The role of mining in the economic development of the country is indisputable, however, this economic activity cannot be alien to the new challenges of the industry. In this sense, innovation plays a relevant role in the modernization of mining, adding value in the different stages of the production chain.
For the Antofagasta Minerals Group (hereinafter also “Antofagasta Minerals”; “Grupo Minero” or the “Company”) innovation is part of its strategy and has been a protagonist since its origins. This is how the Company's own chart of values establishes the recognition and promotion of new ideas that allow improving work practices and ways of relating to others, seeking to create value for the organization, people and the environment. To a greater extent, the Mining Group considers development and innovation activities as a strategic pillar, to the extent that they contribute to the strengthening of the other pillars of the Company (operations of excellence, safety and sustainability, and growth).
In this way, Antofagasta Minerals, through mechanisms such as those indicated in these Terms and Conditions, seeks to “promote, promote and execute innovation initiatives or projects covered by an internal regulatory framework that allow generating value to the Company's activities”.
In the fulfillment of these objectives, Antofagasta Minerals summons its workers, collaborators and / or any legal person, public or private, with or without profit, incorporated in Chile or abroad, to postulate its innovation initiatives or projects with in order to support its research, validation, development, implementation and transformation process in an innovation that generates positive impacts on the business.
3.1 APPLICANTS
Those who meet the following requirements may apply for innovation initiatives or projects:
In the event that the application is led by one or more employees of the Company, it must have the backing of a sponsor of area of interest, so that the initiative can be approved and implemented in the Company. Ideally, these applications should be accompanied by a company that has the technical capabilities to implement and market the innovation and / or technology resulting from the innovation initiative or project. However, and if the application is not accompanied by a company, Antofagasta Minerals may directly search the company after the application.
To be a company or collaborating entity of the Antofagasta Minerals Group. For these purposes, it will be understood as a collaborating company (s) those (s) that are contractors of the Company, or have some type of commercial contractual relationship with it.
Be a legal person, public or private, with or without profit, incorporated in Chile or abroad. Applications made by Universities, Technology Centers, Institutes and / or Research Centers should ideally be accompanied by a company that has the technical capabilities to implement and market the innovation and / or technology resulting from the innovation initiative or project.
Notwithstanding the foregoing, Antofagasta Minerals reserves the right to accept research initiatives or projects that do not meet the requirement set forth in the preceding paragraph. In this case, the Company will condition the acceptance of the innovation initiative or project to comply with the previously stated requirement, in the time and manner established by it.
To be a technology-based company created from a technology that emerged from a University, Professional Institute, Technology Center, Institute and / or Research Center. For these purposes, the application must be made with the technology that gives rise to the technology-based company and the existence of a license agreement, license option agreement or some other formal commitment to transfer the technology to the base company must be accredited. Technological application, which allows it to develop, validate, implement and market the technology with third parties.
The provisions related to Intellectual Property, benefits for Antofagasta Minerals, confidentiality and use of information, which are established in this Terms and Conditions document, will be applied depending on the type of participant that postulates an innovation initiative or project, as indicated in points 7, 8 and 12 of this instrument.
3.2 APPLICATION REQUIREMENTS
The innovation initiatives or projects postulated should take into consideration the following:
In any case, the participant must inform at the time of the application if he has presented or has been awarded financing funds, public or private, to develop the innovation initiative or project, in order to determine if there are incompatibilities, which will be qualified and resolved by the Evaluation Committee.
If the lack of veracity is verified in the background presented by an applicant, the applicant will be disabled from the application process. In the event that an innovation initiative or project has been accepted by the Company based on false background, it will be disabled to receive the financing indicated in point 5 of this document, regardless of the legal actions that the Company may take against the Applicant, if applicable.
4.1 SCOPE OF INNOVATION INITIATIVES OR PROJECTS
Any applicant may participate with any innovation initiative or project that seeks to introduce a new or significantly improved product (good or service), process, marketing method or organizational method, which is developed based on new knowledge or the combination of pre-existing knowledge.
However, innovation initiatives or projects that apply must respond to the operational and technological challenges of the Antofagasta Minerals Group, or generate a new way of executing a business process. For these purposes, the Company may define certain priority challenges based on its strategic development areas, which will seek to be resolved through the postulated innovation initiatives or projects.
4.2 DEVELOPMENT STATUS OF INNOVATION INITIATIVES OR PROJECTS
Innovation initiatives or projects that apply to the Open Innovation Model of Antofagasta Minerals, may be in the following development stages:
Research stage: Refers to the initiatives or projects that have previous antecedents that support a hypothesis of a technology, product or service, and that with the development of the research achieve their validation through a proof of concept, model or prototype evaluated under laboratory or small scale conditions.
