Intellectual Property, Confidentiality, Publicity & Future Commercialisation

YOUR IDEA REMAINS YOURS.

ITS FUTURE REQUIRES A SEPARATE CONVERSATION.

Spice The Lore is built around creative experimentation. These terms explain the relationship between participant-created work and SpicedLore’s rights to operate, document and communicate the programme.

1. DEFINITIONS

For these terms:

“Underlying Creation”

Means the participant’s original formulation, recipe, concept, method, creative expression or product idea, excluding:

  • Third-party material;
  • Material owned by another person;
  • Pre-existing SpicedLore material;
  • Programme materials;
  • Ingredients or technical information supplied by third parties;
  • Information subject to confidentiality or contractual restrictions.

“Submission”

Means any material provided to SpicedLore in connection with the programme, including:

  • Product samples;
  • Recipes;
  • Formulations;
  • Product descriptions;
  • Photographs;
  • Videos;
  • Written explanations;
  • Product stories;
  • Commercial plans;
  • Supporting documents;
  • Presentation materials.

“Commercialisation”

Includes:

  • Manufacturing;
  • Licensing;
  • Distribution;
  • Retail;
  • Wholesale;
  • Product launch;
  • Co-branding;
  • Product development;
  • Packaging;
  • Marketing;
  • Export;
  • Assignment;
  • Sale or other commercial exploitation.

2. OWNERSHIP OF THE UNDERLYING CREATION

Subject to these terms and applicable law, the participant retains ownership of their original Underlying Creation.

Participation in Spice The Lore does not, by itself, transfer ownership of the participant’s original formulation or recipe to SpicedLore.

SpicedLore does not automatically become the owner of:

  • A participant’s original recipe;
  • A participant’s original formulation;
  • A participant’s original product concept;
  • A participant’s independently created creative work.

However, this ownership statement does not apply to:

  • Material owned by someone else;
  • Employer-owned or client-owned work;
  • Confidential information;
  • Third-party intellectual property;
  • Material developed under a separate written agreement;
  • Material that incorporates pre-existing rights owned by SpicedLore or another party.

3. THE PARTICIPANT MUST HAVE THE RIGHT TO SUBMIT

Each participant represents and warrants that:

  1. They created the submitted work or have all necessary rights and permissions;
  2. They have the legal right to participate personally;
  3. The submission does not breach an employment or consultancy agreement;
  4. The submission does not breach a client agreement;
  5. The submission does not violate confidentiality obligations;
  6. The submission does not knowingly infringe third-party rights;
  7. Any collaborators have provided the necessary permissions;
  8. All relevant third-party contributions have been disclosed where required.

The participant is solely responsible for verifying their right to submit the work.

4. EMPLOYER, CLIENT AND WORKPLACE RIGHTS

Participants must not submit:

  • Employer-owned formulations;
  • Client-owned recipes;
  • Restaurant-owned proprietary products;
  • Confidential product-development work;
  • Trade secrets;
  • Internal research;
  • Unpublished commercial information;
  • Work created under an agreement that restricts personal use;
  • Work created using confidential resources without permission.

A participant who works for a company, restaurant, hotel, laboratory, brand or other organisation must independently determine whether they have the legal right to participate and submit their work.

SpicedLore does not resolve disputes between a participant and an employer, client, collaborator or other rights holder.

If a rights dispute arises, SpicedLore may suspend evaluation or remove the entry until the matter is resolved.

5. THIRD-PARTY MATERIAL

Participants must not include third-party material without the necessary permission.

This includes:

  • Copyrighted recipes;
  • Proprietary formulations;
  • Trademarks;
  • Brand names;
  • Trade secrets;
  • Confidential information;
  • Protected manufacturing processes;
  • Unauthorised photographs;
  • Unlicensed written content;
  • Third-party product designs;
  • Confidential supplier information.

A participant must not represent third-party work as their own.

The participant is responsible for claims arising from unauthorised third-party material in their submission.

