1. Scope
This section applies to OEM, ODM, product modification, new product development, structural adjustment, sampling, 3D modeling, online 3D customization, packaging development and other product customization services provided by VANTRE.
Unless otherwise agreed in writing, this section applies together with the relevant quotation, purchase order, project confirmation and other transaction documents. If a separately executed NDA, OEM/ODM agreement, intellectual property assignment, exclusivity agreement, buyout agreement or other project-specific written agreement conflicts with this section, the project-specific written agreement will prevail.
2. VANTRE Background IP and Existing Capabilities
Any product designs, general forms, base structures, standard dimensional systems, common component structures, tooling or fixture solutions, production processes, manufacturing methods, surface treatment methods, quality-control methods, parametric models, base 3D models, software, online customization systems, design tools, databases, technical materials, manufacturing know-how and other general technical or commercial capabilities owned, developed, licensed or used by VANTRE before a specific customer project remain the property of VANTRE or the relevant rights holder.
They are not automatically transferred to a customer merely because the customer submits an inquiry, places an order, pays a sampling or development charge, or purchases a customized product.
To the maximum extent permitted by applicable law, VANTRE may continue to use, maintain, improve, upgrade, combine and apply such background IP and existing capabilities in other products, projects and customer programs.
3. Customer Materials and Brand Assets
Trademarks, logos, brand names, proprietary graphics, packaging artwork, labels, barcodes, images, text, marketing materials, drawings, files, 3D models and other materials supplied by the customer and owned or lawfully controlled by the customer remain the property of the customer or the relevant rights holder.
Unless otherwise agreed in writing, the customer grants VANTRE the limited right to use such materials as reasonably necessary for quotation, design communication, sampling, production, quality confirmation, packaging, delivery and related after-sales support.
VANTRE will not use a customer's trademarks, logos, brand names, proprietary packaging or other customer-identifying brand assets as brand assets for another customer.
The customer is responsible for ensuring that any trademarks, designs, drawings, samples, images, patented products or other materials supplied to VANTRE are lawfully sourced and that the customer has the right to authorize their use, sampling and production for the relevant project. Where third-party rights are involved, the customer should obtain the necessary authorization before placing the order.
4. VANTRE-Developed Custom Products and Development Outputs
Where the customer provides product direction, intended use, material, dimensions, functions, tooth configuration, handle requirements, structural requirements, appearance direction, packaging direction or other requirements, and the specific product solution, form, structure, proportions, dimensional combination, curves, tooth details, 3D model, process solution, manufacturing solution or other development outputs are primarily created by VANTRE, VANTRE retains, unless otherwise agreed in writing and to the extent permitted by applicable law, the intellectual property rights, technical rights and commercial-use rights that VANTRE is legally entitled to retain.
Where no effective confidentiality, exclusivity, buyout, customer-only customization or other written restriction applies, such retained rights may include the right to continue improving the design, develop derivative versions with different dimensions, materials, structures, configurations or processes, incorporate generalized versions into the VANTRE product range, and offer non-exclusive products or development solutions to other customers.
This clause does not affect the customer's ownership of its trademarks, brand assets or customer-owned design materials, and does not override any project-specific exclusive rights expressly agreed in writing.
5. Standard Development Does Not Include Exclusivity or Buyout
Unless a quotation, order, contract or project-specific written agreement expressly states otherwise, standard sampling, product modification, new product development, 3D modeling, structural design and other development services provided by VANTRE are non-exclusive.
Sampling charges, development fees, modeling fees, artwork or plate charges, tooling charges, engineering fees and other project charges are fees for the relevant services, samples, tooling or agreed work. Payment of such charges alone does not constitute an assignment of intellectual property, an exclusive license, a design buyout, an exclusive supply right, or a transfer of VANTRE Background IP.
6. Confidentiality, Embargo, Exclusivity, Buyout and Customer-Only Customization
If the customer requires any of the following arrangements, the requirement should be raised before or during project confirmation and must be expressly agreed in writing: confidentiality for the project or product; no public disclosure before a specified date; supply of a specified product or design only to that customer; exclusivity within a specified territory, sales channel or period; buyout of a design, model or related intellectual property; a customer-only structure, appearance or configuration; or a restriction preventing VANTRE from offering the same or an agreed scope of similar designs or products to third parties.
The applicable product or design scope, territory, channel, duration, fees, minimum purchase commitments (if applicable) and termination conditions should be defined for the specific project.
Unless expressly agreed in writing, confidentiality, exclusivity, buyout or customer-only rights do not arise automatically merely because the customer requests customization, pays standard development charges or completes an initial order.
7. Product Display and Product Portfolio
Where no effective confidentiality, embargo, exclusivity, buyout or customer-only restriction applies, and VANTRE has the relevant right of use under applicable law and the parties' agreement, VANTRE may include the product, or a generalized and non-customer-identifying version of it, in product catalogs, websites, sample books, sales materials, trade-show displays and other ordinary commercial materials, and may offer it as a standard, customizable or derivative product.
When doing so, VANTRE will not disclose the customer's trademark, logo, customer name, proprietary packaging, proprietary artwork, order information, non-public pricing, unauthorized business information or other information subject to a confidentiality obligation.
If the customer requires the product to remain non-public for a particular period, the customer should request that restriction in writing before public disclosure.
8. Patents and Publication Timing
Each party retains the patents, patent application rights and other intellectual property rights that it owns under applicable law.
If the customer intends to seek design patent, utility model, invention patent or other registered protection for a customized product and requires the product to remain non-public before filing, the customer should notify VANTRE in writing before any public display, publication, distribution of public samples, market launch or other potentially public disclosure.
Any special arrangement regarding the patent applicant, ownership of filing rights, filing costs, implementation rights, licenses or subsequent use should be documented in a separate written agreement.
VANTRE does not warrant that any product or design will qualify for patent protection in any jurisdiction, or that a product will remain eligible for valid patent protection in every jurisdiction after public disclosure.
9. Third-Party Intellectual Property
Neither party acquires third-party intellectual property merely by participating in a project.
If the customer requests development or production based on a third-party branded product, patented product, drawing, sample or protected design, the customer is responsible for ensuring that it has the necessary authorization or other lawful basis for such use.
Where VANTRE has reasonable grounds to believe that a customer instruction, drawing, sample or design may involve a third-party intellectual property dispute, VANTRE may request additional information or evidence of rights and may reasonably suspend the relevant development or production until the issue is clarified.
10. Online 3D Customization, Software and Digital Tools
VANTRE's online 3D customization system, parametric design tools, base model library, software logic, algorithms, interfaces, data structures, general templates and related technical capabilities are VANTRE Background IP or licensed assets.
A customer's use of these tools to create a particular project does not transfer ownership of the underlying systems, base models, algorithms, tools or general design capabilities to the customer.
Customer brand assets, customer files and customer-owned design materials uploaded to the system remain subject to the Customer Materials and Brand Assets provisions above.
11. Priority of Project-Specific Written Agreements
If this section conflicts with an NDA, purchase agreement, OEM/ODM agreement, quotation terms, exclusivity agreement, design buyout agreement, intellectual property assignment or other project-specific written document executed or expressly accepted by both parties, the project-specific written document will control for that project.