Validation phase / industrial pilot stage: Unlike the initiatives in the research and development phase, in this case the validation of the technology, product or service is required, under industry standards and industrial requirements, in order to evaluate its subsequent scaling;
Development and scale-up stage: Refers to initiatives and projects with a greater degree of maturation that require testing and adjustment of technology on an industrial scale to reach the market.
5.1 FINANCING OF SELECTED INNOVATION INITIATIVES OR PROJECTS
Innovation initiatives or projects selected by the Company will receive financing for the execution of the project through the Company's Innovation Fund (FOINN). The amount and financing conditions will be established by the Company at the time of approving an initiative and must be reflected in the respective financing contract that must be signed between Antofagasta Minerals and the winning bidder of the proposal, as indicated in point 6 of this instrument.
Notwithstanding the provisions of the preceding paragraph, Antofagasta Minerals may suspend and / or terminate the execution of the project and its respective financing for well-founded reasons in advance. For the purposes of this instrument, well-founded motives, among others, shall be understood as the inappropriateness of intellectual property assets that make the adoption and operational use of a resulting technology or innovation by the applicant or the company unfeasible; change of market conditions that imply a lack of interest in the resulting technology or innovation by the company; lack of maturity or development of technology that hinder its operational use in reasonable times; regulatory difficulties that impede its operational use in reasonable times. Additionally, at the end of a stage or milestone of the project, the Company may terminate its execution and its respective financing in advance, in case the results obtained are not satisfactory for Antofagasta Minerals depending on the objectives of the project.
On the other hand, the winning bidder of the proposal is obliged to inform the Company as soon as possible and propose the anticipated termination of the Project, if it reaches the conviction that it will not achieve the expected results, it cannot be executed within reasonable parameters, or has lost relevance.
5.2 FUNDABLE ACTIVITIES AND FINANCING CONDITIONS
The necessary and relevant activities for the fulfillment of the general objective and the specific objectives of the respective innovation initiatives or projects approved by the Company may be financed for it.
Each selected innovation initiative or project must have a Work Plan and budget that will be reviewed and approved by the Company. These documents will be an integral part of the financing contract that must be signed between Antofagasta Minerals and the winning bidder of the proposal, as indicated in point 6 of this instrument. The expenses that will be financed through the FOINN of Antofagasta Minerals will be identified in the budget of the selected innovation initiatives or projects.
The budget presented by the participant must meet the following characteristics:
You must distinguish the following types of expenses: Human Resources (includes remuneration and fees of technical and professional personnel hired for the execution of the initiative or project); operational (related to the direct expenses associated with the execution of the project, such as studies; laboratory, field and / or industrial tests; consulting and services); investment expenses (it refers to the expenses in the acquisition of equipment, and / or improvements of inventory assets destined for the project. These expenses must be justified in relation to their connection with the project);
It should indicate the main activities and milestones that will be achieved at the end of the project execution.
When the project is awarded, Antofagasta Minerals will agree with the applicant / winner of the initiative the milestones that must be met at each stage of the project. The Company will evaluate the fulfillment of the agreed milestones and if it concludes that these have been achieved, the project may continue with the next stage. On the contrary, if after the analysis of the milestones Antofagasta Minerals concludes that in his opinion there is no adequate level of compliance, he may terminate the project in advance, and the resources considered for the execution of the following stages will not be delivered.
When selecting an initiative, the Company will establish the conditions for awarding it. This document shall be an integral part of the financing contract indicated above.
5.3 RECOGNITION OF APPROVED PROPOSALS SUBMITTED BY COMPANY EMPLOYEES
Approved innovation initiatives or projects that have been nominated by workers of the Mining Group will receive recognition under the Recognition Scheme for Innovation Projects, found in the Learn to Innovate section of the Innovaminerals website (www.innovaminerals.cl) .
In this regard, workers may have the following categories depending on their degree of participation in the execution of an innovation initiative or project:
Applicant for the initiative: In this case, the worker applies and is awarded an initiative, but the Company defines that he is not the one to develop it, due to the skills necessary for this purpose. In this sense, the Company reserves the right to appoint another worker as leader of the initiative or project. In any case, the worker will receive recognition according to the Recognition Scheme for the Company's Innovation Projects.