6. LIMITED LICENCE TO SPICEDLORE

By submitting materials to Spice The Lore, the participant grants SpicedLore a non-exclusive, worldwide, royalty-free licence to use the Submission solely as reasonably necessary to:

  • Receive and administer the entry;
  • Verify eligibility;
  • Evaluate and judge the submission;
  • Organise tastings or presentations;
  • Document the programme;
  • Photograph or film the product;
  • Communicate about the programme;
  • Publish competition-related content;
  • Prepare editorial, social media or programme materials;
  • Maintain internal programme records;
  • Promote Spice The Lore and its outcomes.

This licence does not automatically transfer ownership of the participant’s Underlying Creation to SpicedLore.

Where legally required, specific consent may be obtained for particular uses.

7. PUBLICITY AND CREATOR STORY

Participants may be invited to share:

  • Their background;
  • Their creative process;
  • Their product story;
  • Their inspiration;
  • Their experience of the programme;
  • Photographs or videos;
  • Statements or interviews.

SpicedLore may edit programme-related material for length, clarity, format or editorial presentation, provided that it does not knowingly misrepresent the participant’s material statement.

Participants should not submit information that they wish to remain confidential unless confidentiality has been expressly agreed in writing.

8. CONFIDENTIALITY

Participants must not submit confidential information belonging to:

  • Employers;
  • Clients;
  • Restaurants;
  • Brands;
  • Suppliers;
  • Collaborators;
  • Other participants;
  • Third parties.

SpicedLore may not be able to treat a submission as confidential unless the participant has expressly requested confidentiality and SpicedLore has agreed to it in writing.

Participants acknowledge that certain programme activities, tastings, presentations or publications may involve disclosure of product concepts.

Participants should therefore avoid submitting:

  • Trade secrets;
  • Unnecessary proprietary details;
  • Unauthorised third-party information;
  • Information that cannot legally be disclosed.

Any confidentiality obligation specifically agreed in writing will continue according to its terms.

9. EVALUATION AND INTERNAL USE

SpicedLore may share a Submission with persons reasonably involved in the programme, including:

  • Judges;
  • Advisors;
  • Technical reviewers;
  • Programme staff;
  • Event personnel;
  • Relevant service providers;
  • Selected partners involved in evaluation.

SpicedLore will endeavour to limit access to what is reasonably necessary for programme purposes.

However, SpicedLore does not guarantee that every submission will remain undisclosed, particularly where the participant voluntarily presents or publishes the concept publicly.

10. NO AUTOMATIC COMMERCIALISATION

Participation does not create an obligation for SpicedLore to:

  • Manufacture a product;
  • Launch a product;
  • Fund development;
  • Purchase a product;
  • License a product;
  • Distribute a product;
  • Invest in a participant;
  • Enter into a partnership;
  • Employ a participant;
  • Provide future opportunities.

Selection as a finalist or winner does not guarantee commercialisation.

A product may be recognised for its creativity without being suitable for commercial development.

11. FUTURE DEVELOPMENT OPPORTUNITY

SpicedLore may, at its discretion, invite a participant to discuss:

  • Further product development;
  • Reformulation;
  • Sensory testing;
  • Technical validation;
  • Packaging;
  • Branding;
  • Manufacturing;
  • Distribution;
  • Licensing;
  • Retail;
  • Hospitality applications;
  • Co-development;
  • Commercial launch.

Any such invitation is exploratory only.

It does not constitute:

  • An offer;
  • A binding commitment;
  • A promise of commercialisation;
  • A promise of payment;
  • A guarantee of launch;
  • A transfer of intellectual property.

12. SEPARATE COMMERCIAL AGREEMENT

Any commercialisation or formal collaboration must be documented through a separate written agreement.

