic works in tangible form. Works covered by copyright include books, articles, presentations, pictures, films, broadcasts, music, paintings, or other created image, advertisements, software or computer programs, databases, and website content.
b. Copyrights are not required to be registered but are recognised by law and protected as follows:
c. The Company may however choose to register certain copyrights with the Nigerian Copyrights Commission (“NCC”) or the appropriate successor agency. The registration is the formal documentation of the work in which a copyright has been created which can be found through a search of the public copyrights register.
d. The following shall be inserted on all materials to which the Company has a copyright “© [year of production] Transcorp Hotels Plc. All rights reserved”.
e. A summary copyright policy as set out below shall be set out on the Company website.
All materials on this site (including without limitation the text, computer code, artwork, photographs, images, music, audio material, video material, and audio-visual material) are copyrighted and protected by Nigerian law and may not be reproduced, distributed, transmitted, displayed, published, or broadcast without the prior written permission of Transcorp Hotels Plc.
If Transcorp Hotels Plc. discovers that you have used its copyright materials without permission, Transcorp Hotels Plc. may bring legal proceedings against you seeking monetary damages and an injunction to stop you from using those materials. You could also be ordered to pay legal costs.
If you become aware of any use of Transcorp Hotels Plc. copyright materials that contravene or may contravene the license above, please report this by email or by post to us.
a. A patent is an exclusive right granted for an invention for a period of 20 years from the grant of the patent.
b. A patent may be granted to an invented product or process developed for industrial or commercial use and can be manufactured or used in any kind of industry.
Any request for design or creation of any work, logo, slogan, write-up, article or other forms of material that represents the brand or image of the Company shall be passed to the Marketing & Corporate Communications (MCC) Department.
The MCC Department shall review such request and determine if the material or work to be created falls within any of the following criteria:
9.2.1. The work or material is important to the operations of the Company;
9.2.2. The work or material contributes significantly to achieving the Company’s objectives;
9.2.3. The work or material is an outcome of the investment of substantial Company resources; or
9.2.4. The work or material is or may be included in commercialisation or promotional activities.
9.3. Where the work or material falls within any of the categories stated in clauses 9.2.1. – 9.2.4, the same shall be regarded as Intellectual Property to be protected by the Company.
9.4. Upon identification, the MCC Department shall forward a request to the Legal Department for advice on what right is created in the work or material and protection of such rights.
10.1. The Legal Department shall be responsible for the registration of all registrable rights at the relevant registry within Nigeria and in any other jurisdiction within which the Company seeks to protect a right.
10.2. The Trademarks registration process shall be as follows:
Procedure for Registration of Trademarks
Procedure for Renewal of Trademarks
11.1. The Legal Department shall keep the following records:
11.1.1. Record of all identified Trademarks, indicating the status of registration, date of registration, and date of renewal of registration.
11.1.2. Record of all identified Copyright materials of the Company, indicating title (where applicable), date of publication, and mode of publication.
11.1.3. Record of all grants of use of Intellectual Property indicating the type of Intellectual Property, the grantee, the date of grant, the rights attached to the grant, and the period of the grant.
11.1.4. Record of all Intellectual Property rights granted to the Company by third parties indicating the type of Intellectual Property rights granted, the name of the grantor, the date of grant, and the period of the grant.
11.1.5. Safeguard all certificates evidencing all IP rights in line with the Document Management Policy.
11.2. The records of existing intellectual property shall be reviewed annually by the Legal Department and the MCC Department and the records updated as appropriate.
12.1 The Company may grant the use of its Intellectual Property upon the approval of the Board.
12.2 All such grant shall be evidenced by an agreement between the Company and the third-party stating the type of grant, the duration, and the Intellectual Property being granted.
The Board shall approve all requests for any waiver to this Policy. All such waiver approvals shall be obtained in writing and kept as a record by the policy owner.
Any delegation of authority conferred by this Policy shall be in accordance with the approved procedure for the delegation of authority as set out in the Delegation of Authority & Empowerment policy.
This Manual shall be reviewed every three years by the policy owner and may be amended if deemed necessary. The Company however reserves the right to change any of the provisions of this policy as it deems fit or required from time to time and such change shall apply to all Staff of the Company from the date of the change as it relates to the subject matter.
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