PARTICIPATION PRINCIPLES FOR IRI ACTIVITIES

1. Purpose and Basis for these Principles

The Industrial Research Institute, Inc. (hereinafter IRI) has adopted and implemented Participation Principles to govern the use of its intellectual property among participants in IRI activities.  The purpose of these principles is to avoid possible conflicts of interest regarding confidential information among member company personnel, friends of the IRI, Subject Matter Experts, and other participants in IRI activities.  It is intended to protect useful or valuable concepts, information, or tools produced through IRI sponsored activities or programs, and protect IRI product confidentiality.

In order to protect the confidential and proprietary nature of IRI information, these principles are being established to supersede the guidelines established by the Board of Directors in 1995 regarding intellectual property and conflicts of interests among member companies, academic advisors, outside consultants, employees, and friends.  The purpose of these principles are also to assist member company personnel, friends of the IRI, Subject Matter Experts, and other participants in IRI activities, to identify areas of possible sensitivity and to avoid even the appearance of conflict of interest.  Even the most conscientious individual needs to be alert to avoid becoming involved in situations in which his/her own interests are in conflict with those of the Institute.  There is no intent, aside from this, to interfere with any individual’s activities or personal interests.  These principles also ensure that the use of the intellectual property will enhance the knowledge base of the IRI and its members by making sure the information is not misused or distorted. 

2. Persons Affected

In the interest of consistency, the IRI must treat all persons or organizations using its intellectual property in an identical manner.  The IRI cannot place restrictions on some inappropriate uses of IRI intellectual property without placing similar restrictions on all uses of that intellectual property.  Because equal application is required, all users of IRI materials, including employees of member organizations, academic advisors, Subject Matter Experts, ROR Subcommittee members, outside consultants, employees and friends of the IRI, are required to comply with these principles the same as outside consumers.

3.  Confidential Information Among Member Company Representatives and Guests

Accomplishment of IRI’s purposes requires the frank, mutual exchange of information on R&D management principles and practices.  Therefore, the utmost caution and restraint must be exercised in handling and using confidential Institute information under all circumstances.  Confidential information which any member company Representative or guest may obtain by reason of membership in IRI or participation in any IRI activity must be kept confidential and must be used solely for the benefit of the member companies or of the Institute, and not for one’s own benefit or that of any other individual or organization.  The confidential information that is at the heart of the IRI’s activities belongs solely to the Institute or its member companies and must be used solely for the benefit of the IRI.  Each member is expected to hold inviolate the confidential relationship between individual members of the Institute and him or herself, and the confidential information entrusted to him or her through Institute programs. 

4.  Intellectual Property Developed Through IRI Activities

IRI research activities are conducted to further the interests of IRI and of member organizations collectively.  To assist this process, guests may be invited as Subject Matter Experts to share their unique knowledge or tools in support of IRI activities.  The relationship between Subject Matter Experts and member company Representatives serves to provide both participants with value from their collaborative participation in IRI activities.  Therefore, any information, concepts, reports, management tools or other intellectual property which may derive from such collaborative activities is to be considered the property of all parties directly involved in the mutual collaboration and development of the property, and should not be copyrighted by, or held for the exclusive benefit of, any other individuals or groups.  If protection of such intellectual property is desirable, it should be accomplished by, and in the name of, the IRI.

Where Representatives or Subject Matter Experts utilize or discuss intellectual properties, materials, or concepts that were previously developed independent of IRI activities within other groups, associations, or organizations, those organizations, groups, or associations retain the rights to those properties, materials, or concepts. 

Materials or concepts developed mutually and collaboratively by IRI company member Representatives and Subject Matter Experts are the property of IRI, its members, and Subject Matter Experts whom were directly involved in the development of the intellectual property.  Where IRI Representatives or Subject Matter Experts want to use such materials outside of the IRI company member audience, the material must first be made available to the broader IRI audience before being distributed or presented outside of the IRI organization.  For those parties not directly involved in the collaborative generation of intellectual property, written permission from the IRI is required to use the intellectual property outside of the IRI audience. 

5.  Copy-righting IRI intellectual property

Collaboratively generated intellectual property may be co-copyrighted by IRI and the contributing Subject Matter Experts upon consent of the IRI president. Subject Matter Experts or IRI member company Representatives whom were directly involved in the collaborative generation of intellectual property, and wish to present such material outside of the IRI audience, must give attribution to the IRI and/or IRI program(s) which sponsored the generation of the intellectual property. In addition, IRI trademarks, logos, and organizational components may not be used in any manner which may cause confusion concerning the ownership of the intellectual property in question or may cause an end-user to erroneously believe that such property is, or is not, the property of the IRI. 

However, where Representatives, Subject Matter Experts or others outside the IRI want to employ IRI (solely)-protected intellectual properties, materials, or concepts for purposes other than for internal use in IRI member organizations or for IRI-sponsored activities, permission, terms, and conditions of use must be authorized in writing from the IRI Board of Directors or its designated agent(s).

With the exception of use within IRI member organizations, all reproduction, distribution, or modification for publication of any IRI copyrighted material is strictly prohibited without the prior, express, written permission of the IRI.  This prohibition extends to include intellectual property developed under IRI guidelines that may or may not be copyrighted.  In certain circumstances, the IRI may grant specific individuals, companies, or organizations limited license to use that material. 

The use of IRI intellectual property, even with proper recognition and attribution of ownership, also requires a disclaimer, stating that the intellectual property in question, or the organization or individual using that intellectual property are not sponsored or endorsed by the IRI, unless the prior, express written permission of the IRI is obtained.  This is meant to make it clear to end-users that the IRI, simply by allowing the use of its intellectual property, does not have a financial interest in the property in question and does not warrant the goods or services involved.

6.  Conflicts of Interest

“Conflict of Interest” is defined as a transaction in which the individual, either directly or indirectly, is a party to a transaction or possible beneficiary of a transaction, where there is or may be a conflict between the individual’s obligations to the IRI and the individual’s personal or business interests.  There is an implied loyalty requiring that individuals be faithful to an organization’s best interests and not use their organizational position or knowledge to advance a personal agenda at the organization’s expense.  There is a conflict of interest whenever a member profits or places him or herself, or another individual, in a position to profit directly or indirectly through their relationship with the IRI.  It is immaterial whether that profit inures directly to the member, a family member, professional associate, or whether the IRI is adversely affected by the action.

Examples of conflicts of interest include, but are not limited to:
1) An individual, IRI member, non-member, ROR working group member, or staff member, who has a financial interest in a non-member company that would benefit from the output of the subcommittee they are working on.
2) An individual, IRI member or non-member, or ROR working group member, who works for a project management consulting company, participates in the development of a standard that specifies how companies should do some aspect of project management.
3) An individual, IRI member or non-member, or ROR working group member, who is on an awards committee that looks at recommendations for organizations that compete with the IRI.
4) An individual, IRI member or non-member, or ROR working group member, with a close friend or relative that would benefit from the output of the group, or subcommittee they are working on.

Any member who believes that he or she may be involved in a conflict of interest situation, or who has any questions regarding the conflict, should discuss the matter with the President of the Institute.

Approved by the Board of Directors: January 30, 2009.