That agreement may address:

  • Ownership;
  • Licensing;
  • Assignment;
  • Exclusivity;
  • Territory;
  • Duration;
  • Royalties;
  • Fees;
  • Manufacturing;
  • Development costs;
  • Packaging;
  • Branding;
  • Distribution;
  • Quality control;
  • Regulatory responsibility;
  • Product liability;
  • Confidentiality;
  • Termination;
  • Post-termination rights.

No commercial relationship exists merely because:

  • A participant submitted an entry;
  • A product was shortlisted;
  • A participant won;
  • SpicedLore expressed interest;
  • A product was photographed;
  • A product was discussed publicly.

13. FIRST DISCUSSION WITH SPICEDLORE

Where SpicedLore expresses a written interest in exploring the development or commercialisation of a participant’s Submission, the participant agrees to provide SpicedLore with a reasonable opportunity to discuss a potential collaboration before entering into a substantially similar commercial arrangement concerning the same Submission.

This clause does not, by itself, transfer ownership or create an obligation to enter into a commercial agreement.

The duration, scope and legal effect of any exclusive negotiation, first-refusal or first-offer arrangement must be set out in a separate written agreement.

14. RESTRICTIONS ON REUSE AND COMPETING COLLABORATIONS

A participant must not represent that SpicedLore has endorsed, approved or partnered in relation to a product unless SpicedLore has provided written permission.

A participant must not use:

  • SpicedLore’s name;
  • Spice The Lore branding;
  • SpicedLore logos;
  • Programme imagery;
  • Partner marks;
  • Programme-specific confidential information;

for an independent commercial launch without the necessary permission.

Where a participant seeks to commercially launch or license the same or substantially similar product concept developed specifically for Spice The Lore, the participant should first approach SpicedLore to discuss the proposed activity.

The participant must not imply that the product is an official Spice The Lore product or SpicedLore collaboration without a separate written agreement.

Important scope clarification

Any restriction concerning the use of the same concept with another soy sauce producer, brand or manufacturer should be set out in a separately negotiated and legally reviewed agreement identifying:

  • The exact product or concept covered;
  • The relevant time period;
  • The applicable territory;
  • The permitted and prohibited uses;
  • Any exceptions;
  • The parties’ respective rights;
  • The consequences of breach.

A broad restriction on all future work by a participant may be difficult to enforce and should not be assumed to arise from participation alone.

15. PARTICIPANT’S COMMERCIAL RESPONSIBILITY

The participant remains responsible for:

  • Food-safety validation;
  • Shelf-life validation;
  • Ingredient legality;
  • Allergen declarations;
  • Product labelling;
  • Manufacturing compliance;
  • Packaging compliance;
  • Licensing and registration;
  • Tax obligations;
  • Advertising claims;
  • Consumer safety;
  • Distribution requirements;
  • Any commercial activity undertaken independently.

SpicedLore’s evaluation or publication of a product does not constitute regulatory approval or a representation that the product is commercially ready.

16. FOOD SAFETY AND PRODUCT LIABILITY

The participant acknowledges that SpicedLore is providing a creative platform and does not act as the participant’s manufacturer, food-safety consultant, laboratory, regulator or quality-assurance provider.

The participant is responsible for ensuring that their product is safe and legally compliant before any proposed commercialisation or public distribution.

The participant must not sell, distribute or publicly serve an unvalidated product in a manner that may create a food-safety risk.

To the extent permitted by law, the participant agrees to indemnify SpicedLore and Tropical Trading Co. against claims arising from the participant’s:

  • Product;
  • Formulation;
  • Preparation;
  • Storage;
  • Handling;
  • Labelling;
  • Distribution;
  • Misrepresentation;
  • Negligence;
  • Breach of law;
  • Breach of these terms.

17. CREATOR WARRANTIES

The participant confirms that:

  • Their submission is original or properly authorised;
  • They have the right to submit it;
  • They have disclosed material collaborators;
  • They have not submitted confidential third-party information;
  • Their submission does not knowingly infringe third-party rights;
  • Their ingredient and allergen information is accurate;
  • Their product documentation is not misleading;
  • They will comply with applicable laws;
  • They will not make unauthorised commercial claims about SpicedLore or the programme.

