1. Introduction & Purpose

This Intellectual Property & Copyright Policy (the "Policy") defines Nexly Corporation's ("Nexly" or the "Company") commitment to protecting its intellectual property (IP) rights, including copyrights, trademarks, trade secrets, patents, and other proprietary information. Located at 701 South Street Suite 100, Mountain Home, AR 72653, Nexly recognizes that its IP is a valuable asset that is critical to its business success and competitive advantage. This Policy is designed to:

• Protect Nexly's IP: Protect Nexly's IP rights from infringement, misappropriation, and unauthorized use.
• Ensure Legal Compliance: Comply with all applicable laws and regulations related to IP.
• Define Ownership: Clarify the ownership of IP created by employees, contractors, and other individuals working for Nexly.
• Encourage Innovation: Foster a culture of innovation and creativity.
• Promote Responsible Use of Third-Party IP: Guide employees on the proper use of third-party IP.
• Define Responsibilities: Establish clear roles and responsibilities for the protection of IP.

This Policy applies to all Nexly employees, contractors, vendors, and other individuals and entities who create, use, or have access to Nexly's IP. This Policy is to be read in conjunction with other Company policies, including, but not limited to, the Code of Conduct, the Confidentiality and Non-Disclosure Policy, and the Acceptable Use Policy.

2. Definitions

For the purposes of this Policy, the following definitions apply:

• Intellectual Property (IP): Intangible creations of the human intellect that are protected by law, including, but not limited to:
  • Copyrights.
  • Trademarks.
  • Trade Secrets.
  • Patents (and patent applications).
  • Domain Names.
  • Industrial Designs.
  • Software.
  • Data and Databases.
  • Inventions, discoveries, innovations.
  • Any other proprietary information or right.
• Copyright: The exclusive legal right granted to the creator of original works of authorship, including literary, dramatic, musical, and certain other intellectual works.
• Trademark: A symbol, design, or phrase legally registered to represent a company or product.
• Trade Secret: Confidential information that gives a business a competitive edge. Must be secret, have economic value, and be subject to reasonable efforts to maintain its secrecy.
• Patent: A government authority or license conferring a right or title for a set period, especially the sole right to exclude others from making, using, or selling an invention.
• Work for Hire: A work created by an employee within the scope of their employment or a work specially ordered or commissioned, and in the absence of a written agreement, the employer is considered the author.
• Infringement: The unauthorized use of IP owned by another party.

3. Ownership of Intellectual Property

The ownership of IP created by Nexly employees, contractors, and other individuals is governed by the following principles:

• 3.1. Employee-Created IP: All IP created by employees within the scope of their employment and/or using Company resources is the sole property of Nexly Corporation. This includes, but is not limited to, software, inventions, designs, and marketing materials.
• 3.2. Contractor-Created IP: All IP created by contractors on behalf of Nexly will be owned by Nexly, provided that there is a written agreement in place assigning the IP rights to Nexly. If no written agreement exists, the IP will still be owned by Nexly if it was developed during the term of the contract and was directly related to the contract's scope of work.
• 3.3. Assignment of Rights: Employees and contractors are required to assign all rights to their IP to Nexly Corporation.
• 3.4. Exceptions: Any exceptions to this rule will be documented in writing and approved by the Legal Department.
• 3.5. Pre-Existing IP: Any intellectual property that the employee or contractor brings to Nexly Corporation and was not created or developed during the course of the employment or contractual relationship is owned by that individual, though this does not permit them to use said IP in violation of this policy.

4. Responsibilities for Protecting Nexly's IP

All employees and other Covered Parties have a responsibility to protect Nexly's IP.

• 4.1. Employees:
  • Identification: Identify and promptly disclose all inventions, discoveries, and other creations that may be protectable as IP.
  • Documentation: Document all IP creations thoroughly and maintain accurate records, including lab notebooks, design files, and source code.
  • Confidentiality: Maintain the confidentiality of all IP, including trade secrets.
  • Compliance: Comply with the Company's policies and procedures.
  • Seeking Advice: Seek advice from the Legal Department regarding the protection of IP.
• 4.2. Management and Supervisors:
  • Guidance: Provide guidance to employees on IP matters.
  • Identification and Protection: Assist in identifying, protecting, and enforcing the Company's IP rights.
  • Promotion of Innovation: Encourage innovation and creativity.
  • Policy Awareness: Ensure all employees understand this Policy.
  • Proper IP use.
• 4.3. Legal Department:
  • IP Portfolio Management: Manage the Company's IP portfolio, including patents, trademarks, and copyrights.
  • IP Protection: Take appropriate steps to protect the Company's IP, including obtaining patents, registering trademarks, and enforcing copyrights.
  • IP Enforcement: Enforce the Company's IP rights.
  • Monitoring and Auditing: Monitor and audit the Company's IP.
  • Contract Review: Review and approve all contracts, to the extent necessary, to ensure proper IP protection.
• 4.4. Research and Development (R&D) Department (if applicable):
  • IP Creation: Generate new IP and inventions.
  • Record Keeping: Maintain detailed records of all R&D activities.

