Marco Polo 100 Digital Build Challenge

Revolutionize construction, build affordable housing for $100/sq ft with 3D printing, prefabrication, robotics or new technologies.

Teams of
1 - 10 people

Competition Rules

Content

1.0 Definitions
2.0 Challenge Overview
3.0 Rules 13
4.0 Stage 1 - Qualifying Round
5.0 Stage 2 - Semi-Finals
6.0 Stage 3 & 4 Small and Big Building Construction
7.0 Big Building Construction
Appendix A - Building Specifications
Appendix B - Intellectual Property

This Challenge is sponsored by Horizon Marco Polo Inc., as general partner of Horizon Marco Polo LP, having an office at 60 St. Clair Avenue East, Toronto, Ontario, Canada, M4T 1N5. The aim of these Rules is to set out the terms and conditions governing your participation in the Challenge. By registering for this Challenge, you fully and unconditionally agree to comply with all of these Rules. If you do not agree with any one or more of these Rules, do not register for this Challenge and do not submit an Entry.

1.0 Definitions

Advisors - means all third party technical, financial and legal advisors, experts in the field of construction, robotics, or relevant technology, and consultants retained by Sponsor in any capacity to assist with administering and/or judging the Challenge.

Agorize – means Agorize SAS, a simplified join-stock company registered with the Paris Trade and Companies Registry, having an office at 15 rue Belranger, 75003, Paris, France who operates a web-based innovation platform established at www.agorize.com that specializes in organizing and executing open innovation challenges.

Applicable Regulations - means all applicable statutes, regulations, rules, ordinances, codes, licenses, permits, orders and approvals of each Governmental Authority having jurisdiction.

BIM - means a Building Information Model based on the BIM software tool (or equivalent) to be used by Contestant to create a full-scale building design of a livable habitat for the Challenge. The particulars of the BIM for the Small Building and Big Building are more fully described in Sections 5.3 and 5.4.

Big Building - means a 12 storey multi-residential building that is intended to be constructed by Sponsor based on Winner’s Design following selection by Judge’s for participation in Stage 4 of the Challenge.

Building Permit - means the official document issued under Ontario’s Building Code in the geographical location of the building project, which must be obtained before construction can commence in Ontario.

Canadian Standards Association (CSA) – means the public authority that certifies a product as having been independently tested and having met recognized standards for safety and/or performance.

Challenge - Marco Polo 100 Digital Build Challenge is a contest challenging Contestants to construct an apartment building using novel methods and procedures consisting generally of three phases namely: (1) an Entry Phase wherein a Contestant submits building design methods and procedures for consideration and selection by Judges (the “Stages 1 and 2”); (2) an initial construction phase wherein Finalists are selected from eligible Submissions to participate without remuneration in the construction of the Small Buildings using their Designs (the “Stage 3”); and (3) a winning construction phase where one of the Finalist’s Designs is selected for the construction of the Big Building using the winning Design (the “Stage 4”).

Challenge Website - Dedicated website operated by Agorize hosting the Challenge (URL at https://horizonlegacy.agorize-platform.com/en/challenges/marco-polo-100-digital-build-challenge).

Code Consultant - means a professional with expertise in the Ontario Building Code associated with engineering and architecture with the goal of helping achieve code compliance in specified codes or sections of codes.

Commercialization Agreement – means the contract to be signed by Finalists (including Winner to be selected from Finalists) that will include key provisions concerning Intellectual Property assignment of rights in the Design in exchange for a cash prize and potential future royalty stream, which key provisions are appended to these Challenge Rules as Appendix B. Key provisions relevant to Finalists and Winner are both reflected in Appendix B. For greater certainty, the Finalists and the Winner will not receive the same consideration, and some provisions in Appendix B apply only to Finalists or only to Winner, as the case may be.

Confidential Information - means any confidential and proprietary information that is not publicly available, including but not limited to trade secrets, drawings, technical information, or other information, as well as any other information and materials that are deemed confidential or proprietary, regardless of whether any of the foregoing are marked “confidential” or “proprietary” or embodied in oral, written, graphic or electronic form.

Construction Costs - include the following:

All on site labour, materials and equipment used on site;
All construction equipment and material (rented and or owned) used in construction of the building and to be removed post construction, including any large equipment such as cranes or 3D printers;
All costs of offsite facilities, to be rented and or owned, including any off site manufacturing facility;
All costs to operate and maintain equipment during the construction phase;
Costs of any equipment maintenance and the number of expected uses or operating hours for equipment in between maintenance checks;
Costs of transportation from any offsite manufacturing facility to construction site, as applicable;
Any additional taxes or duties; and
Any verification of costs if possible, using actual third party estimates or accountants.

