NanoTRIZ Innovation Institute (Australia | Global Operations)
ABN 60 349 600 938 · Brisbane, QLD, Australia
Contact: founder@nanotriz.com · Website: www.nanotriz.com
Version: v1.0
Effective: 15 Jan 2026
Status: Active
Applies to: Venture Fellows (Builder Track) and all technical contributors granted access to Institute repositories, datasets, systems, internal tooling, or proprietary architecture (“Institute Resources”).

0) What this policy does
NanoTRIZ operates a venture-builder model: we prototype, validate, and (where viable) commercialize deep-tech tools and software products. To make projects investor-ready, Intellectual Property (IP) ownership and confidentiality must be clear from the start.

This Policy explains:

• who owns what (Project IP vs Background IP),

• how confidentiality and security are handled,

• how commercialization and spin-offs may occur (without promising equity or leadership).

Important: This webpage is a Policy. Your signed appointment letter and any annexes may include additional terms. If there is a conflict, the signed appointment letter/annexes prevail.

1) Definitions
“Institute” means NanoTRIZ Innovation Institute.
“Fellow” means a Venture Fellow appointed under the Builder Track.
“Institute Resources” include Institute repositories, internal tooling (including AI Cabinet), datasets, credentials, computing resources, private documentation, proprietary methodologies, internal roadmaps, and work performed within Institute systems or under Institute direction.
“Project” means any initiative designated by the Institute as a Builder Track project (including internal product prototypes).

“Project IP” means work product created by the Fellow during the appointment:
 

• within the scope of a Project and/or

• using Institute Resources and/or

• developed within Institute repositories/systems,
  including source code, scripts, models, prompts/workflows embedded into products, algorithms, UI/UX designs, specs, documentation, inventions, improvements, bug fixes, feature designs, and patentable subject matter.

Project IP excludes the Fellow’s Background IP and third-party IP unless expressly incorporated as described below.
“Background IP” means IP created by the Fellow before the appointment and demonstrably owned/controlled by the Fellow.
“Third-Party Materials” means code, data, models, assets, libraries, or content licensed from external parties (including open-source).
“Confidential Information” means any non-public information about the Institute, its members, projects, systems, data, tooling, product plans, strategies, finances, customers/users, or technology (including non-public code, datasets, prompts/workflows embedded in products, and internal discussions).

2) IP ownership and assignment

2.1 Assignment of Project IP to the Institute
As a condition of appointment and access to Institute Resources, the Fellow agrees that all Project IP is assigned to and becomes the exclusive property of the Institute upon creation, to the fullest extent permitted by law.
The Fellow agrees to sign any reasonable documents the Institute requests to confirm, perfect, or register this assignment (including documents required for patent filings or spin-off structuring).
If an assignment is ineffective under applicable law for any reason, the Fellow grants the Institute an exclusive, worldwide, perpetual, royalty-free license to use, modify, reproduce, distribute, and commercialize the Project IP for any purpose.

2.2 Background IP remains yours (with a continuity license only if you choose to incorporate it)
Background IP remains the property of the Fellow.
If the Fellow intentionally incorporates Background IP into a Project (e.g., merges into Institute repos, deploys in Institute environments, or makes it a dependency of the Project), the Fellow grants the Institute a non-exclusive, worldwide, perpetual, royalty-free license to use, modify, reproduce, and distribute that Background IP only to the extent necessary to operate, maintain, and commercialize the Project and any successor versions as part of the Project (not as a standalone product).
Disclosure requirement: Before incorporating Background IP, the Fellow must disclose it to the Institute (e.g., a short “Background IP Disclosure” list: name, description, owner, license terms).

2.3 Third-party materials
The Fellow may use Third-Party Materials only if the licensing terms are compatible with commercialization and the Institute’s security/privacy obligations.
The Fellow must not introduce Third-Party Materials with unclear rights, prohibited terms, or privacy violations (especially datasets).

2.4 Moral rights (software and documentation)
To the extent permitted by law, the Fellow consents to acts reasonably necessary for maintenance, security, commercialization, and ongoing development of the Project, including editing, refactoring, adapting, combining contributions, and applying or changing attribution formats.

3) Confidentiality, security, and publication

3.1 Confidentiality obligations
The Fellow must keep Confidential Information strictly confidential and use it only for Institute work. This obligation continues after the appointment ends.

3.2 No unauthorized disclosure or open-sourcing
The Fellow must not publish, open-source, distribute, or disclose Institute code, data, internal prompts/workflows embedded in products, internal documentation, or other Confidential Information without prior written permission from the Institute Director (or delegated authority).

3.3 Security and access hygiene
The Fellow must:

• use strong authentication and follow access controls,

• not share credentials,

• promptly report suspected incidents or leaks,

• store Institute materials only in approved systems.

4) Open-source and third-party licensing rules (commercial safety)
The Fellow must not incorporate licensing that would compromise commercialization or force disclosure of proprietary code.

• Strong copyleft restriction: The Fellow must not introduce strong copyleft licenses (e.g., GPL/AGPL or similar “viral” obligations) into Projects without written approval.

• Dependency register: On request, the Fellow must provide a list of major dependencies and their licenses.

• Attribution compliance: Where open-source is approved, the Fellow must preserve required notices and attributions.

5) Termination, handover, and continuity

5.1 Handover obligations

Upon departure (end of term or early exit), the Fellow must ensure:

• all Project work is committed to Institute repositories,

• basic documentation exists (setup/run steps, key architecture notes),

• credentials/tokens are returned or revoked (as directed).

5.2 No destruction or withholding
Intentionally deleting, encrypting, obfuscating, withholding, or disabling Project work or access in a way that prevents continuation is a material breach and may result in termination and the Institute seeking legal remedies.

6) Commercialization and spin-off pathway (not a promise)
The Institute may commercialize Projects through licensing, partnerships, or formation of spin-off entities. Commercial terms are not automatic and require separate written agreements.

6.1 Leadership consideration (non-binding)
If the Institute selects a Project for spin-off or external investment, the Institute may, where feasible, give the Fellow who contributed core technology first consideration for a leadership role (e.g., Technical Co-Founder, CTO, Lead Engineer), subject to capability fit, availability, and commercial requirements.

6.2 Equity / options
Any founder equity, options, vesting, or board roles are granted only under a separate written agreement (e.g., shareholders/options agreement) that typically includes standard vesting, cliffs, IP warranties, and role obligations.

6.3 Revenue share (Institute discretion)
If a Project generates revenue while remaining within the Institute, the Institute may (but is not obligated to) offer revenue share under a separate written agreement.

7) Relationship and non-employment clarification
The Venture Fellow role is a project-based independent appointment and does not create an employment relationship unless explicitly stated in a separate written contract. Any scholarship/fee-exempt status is not salary or wages.

8) Governing law
This Policy and disputes arising in connection with it are governed by the laws of Queensland, Australia. The parties submit to the jurisdiction of the courts of Queensland.

9) Digital acceptance
Method of acceptance: By checking the box “I agree to the Builder Track (Venture Fellow) IP, Confidentiality & Commercialization Policy” (or similar) and submitting the form, the Fellow:
 

• acknowledges reading and understanding this Policy, and

• agrees to be bound by it as a condition of access to Institute Resources.

Record of acceptance: The Institute stores an electronic record of acceptance (e.g., timestamp and audit metadata) in accordance with its Privacy Policy.
End of Policy