Applicant and leader of the initiative: In this case, the worker is the one who postulates the initiative, but at the same time he is in charge of executing it, depending on his technical expertise. If the initiative is approved by the Company, its execution will be incorporated as a formal objective in the Annual Employee Performance Agreement. In addition, the worker will receive recognition in accordance with the Recognition Scheme for Innovation Projects for having submitted to DINN.
Leader of the initiative: It is the worker designated by the Company for the execution of an innovation initiative or project. In this case the worker is not the generator of the proposal but executes it. If the initiative is approved by the Company, its execution will be incorporated as a formal objective in the Annual Employee Performance Agreement.
Applicants who are awarded an innovation initiative or project within the framework of the Open Innovation Model of Antofagasta Minerals, must execute the projects efficiently and under the terms and conditions approved by the Company. Likewise, they must sign a financing contract with the Company, which will include all the rights and obligations of the applicants. This Terms and Conditions will be an integral part of the financing contract.
The contracts signed with the innovation initiatives or projects selected by Antofagasta Minerals must include at least the following elements: terms and conditions of the project award; general and specific objective; expected results; financing and project execution period; power of unilateral termination of the contract; description of the activities to be carried out within the framework of the project execution (Work plan and budget); Intellectual Property and use of the results of the project (technology or resulting innovation) by the Company under preferential conditions; among others.
In the case of innovation initiatives or projects nominated by employees of the Company, they should not sign the financing contract indicated above. However, those Company employees who are leaders of the awarded initiatives or projects must incorporate the project as a formal objective in their annual performance agreement.
7.1 OWNERSHIP OF THE INFORMATION CONTAINED IN THE APPLICATION FORM
Applicants for an innovation initiative or project will be the exclusive owners of the information contained in the respective application form. In this way, the application of an innovation initiative or project will not mean in any case a transfer, sale, transfer or license of any type of intellectual property to the Company, unless expressly agreed otherwise. For these purposes, and for the sole purpose of applying for an innovation initiative or project, the participant declares under oath to be the sole owner and / or owner of the intellectual, industrial and / or other intellectual property rights that may be related to the information contained in the respective application form, if any. As such, the participant assures and guarantees that he has previously obtained the written consent and / or authorization of all the persons and institutions that have participated directly and indirectly in the generation of the innovation initiative or project that he postulates. It is noted that Antofagasta Minerals may only use the information contained in the application form for the purposes of evaluating the innovation initiative or project, in accordance with the provisions of section 12 of these Application Bases. This limitation on the use of the information contained in the Application Form extends for a period of 12 months, counted from the date of application of an innovation initiative or project. After this period or if the information has been made public for reasons beyond the Company, there will be no impediment for the company to use the information contained in the Application Form.
The provisions of the preceding paragraphs do not apply to those applications made by workers of the Mining Group, in which the innovation initiative or project relates to the functions that said worker performs in the Company, or is based on the use of the facilities, knowledge or resources of Antofagasta Minerals, since in accordance with current regulations on Intellectual or Industrial Property, in such cases the rights belong to the Company.
7.2 INNOVATION INITIATIVES OR PROJECTS THAT HAVE PREVIOUS INTELLECTUAL OR INDUSTRIAL PROPERTY (PREVIOUS IP)
If an innovation initiative or project has previous IP, it will belong to the applicant that generated it. If previous IP is required for the execution of the innovation initiative or project that is funded by Antofagasta Minerals, the applicant and holder of the same shall guarantee the use previous IP and its freedom of operation. This use or provision of prior IP shall be made to the extent that the holder of prior IP has no prior obligations, which compromise the exclusive use thereof.
7.3 OWNERSHIP OF FUTURE INTELLECTUAL OR INDUSTRIAL PROPERTY (FUTURE IP) THAT IS GENERATED AS A RESULT OF THE EXECUTION OF AN INNOVATION INITIATIVE OR PROJECT
In this case, it must be distinguished whether said future IP arises from initiatives or projects nominated by workers of the Company or by third parties (collaborating company or entity; legal, public or private person, with or without profit, constituted in Chile or in the foreigner; or a technology-based company):
Future IP generated in innovation initiatives or projects nominated by workers of Antofagasta Minerals: The results of these innovation initiatives or projects are the product of the functions performed by workers in the Company, who in turn have used the facilities and resources of the institution to obtain them. In view of this, and in accordance with current regulations on Intellectual and Industrial Property, the ownership of the IP over these results will belong to Antofagasta Minerals. In this case, the workers are obliged to subscribe the necessary documentation that is required by the competent bodies, both national and international, that allow these intellectual or industrial property rights to be filed in the Company.