Contestant - means an individual, a group, partnership, or other legal entity that enters the Challenge by filing a Submission.

Constructor - means a company appointed by Sponsor to undertake the construction of the Small Buildings and Big Building for the Sponsor. The Constructor will be responsible for constructing all aspects of the Small Building and Big Building in collaboration with the Sponsor, Finalists and the Winner, as the case may be. The Constructor will be responsible for supervising and exercising control over the construction site and ensuring the health and safety of the workers on site.

Design - means the building BIM and all methods of construction and processes, including any underlying Intellectual Property, contained in the Submission and developed during the Competition in accordance with these Rules.

Development Cost - means the time and costs incurred from researching, developing, introducing and integrating a new product or technology reflected in the Design. These costs can include, but are not limited to, developmental engineering, software coding, design, prototype construction, testing, validating, and analyzing the technology to be incorporated in Design.

Electrical Safety Authority (ESA) - means the entity responsible for public electrical safety in Ontario as designated by Ontario Regulation 89/99.

Entry – means the written submission and, if applicable, video submitted by a Contestant during the Registration Period as set out in sections 4.1 and 4.2 below.

Entry Phase – means Stages 1 and 2 of the Challenge; including the period from filing of an Entry until a Contestant either ceases to participate in the Challenge or has been selected as a Finalist and has executed the Commercialization Agreement.

Entry Phase License – means the Intellectual Property license granted by Contestants to Judges, Advisors and Sponsor pursuant to Section 3.17 upon filing a Submission.

Finalist - means a Contestant who is selected by the Judges to participate in Stage 3 of the Challenge.

Foundation - means the element of a structure below grade which connects the structure to the ground, and transfers loads from the structure to the ground.

Gross Floor Area - means the sum of the floor areas of the spaces within the building measured from the interior face of the exterior wall or glazing and includes basements, mezzanine, penthouses, shafts, stairs, mechanical and electrical areas.

Groundworks - means foundational and infrastructure work done to prepare the ground and sub-surfaces for the start of building construction work, including clearing the site, geotechnical investigations, Foundation, laying of services and other pipework and drainage.

Intellectual Property (IP) – means all of the following anywhere in the world: technology, inventions (whether or not patentable), discoveries, results, know-how, processes, formulas, techniques, methods, procedures, developments, data, chemical structures, sequences, materials and confidential and proprietary information, including any being developed (including to designs, manufacturing data, design data, test data, operational data, and formulae), whether or not recorded in tangible form through drawings, documentation, software, reports, manuals or other tangible expressions, whether or not subject to statutory registration anywhere, including any and all documents, data, or other information incorporating or otherwise utilizing such documents, data, and information and specifically including (a) Patent Rights (b) copyrights (registered or unregistered), copyright applications, copyrightable works, mask works, data collections, databases, (c) Confidential Information, (d) all computer programs and systems, whether embodied in software, firmware or otherwise and (e) similar rights and privileges.

Judges - means all persons appointed by Sponsor to engage in evaluation and judging of the Submissions, including but not limited to technical experts and Advisors, mentors, individuals with experience and expertise in the field of building construction to serve as judges, advisory board members, regulators, mechanical and software engineers or other technicians necessary for performing testing and evaluation of relevant technology or robotics, and will include Sponsor representatives.

Municipal Zoning - means local municipal government determination limiting the use to be made of a particular parcel of land in the community, which states exactly how land may be used, where buildings and other structures can be located, the types of buildings that are permitted and how they may be used and the lot sizes and dimensions, parking requirements, building heights and setbacks from the street, among other restrictions.

Occupancy Permit - a permit issued to allow the habitation of living spaces constructed, which indicates compliance with the Ontario Building Code. In order for occupancy of certain buildings to be permitted following new construction the building must meet minimum requirements set out in the Ontario Building Code.

Occupational Health and Safety Act - means an Ontario law that protects workers from health and safety hazards on the job. It sets out duties for all workplace parties and rights for workers. It establishes procedures for dealing with workplace hazards and provides for enforcement of the law where compliance has not been achieved voluntarily.

Ontario Building Code - means the provisions of the Ontario Building Code (O. Reg. 332/12) under the Building Code Act, 1992, S.O. 1992, c. 23.

