Statement of Position Regarding Intellectual Property

Statement of Position Regarding Intellectual Property

In below discussion, we are using the term “intellectual property” (or “IP”) as a generic expression referring to patents, trademarks, copyrights, trade secrets and any other intangible personal property that is created through the intellectual efforts of its creator.

Motivation for this statement of position

The extent to which Integrated Design and Engineering is providing design and engineering services to our customers is significant part of our business. As a consequence, we have seen intensification in the requirement to address intellectual property issues with our customers. The following provides an overview of our current position on intellectual property as it relates to our business. It is our intent that this statement will facilitate a more effective basis for the development of business relationships of providing design and engineering services to customers. This statement is not intended as a legal agreement to bind Integrated Design and Engineering and our customers.

Governing principles

Integrated Design and Engineering will continue to manage our business to the highest ethical standards. The extent to which, and the nature by which, our design and engineering services are utilized by customers has a direct impact on the implications of fair and reasonable compensation for our efforts. For this reason, we have outlined below a range of possible engagement models and attribute different applications to our obligations associated with intellectual property matters. Simply stated, we expect that the risks (including risks associated with intellectual property) attributed to these different engagement models should be tied to the rewards. Integrated Design and Engineering provides protection of proprietary information.

Statement of position

The positions that Integrated Design and Engineering has adopted for these specific engagement scenarios are as follows:

1. On-site Contract Design Services

Integrated Design and Engineering is engaged by our customer to provide design services on-site at the customer's facility. These design services are at the customer's direction and are in compliance with the customer's specifications and instructions. The customer, who enjoys the sole benefit associated with the marketing and distribution of products incorporating this IP, including all revenues and profits, owns all of the intellectual property that is developed by Integrated Design and Engineering team. In this scenario, our designers/engineers are essentially functioning as the customer's "employees". Just as employees do not cover or carry insurance associated with the risk of IP ownership, Integrated Design and Engineering does not assume any of the risks associated with ownership of the customer's resulting IP and further, we would be entitled to protection from our customer for such risks in as much as an employee would be protected by its employer for such risks.

2. Product Design Services

In this scenario, Integrated Design and Engineering is engaged by the customer to design but not manufacture a product according to the customer's specification and/or using intellectual property owned by the customer. Intellectual property that is developed by Integrated Design and Engineering during the course of the engagement becomes the property of our customer. In this case, Integrated Design and Engineering does not assume any of the risks associated with ownership of the intellectual property. As a part of these services offered by Integrated Design and engineering, we include a rigorous process to contain risks associated with intellectual property, which can include separation of design teams and key-engineer exclusivity as per the engagement model.

Furthermore, we provide our customers with access to the design and engineering process and the necessary information for our customers to complete their intellectual property review. Integrated Design and Engineering will disclose any areas known where potential IP issues could exist, for further investigation by the customer.

Integrated Design and Engineering' commitments to resulting obligations associated with design and engineering services and intellectual property carry with them the full weight of our company and our reputation in the design services industry. We believe that in certain instances, this differentiates our commitments from undertakings by other service
providers.

The necessity to address this matter of intellectual property has been driven by the rapid evolution of our services industry. Integrated Design and Engineering believes that our industry will continue to adapt rapidly to the changing environment, and for this reason, we will expect revisions to this statement of position regarding intellectual property.

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