what is possible by creating breath-taking opportunities for quality and design
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Having reviewed RAFT, the Late Sir John commented…
"The RAFT process has more potential than you can imagine…it is beautifully simple…..." |
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| The Late SIR JOHN HARVEY-JONES MBE Industrialist, Business author, Broadcaster and Motivational Speaker Former Chairman of ICI, and for three consecutive years his peers voted him Britain`s Most Impressive Industrialist |
Memorandum
Reinforce After Forming Technology Ltd is an intellectual property holding company, established to hold all or most of the intellectual property of Johann L Bendien and companies within the group. Johann L Bendien has assigned all or most of the intellectual property to the company. Existing intellectual property of the company group is assigned to the company by other group members, with ongoing arrangements in place to ensure that future intellectual property is also held by the IP holding company (Reinforce After Forming Technology Ltd).
Reinforce After Forming Technology Ltd is a passive entity that does not trade. Reinforce After Forming Technology Ltd is the holding company and also the ultimate parent company of the corporate group. The IP holding company (Reinforce After Forming Technology Ltd) may enter into one or more written or unwritten licences, with other companies in the group to allow them to use the intellectual property. These other group members may then enter into contractual relationships with customers and other third parties, in relation to the intellectual property, but only with permission from the Parent company - Reinforce After Forming Technology Ltd.
Reinforce After Forming Technology Ltd has been established for the following reasons:
Administration - to facilitate centralised management of all the intellectual property assets of Reinforce After Forming Technology Ltd.
Asset protection - to quarantine the intellectual property of Reinforce After Forming Technology Ltd from claims against the operating company/companies exploiting it - by placing the intellectual property in a non-trading entity (Reinforce After Forming Technology Ltd), which does not have a contractual or other relationship with customers.
Taxation/finance - to enable revenue (for Reinforce After Forming Technology Ltd or other companies within the group) to be generated in low-income jurisdictions, or to obtain research and development grants or deductions in jurisdictions with favourable rules.
Structured finance or securitisation - to enable the intellectual property assets of Reinforce After Forming Technology Ltd to be effectively separated from other assets, so they can be made available as security or sold.
In addition:
Dispose/spin-off - to facilitate the sale of the intellectual property or spin-off financial income linked to the IP of REINFORCE AFTER FORMING TECHNOLOGY.
Other functions
Future intellectual property - the assignment and licensing agreements will cover assignment to the holding company and licensing back to the subsidiary of future intellectual property created by the operating subsidiary (derived from the IP of Reinforce After Forming Technology Ltd).
New intellectual property of a subsidiary will be owned by the parent company (Reinforce After Forming Technology Ltd), but not the subsidiary company.
Moral rights in copyright works - moral rights are held by the individuals creating the works and cannot be assigned. However, consents can (and should) be obtained to do acts, which would otherwise infringe the author's moral rights (related to Reinforce After Forming Technology Ltd and its IP), particularly if third party licences are granted.
Any moral rights consent obtained must be broad enough to allow the IP holding company (Reinforce After Forming Technology Ltd) and third party licensees and assignees, to do acts, which would otherwise infringe the individual's moral rights.
Taxation implications (including GST) - all taxation implications arising from assignment and licensing need to be explored, especially if the holding company (Reinforce After Forming Technology Ltd) is incorporated overseas.
Stamp duty - stamp duty issues associated with a company or business acquisition, disposal or re-organisation should be carefully considered.
Grant terms - the impact on any research and development or commercial grant applications or awards must be considered in advance, particularly in relation to compliance with or fulfilment of applicable grant conditions.
If there are no sales by the holding company or royalties from the licensee, then the holding company (Reinforce After Forming Technology Ltd) has no claim for damages in infringement action (account of profits and injunction may be available). The owner cannot recover damages suffered by the licensee. This applies to patents, designs, copyright and trade marks.
Licensing does not jeopardise registration of the IP owned by Reinforce After Forming Technology Ltd, in respect of a patent, design or copyright. However, if REINFORCE AFTER FORMING TECHNOLOGY Ltd does not use the trademark itself (REINFORCE AFTER FORMING TECHNOLOGY), the trademark may be vulnerable to removal for non-use. Use by the licensee is only use by the owner if the owner controls use of the mark by financial, quality or other control. Financial control occurs if the licensee is a subsidiary and is subject to the owner's financial control. Quality control occurs where the owner enforces quality standards.
Other control may be established by REINFORCE AFTER FORMING TECHNOLOGY Ltd in a company group context even though the trademark owner does not control the related company using the mark but this can be problematic.
A mark is vulnerable to removal if its use may mislead the public as to the quality or origin of goods. (More of an issue for third party licensing than licensing within a group).
Concluding remarks
Due to the inconsistent legal requirements applying to the different types of intellectual property, care must be taken in deciding whether to establish an IP holding company (in this case Reinforce After Forming Technology Ltd). Documentation of the transfer of the intellectual property into the company and in any licences of the intellectual property into REINFORCE AFTER FORMING TECHNOLOGY Ltd also requires close attention. A regular review of contractual arrangements is essential to ensure that the intellectual property can be protected and defended in an infringement situation.
Pera Report (Summary)
Concept to Market
Reinforce After Forming Technology Ltd own the IP to a manufacturing process that is capable of replicating highly detailed three dimensional architectural ornamentation from original work. The process involves modern processing technology based on vacuum forming of a polymer skin and the injection of a foamed reinforcing medium to produce finished product with a finely detailed surface that faithfully replicates the original work.
Doors
An assessment has been made of proposed RAFT manufacturing technology for the production of kitchen and bedroom door presentations, which comprises vacuum formed PVC surface detail supported by a PU foamed backing. The basic RAFT process as proposed by Ben Bendien is considered viable and mirrors existing, well established PU Processing Technology.
An outline specification for a manufacturing facility was developed by PERA which describes a system capable of producing 2,000 door units per working day. The facility is based on RAFT technology and a two shift working, using a manual labour and handling approach. The machine system proposed represents good practice for the manufacture of low volume product. A report of this technology assessment is available as a download along with a job profile for the manufacturing management role. See PERA Full Report
An assessment has been made of the potential market for the RAFT product. The product has a wide range of market applications including kitchen and bedroom door presentations, mirror and picture frames, internal and external doors, bed headboards and ornamental fascias.
The UK Furniture market was estimated at £11 billion retail sales value in 2002. The UK Furniture market at manufacturers' selling prices (excluding commercial office furniture) was estimated at £4,280 million in 2006. The World Furniture production market was valued at around £140 billion in 2005.
The UK market for furniture doors and panels is estimated to be worth £736 million per annum at MSP. This is the largest prospective market for the RAFT product. MFI is one of the dominant suppliers in this market and estimates have been provided of its size and share of each of the market segments. A report outlining market potential and detailing potential partners can be provided by RAFT.
An outline PowerPoint presentation has been generated by RAFT communicating the business proposition, potential global market, key issues and major risks. Initial costings have been prepared for MFI (or other manufacturer) trial door panel and single production lines. Costings are also available for own frame production based on financials from the RAFT business plan. See MFI Case Study
Different market entry scenarios have been discussed including in-house production, licensing, and partnering with major furniture and smaller niche manufacturers.
The initial objective is for RAFT to develop a dedicated "One Stop" machine and then to reach a licensing deal and 'trial' the door panel production line with a major manufacturer.