Rules - means these Challenge rules which set out the terms and conditions governing the participation in the Challenge.

Small Building - means a 2 storey, 3 unit, multi-residential building that may be constructed by Sponsor at Stage 3 of the Challenge using Finalist’s Design.

Sponsor - means Horizon Marco Polo Inc, as general partner of Horizon Marco Polo LP

Submission - means the Entry and all documents or other materials (such as texts, presentations, videos, designs, plans, source code, etc.) relating to the Design uploaded to the Challenge Website or otherwise submitted by Contestant for participation in the Challenge, as further specified in Sections 3.15, 4.1 and 4.2.

Technical Standards and Safety Authority (TSSA) - means a regulatory authority that administers and enforces technical standards in the Province of Ontario.

Winner - means the Contestant selected by the Judges to participate in Stage 4 of the Challenge.

$ - All funds are expressed in Canadian Dollars.

2.0 Challenge Overview

2.1 Objectives of Challenge

The Sponsor is hosting an international building design competition with the goal of with the goal of constructing a habitable multi-residential building at a cost of $100/sq ft ($1076/sq meter) or less using new construction processes and technologies, effectively using innovative construction processes and technologies to build affordable housing. Construction is an industry that has made relatively little progress in how it organizes its business, still using century old technologies and processes. We believe digital capabilities present opportunities to make qualitative leaps for the industry. There have been piecemeal efforts made, but no significant revolution in overall project scale practice. This Challenge is intended to revolutionize the industry, by taking aim at lowering the costs and time required for construction of small and large multi-residential buildings by leveraging technology, innovation and automation. The Sponsor’s target is to reduce both measures by more than 50%.

The invitation to enter a Submission is open to entrepreneurs, students and professionals in the field of 3D printing, prefabrication technologies, robotics, architecture, engineering, manufacturing and construction. The Sponsor’s mission is to develop and commercialize new construction technologies and processes to build affordable multi-residential buildings.

The Sponsor is offering the opportunity to take the best ideas forward in order to actualize and build the chosen Design concepts. The completed buildings will become operational, and places people can call home.

Up to 5 Finalists may be chosen to proceed to Stage 3 where, in exchange for a full assignment of their Designs to Sponsor, they may be granted the opportunity to have their innovations brought to full realization in a Small Building based on their Design. The Sponsor plans to incur Construction Costs of up to $140,000 to construct a Small Building using the Finalists’ innovative Designs and Finalists may also be offered a royalty stream on future commercialization of their Design. The Small Building, intended to be constructed by Sponsor and/or Constructor in accordance with the Design, will have 2 floors, 3 residential units totaling approximately 132 sq meters (1420 sq ft). Sponsor will pay a cash prize of $15,000 to each Finalist upon issuance of the Occupancy Permit for the Small Building corresponding with their Design, which will be owned by Sponsor.

A single Winner will be chosen from among the Finalists to proceed to Stage 4, whereupon the Winner may be granted the opportunity to have their Design brought to full realization on a larger scale in a Big Building based on the winning Design. The Sponsor plans to incur Construction Costs of up to $10,000,000 to build a Big Building using the Winner’s innovative Design and Winner may also be offered a royalty stream on future commercialization of the Design (having assigned the Design to Sponsor at Stage 3). The Big Building, intended to be constructed by Sponsor and/or Constructor in accordance with the Design, will have 12 floors, approximately 10,000 sq meters (107,639 sq ft) and approximately 175 residential units. Sponsor will pay a cash prize of $200,000 to the Winner upon issuance of the Occupancy Permit for the Big Building, which will be owned by Sponsor.

2.2 Key challenges in home construction

The home construction industry faces several key challenges:

Shortage of qualified labour and shortage of interest among young people wanting to work in the construction industry;
Increasing health and safety regulations which add cost and slow down the construction process;
Increasing exposure to unpredictable weather events and global risk exposure, which add a further layer of cost and delay to projects;

All of the above has resulted in a shortage of affordable housing for the modern family.

This Challenge seeks to leverage digital technology, robotics, automation and prefabricated manufacturing to create new construction methods and processes, a task that is both exciting and formidable; breaking down traditional silos and bridging knowledge in construction, architecture, and engineering to implement a livable building model at an affordable cost.

2.3 The Sponsor’s goals

The Sponsor hopes that with increasing use of technology, automation, and innovation in construction processes the construction industry can:

Reduce costs and timelines for construction;
As a derivative benefit of the above, reduce cost of housing;
Reduce project risks, particularly on site construction risks such as weather and other external factors;
Improve efficiency and productivity;
Attract younger people to the field of construction and create new types of jobs; and
Improve health and safety conditions for workers.