5. Protecting Trade Secrets

Trade secrets are a critical form of IP. Nexly Corporation will take steps to protect its trade secrets.

• 5.1. Identification: Identify and classify trade secrets.
• 5.2. Security Measures: Implement security measures to protect trade secrets, including:
  • Limited Access: Restricting access to trade secrets to only those employees and contractors who have a "need to know."
  • Confidentiality Agreements: Requiring all employees and contractors to sign confidentiality agreements.
  • Secure Storage: Storing trade secrets securely, such as in locked cabinets, secure file servers, and password-protected computers.
  • Electronic Security: Using encryption, firewalls, and other security measures to protect trade secrets stored electronically.
  • Physical Security: Implementing physical security measures to protect trade secrets, such as restricting access to Company facilities.
• 5.3. Disclosure Limitations: Limiting the disclosure of trade secrets to only those individuals who have a need to know.
• 5.4. Exit Interviews: Conducting exit interviews with employees who have access to trade secrets.

6. Using Third-Party Intellectual Property

Nexly Corporation respects the intellectual property rights of others.

• 6.1. Compliance: Users must comply with all applicable laws and regulations regarding the use of third-party IP.
• 6.2. License Agreements: Obtain all necessary licenses and permissions before using any third-party IP, such as software, images, or other content.
• 6.3. Attribution: Provide appropriate attribution to the owners of third-party IP, as required by the license agreement.
• 6.4. Prohibited Use: Do not use any third-party IP in a manner that violates the terms of the license agreement or that infringes on the owner's rights.
• 6.5. Software and Documentation: Be aware of copyright licenses, and respect the licenses.

7. Copyright Infringement

Nexly Corporation is committed to respecting the copyrights of others and to avoiding copyright infringement.

• 7.1. Avoidance: Employees must avoid infringing on the copyrights of others.
• Permissions: Obtain permission before using copyrighted material, if permission is required.
• Software Usage: Use only licensed software.
• Reporting Issues: Report any suspected copyright infringement to the Legal Department.

8. Policy Enforcement and Consequences of Non-Compliance

Nexly Corporation will take appropriate action to address any violations of this Policy.

• 8.1. Investigation: Any suspected violations of this Policy will be investigated promptly and thoroughly.
• 8.2. Disciplinary Action: Any employee, contractor, or other Covered Party found to have violated this Policy may be subject to disciplinary action, up to and including termination of employment or contract.
• 8.3. Legal Action: Nexly Corporation reserves the right to pursue all available legal remedies against any party who infringes its IP rights or violates this Policy.
• 8.4. Notice: Nexly may notify legal authorities in applicable cases.

9. Policy Review & Amendments

This Intellectual Property & Copyright Policy will be reviewed and updated regularly to ensure its continued effectiveness and compliance with all applicable laws and regulations.

• Review Frequency: This Policy will be reviewed at least [Specify Frequency, e.g., annually] or more frequently as needed.
• Review Process: The review process will involve:
  • Input from Stakeholders: Seeking input from relevant stakeholders, including the Legal Department, the R&D Department (if applicable), and other key personnel.
  • Best Practices Review: Examining industry best practices.
  • Legal Compliance: Ensuring compliance with all applicable laws.
• Policy Amendments and Communication: Any amendments to this Policy will be approved by [Specify Approving Authority, e.g., the Board of Directors or the Executive Leadership Team] and communicated to all Covered Parties through [Specify Communication Channels, e.g., company-wide email, intranet posting, training sessions]. All employees must acknowledge their understanding.
• Policy Ownership: The Legal Department is responsible for maintaining and updating this Policy.

**Acknowledgement:** By participating in any activity involving Nexly’s IP, all employees, contractors, and other involved parties are deemed to acknowledge that they have read, understood, and agree to abide by the terms and conditions outlined in this Intellectual Property & Copyright Policy.