Future IP generated in innovation initiatives or projects nominated by third parties: The ownership of the IP on the results generated after the execution of these innovation initiatives or projects, as well as the scope of the rights and obligations associated with the ownership of the future IP It will be regulated in the respective financing contract that the Company will sign with the applicant, in accordance with the provisions of section 6 of these Terms.
8.1 EXPECTED BENEFITS FOR ANTOFAGASTA MINERALS
Antofagasta Minerals reserves the right to preferential use of the innovation and / or technology resulting from the innovation initiative or project. In this regard, the terms and conditions of this Company's right of preferential use will be duly regulated in the financing contract that must be signed between the Mining Group that finances the execution of the project and the third party, as established in point 6 of this Terms and Conditions document.
Within the framework of this right of preferential use in favor of Antofagasta Minerals, the applicant is obliged to provide the innovation generated (be it a product or service, process, marketing method or organizational method) to the Company, its subsidiaries and related companies, for the period of time and under the conditions regulated in the respective financing contract.
In the case of innovations and / or technologies resulting from innovation initiatives or projects led by Company employees, the future IP generated will belong to Antofagasta Minerals in accordance with the provisions of section 7.3. of this document. However, the Company may grant a license to the company that will implement and use the innovation and / or resulting technology within Company operations or in a third parties. It should be noted that this company must participate in the execution of the initiative.
The company that receives the license for innovation and / or technology in accordance with the provisions of the preceding paragraph, must provide the innovation generated (whether it is a product or service, process, marketing method or organizational method) to the Company , for the period of time and under the conditions regulated in the respective license agreement.
8.2 EXPECTED BENEFITS FOR APPLICANTS AND / OR PERFORMERS OF INNOVATION INITIATIVES OR PROJECTS
In this case, it is necessary to distinguish between the expected benefits for the Company's employees who apply for and award an innovation initiative or project; Company employees who lead an innovation initiative or project; the companies that participate in the execution of an innovation initiative or project postulated and / or led by a worker of the Company and the third party applicants that are regulated in letters b, c and d of point 3.1. of these Bases.
Expected benefits for employees of the Company who apply for and award an innovation initiative or project: In accordance with the provisions of letter a. from point 5.3. of this document, the worker (s) will receive special recognition in the framework of the annual Innovation Ceremony of Antofagasta Minerals.
In accordance with the provisions of letters b and c of point 5.3. of these Bases, the project will be incorporated as a formal objective in the Annual Performance Agreement of the worker, in the terms established in the respective Performance Agreement.
Expected benefits for companies that participate in the execution of an innovation initiative or project postulated and / or led by a Company worker: As indicated in point 8.1. of this document, awarded applicant companies may receive a license to use the innovation and / or technology resulting from the execution of the project. While this license will allow you to market the innovation and / or technology with third parties, the company must provide the innovation generated (whether it is a product or service, process, marketing method or organizational method) to the Company, its subsidiaries and companies related for the period of time and under the conditions regulated in the respective license agreement.
9.1 APPLICATION PROCEDURE
Applicants must complete the Online Application Form, which is accessed through the website: www.innovaminerals.cl. Besides, the applicant must accept these Bidding Terms. For all legal purposes, these Application Bases are binding for applicants and are an integral part of the project, contracts and any other document that is signed to regulate the execution of innovation initiatives or projects that are funded by Antofagasta Minerals within the framework of its open innovation model.
9.2 APPLICATION DEADLINES
The deadline to apply for the Program is indefinite. Therefore, applicants may submit proposals for innovation initiatives or projects at any time and without deadlines.
Upon receipt of the application background, an email will be sent to the applicant, within ten (10) business days, confirming receipt of the background. Said email will indicate if the application form complies with the minimum contents established in point 9.4. of this Terms and Conditions.
9.3 INCOMPLETE APPLICATIONS
Applications that do not contain all the information requested by the form will have a period of ten (10) business days to correct these formal vices. This period will be counted from the proper notification to the applicants, which will be sent to the applicants to the contact email that they had included in the application form.
The omission in correcting the identified errors, within the indicated period, will determine that the application is considered not presented.
Any inconvenience in the notification attributable to an error in the identification of the contact information on the form will be the sole responsibility of the applicant.
9.4 CONTENT OF THE APPLICATION FORM
The application form must be completed according to the information required in it, in a way that allows for the most complete understanding of the proposed initiative. The following data in the Form will be considered essential:
9.5 ANNEX TO THE APPLICATION FORM
Considering the situation of each postulated innovation initiative or project, the following must be attached as an annex to the Application Form:
10.1 EVALUATION
Within the framework of said evaluation process, the Company may request additional information from the applicants; evidence for the validation of the statements and / or hypotheses contained in the application forms, or require oral presentations to the applicants.