The Sponsor’s primary goal is to reduce construction cost and timelines by utilizing new technologies and processes while making a multi-residential building that is livable, appealing to local audiences, and fully compliant with all Applicable Regulations and zoning bylaws.

2.4 Stages

The Challenge is divided into stages described below and further elaborated in Sections 4-7.

Stage 1: Qualifying Round - focused on identifying the best ideas from around the world that demonstrate potential for savings in cost and time while using innovative construction technologies/processes. Entries will be 2 pages letter size and up to a 5-minute video.

Stage 2: 30% Design (Semi Finals) – Up to 20 Contestants will be selected to move on to Stage 2 which will focus on evaluating Contestant’s plans to demonstrate their innovative Design in a Small Building as well as plans to scale this into a bigger model (the Big Building). The Design shall be to 30% completion. The Sponsor and its Advisors will provide technical guidance to aid Stage 2 Contestants in creating models compliant with local regulations and up to 10 Contestants will be selected for further due diligence and validation of their Designs and construction technologies/processes.

Stage 3: Small Building (Finalists) - Up to 5 Finalists’ Designs may be selected for construction of a Small Building by Sponsor and/or Constructor, intended to showcase the innovative technology/process in the Design. Subject to assignment of all rights in the Design to Sponsor, the Finalists may witness the completion of their Design to 100%, with the intended construction of a livable Small Building in Southern Ontario, Canada, and potential royalty stream on future construction using the Finalists’ Designs.

Stage 4: Big Building (Grand Prize for Winner) - Depending on the outcome of Stage 3, one lucky Winner may witness the completion of their Design to 100%, with the intended construction of a livable Big Building in Southern Ontario, Canada and potential royalty stream on future construction using the Winner’s Design (all rights in the Design assigned at Stage 3 as Finalist).

2.5 Benefits, awards and prizes

Stage

Benefits

Stage 2

30% Design (Semi Finals)

Selected Contestants will receive:

A chance to receive awards and recognition for best new ideas, innovation, Design;
Advice, mentorship, feedback on their ideas and its possibility to succeed in a real-world application. Access to a supporting team of experienced professionals in construction, architecture, financing and technology development (Advisors).

Stage 3

Small Building (Finalists)

In addition to benefits accrued from above and conditional upon Finalists’ execution of the Commercialization Agreement, Finalists will receive benefits as set out in Appendix B which include:

a $15,000 cash prize paid to chosen Finalists (up to 5 Finalists may be selected by Judges), payable when Occupancy Permit is issued for Small Building based on Finalist’s Design;
Technical, financial, business support and coaching from the Sponsor and Advisors to actualize and construct a Small Building implementing the Designs;
Subject to any travel restrictions, stipend for travel and accommodations to go to Canada for on-site construction of the Small Building, up to a maximum of $10,000 (Finalists will be responsible for obtaining all required travel documentation);
Construction costs paid by Sponsor of up to $140,000 to build each Small Building;
A proposed royalty of $15/sq meter ($1.39/sq ft) for future construction of buildings based substantially on the Finalist’s Design;
Proposed minimum fixed royalty payment of $65,000 every 5 years, starting from date of payment of the cash prize, to a maximum of 20 years from execution of Commercialization Agreement

Stage 4

Big Building (Grand Prize)

In addition to accrued benefits from above and subject to Winner’s execution of an amendment to the Commercialization Agreement or new Commercialization Agreement to reflect terms applicable to Winner rather than Finalist, the Winner will receive benefits as set out in Appendix B which include:

A cash prize of $200,000, payable to a single Winner upon issuance of Occupancy Permit for the entire Big Building;
Technical, financial, business support from the Sponsor and Advisors to realize and commercialize the Design;
Subject to any travel restrictions, stipend for travel and accommodations to go to Canada for on-site construction of the Big Building, up to a maximum of $10,000 will be responsible for obtaining all required travel documentation;
Construction costs paid by Sponsor of up to $10,000,000 to build the Big Building;
A proposed royalty of $20/sq meter ($1.86/sq ft) for future construction of buildings based substantially on the Winner’s Design
Proposed minimum fixed royalty payment of $250,000 every 5 years, starting from date of payment of the cash prize for Big Building, for a maximum period of 20 years from execution of Commercialization Agreement

2.6 Challenge Schedule

The Challenge Schedule is set out below. Submission requirements and evaluation criteria for each Stage is further elaborated in Sections 4-7. Contestants acknowledge and agree that Challenge Schedule, other than the Entry deadline, are aspirational goals and not fixed deadlines for the completion of any phase of the Challenge.