18. DISQUALIFICATION AND REMOVAL

SpicedLore may remove, suspend or disqualify a participant or Submission where it reasonably believes that:

  • The participant breached these terms;
  • The Submission infringes third-party rights;
  • The Submission contains confidential information;
  • The participant provided false information;
  • The product presents a safety concern;
  • The participant acted dishonestly;
  • The integrity of the programme may be compromised;
  • Continued participation may create legal, reputational or operational risk.

Removal from the programme does not automatically determine ownership of the participant’s underlying intellectual property.

19. NO WARRANTY

SpicedLore provides the programme, resources and opportunities on an “as available” basis.

To the maximum extent permitted by law, SpicedLore does not warrant that:

  • The programme will operate without interruption;
  • A particular judge, producer or partner will participate;
  • A product will be selected;
  • A product will be commercially successful;
  • A Fellowship will occur as planned;
  • A Submission will receive media attention;
  • A commercial agreement will be offered;
  • Any particular business outcome will result.

20. LIMITATION OF LIABILITY

To the maximum extent permitted by law, SpicedLore and Tropical Trading Co. will not be liable for indirect, incidental, special, consequential or commercial losses arising from participation in the programme, including loss of:

  • Profits;
  • Revenue;
  • Business opportunities;
  • Reputation;
  • Anticipated savings;
  • Commercial prospects;
  • Intellectual-property value.

This limitation does not apply to liability that cannot legally be excluded or limited.

Any liability limitation, exclusion or indemnity must be interpreted subject to applicable law.

21. INDEMNITY

To the extent permitted by law, the participant agrees to indemnify and hold harmless SpicedLore, Tropical Trading Co., their officers, representatives, contractors, partners and programme personnel against claims, damages, losses, costs and expenses arising from:

  • Breach of these terms;
  • Breach of a third party’s rights;
  • Unauthorised disclosure of confidential information;
  • False or misleading declarations;
  • The participant’s negligence or misconduct;
  • The participant’s product or formulation;
  • Food-safety or allergen issues attributable to the participant;
  • Unauthorised commercialisation;
  • Unauthorised use of programme branding;
  • Breach of applicable law.

22. SURVIVAL

The provisions concerning:

  • Intellectual property;
  • Confidentiality;
  • Publicity;
  • Indemnity;
  • Product responsibility;
  • Commercialisation;
  • Restrictions on unauthorised use;
  • Limitation of liability;
  • Dispute resolution;

will survive the participant’s withdrawal, disqualification or completion of the programme to the extent applicable.

23. NO WAIVER

If SpicedLore does not immediately enforce a provision, this does not mean that SpicedLore has waived its right to enforce that provision later.

Any waiver must be expressly provided in writing.

24. SEVERABILITY

If any provision of these terms is found to be invalid, unlawful or unenforceable, that provision will be modified or removed to the minimum extent necessary, and the remaining provisions will continue to operate to the extent permitted by law.

25. GOVERNING LAW AND DISPUTES

These terms will be governed by the laws of India, subject to any mandatory legal requirements that may apply.

The parties should first attempt to resolve disputes through good-faith discussion.

If a dispute cannot be resolved amicably, it will be subject to the courts or dispute-resolution mechanism specified in the final legally reviewed Terms & Conditions.

Jurisdiction: Belagavi, Karnataka

26. ACCEPTANCE

By applying, enrolling, submitting a product or participating in Spice The Lore, the participant acknowledges that:

  • They have read these terms;
  • They understand that they retain ownership of their underlying original work;
  • They understand that SpicedLore receives limited programme-related rights;
  • They understand that commercialisation requires a separate agreement;
  • They accept responsibility for their product and submissions;
  • They agree not to submit unauthorised third-party material;
  • They agree to comply with the applicable rules and terms.