10.2 SELECTION
The result of the evaluation process will be established in the respective selection document. The results of the evaluation will be communicated to the applicants to the contact email they have included in the application form.
11.1 FOLLOW-UP OF AWARDED PROJECTS
In order to provide additional support to the committed financing that helps to ensure the achievement of the objectives of the Project, Antofagasta Minerals through EGINN will constantly monitor the projects and due compliance with the committed budget and the Work Plan that will form integral part of the financing contract.
For these purposes, the Company may request periodic meetings with the leader of the initiative, with the purpose of evaluating the correct progress of the project execution. Within the framework of said meetings, the Company may require modifications to the Work Plan, deadlines and / or budgets. In this case they must be incorporated as an Annex to the financing contract, in the case of projects awarded to third parties, or in the Performance Agreement in the case of proposals awarded by Company employees.
11.2 REPORTS
For the proper follow-up of the project, the initiative leader will deliver technical and financial-accounting progress reports to Antofagasta Minerals. These reports will be delivered monthly and must account for the following:
Technical report: It must include the activities and results of the period of the report in question, in relation to the stages, activities and results committed in the project; the results effectively achieved with the respective background that accredit its realization and, in case one or more results have not been achieved within the deadline, it must contain the justification for its non-realization. In this case, the report must propose how the work plan will be modified to achieve the pending results, and the partial and final project within the deadlines and resources established in the contract. In addition, the information should be uploaded to the online project management system, which will be provided by the innovation management team to the project leader.
The rendering of expenses of the period contemplated in the report, and the rendering of accumulated expenses at that same date for each of the different sources of financing, with their corresponding support.
Once the project is completed, the participant will have a period of up to thirty (30) business days to present the final technical and financial-accounting report. These reports must contain the same information indicated above but in an accumulated manner, covering the entire period of project execution. Likewise, said report should indicate the strategy for the protection of the results obtained through intellectual or industrial property rights (only if applicable), as well as the operational scale-up strategy.
Confidential Information means all information, knowledge and technical data or not, including but not limited to patents, copyrights, trade secrets and proprietary information, concepts, ideas, sketches, drawings, documents, models, inventions, know-how, methods, techniques, processes, devices, equipment, algorithms, technical and scientific information, research data, unpublished discoveries, technical reports, computer programs, formulas, protocols, financial or marketing data, business plans, that are disclosed by one Party to the other during the term of this Agreement.
The Parties agree that all information that is transmitted, disclosed and / or disclosed between them should be considered confidential without the need for any special identification, whether it is transmitted verbally, in writing, digitally or in any other way, whether tangible or not.
For its part, Antofagasta Minerals, in its capacity as convener of this initiative, ensures the confidentiality of all information provided by the participants. Similarly, Antofagasta Minerals will ensure compliance with these confidentiality obligations of any person who has or is going to have access to confidential information, including the members of the Evaluation Commission, who must sign the respective agreement and / or declaration of confidentiality, if applicable.
The Parties will use the Confidential Information only in relation to the objectives of this instrument and will not make it known to any third party, apart from their own subsidiaries, employees, managers, officials or third parties linked by similar confidentiality obligations that should have access to the Confidential Information to achieve the objectives of these Bases. In this sense, during the period of nomination of innovation initiatives or projects, Antofagasta Minerals may only use the information provided by the participants for their evaluation, so that in case of an innovation initiative or project If it is not awarded by the Company, the Company may not use said information for its own purposes. This obligation does not apply to applications submitted by Company employees. On the other hand, if the participants have access to confidential information of the Company, they may only use it for the purpose of applying for innovation initiatives or projects, or for the purposes of executing these projects.
The standard of care for the protection of Confidential Information imposed on the receiving Party shall be the degree of attention that the receiving Party uses, but not less than reasonable care, to prevent the disclosure, publication or dissemination of its own Confidential Information. For greater certainty, the Parties are obliged to follow the standard of mild fault for these purposes.
It will not be considered as confidential information for the purposes of this document:
The participant guarantees under his sole responsibility that the content of the innovation initiatives or projects that he postulates are from his original creation, or he has the respective authorizations to make use of said information and results. In the same way, the participant undertakes to assume all responsibility and indemnify the Company in respect of all and any damage arising from third party claims.
In case of breach of the commitments assumed in this document, the participant will be liable for the damages that their acts or omissions could cause to Antofagasta Minerals.