Stage	Time	Description
Stage 1 - Qualifying Round	Oct 1, 2020 - Jan 22, 2021	Registration Period Oct 1, 2020 at 9:00 am ET - Jan 11, 2021 at 9:00 pm ET Entry Deadline Jan 11, 2021 at 9:00 pm ET Contestants must make their Entries for the Qualifying Round in accordance with the requirements set out in section 4. Vote Jan 12, 2021 - Jan 21, 2021 Judges will select 20 Contestants for the next round (Semi Finalists). The selection will be announced on Jan 22, 2021 and selected Contestants will be notified by email or notification through the Challenge Website. No Submissions will be selected if in the opinion Judges there are no Submissions that meet the required objectives.
Stage 2 - 30% Design (Semi Finals)	Jan 22 - Aug 2021	Step 1, Design and Work Plan Jan 22, 2021 - May 25, 2021 Selected Contestants will build a design model to 30% completion, provide costs, schedules, construction work plan and technology/process innovation for both the Small Building and Big Building. Step 1 May 26, 2021 - June 11, 2021 During this stage: Judges will select 10 Submissions to advance to Step 2. A Code Consultant will review Submissions and provide technical feedback on the likelihood of designs to meet Ontario Building Code requirements; The Judges may recommend some Contestants merge with others to optimize competencies. Step 2, Validation & Due Diligence June 11, 2021 - August 6, 2021 10 Contestants whose Submissions were selected in Step 1 will have the opportunity to present their Designs and be interviewed by Judges. Judges will have an opportunity to: ask follow up questions; request additional information or clarification; conduct tests and inspections; vet processes/ technologies; confirm costs; and validate assumptions. Selection of Finalists & Live Event Aug 2021 Up to 5 Contestants may be selected as Finalists and be offered the opportunity to sign a Commercialization Agreement and build their Small Building with the support of the Sponsor and the Constructor.
Stage 3 - Small Building (Finals)	Aug 2021 - Aug 2022	Finalists will be invited to construct the Small Building in Southern Ontario, Canada. Step 1 - Small Building Permit Application August 2021 - Nov 2021 The selected Contestants will work with the Sponsor, Constructor and a local architect & engineer to complete their Designs, engineering and submit a Building Permit application. Step 2 - Obtain Building Permit Dec 2021 - Mar 2022 The selected Contestants will work with the Sponsor, Constructor and a local architect & engineer to obtain a Building Permit modify the Design as needed based on feedback from the local zoning authority Step 3 - Construct the Small Building April 2022 - July 2022 The selected Finalists will provide technical support, work with the Constructor and Sponsor, who will make commercially reasonable efforts to construct the Small Building in accordance with specifications outlined in Appendix A, the Building Permit, and other applicable requirements and regulations. The Small Building is considered complete when an Occupancy Permit has been obtained. The Small Building will be constructed and owned by Sponsor. Winner selected July 2022 The Winner will be announced.
Stage 4 - Big Building (Grand Prize)	Timelines will be announced at the end of Stage 3	Big Building Construction Timelines To Be Determined The selected Winner will provide technical support, work with the Constructor and Sponsor, who will make commercially reasonable efforts to construct the Big Building in accordance with specifications outlined in Appendix A, the Building Permit, and other applicable requirements and regulations. The Big Building is considered complete when an Occupancy Permit has been obtained. The Big Building will be constructed and owned by Sponsor.

The intention is for the Small Buildings and Big Building to be built in Southern Ontario, Canada.

3.0 Rules

3.1 Agreeing to the Rules

Contestants must agree to the Rules and Finalists must sign a Commercialization Agreement.

Contestants acknowledge and agree, as a condition of entering Challenge, that they must sign a Commercialization Agreement if selected as a Finalist. The key IP terms in Appendix B, which will be included in the Commercialization Agreement, will apply to Finalists and Winner only, as applicable.

Any eligible person who registers and files a Submission on the Challenge Website and enrolls to participate in the Challenge is required to review and accept these Rules. By accessing and accepting these Rules, You:

enter into a valid and enforceable contractual relationship with the Sponsor regarding participation in the Challenge. The registration and enrolment in the Challenge do not set up any subordination relationship between the Sponsor and the Contestant, and
fully and unconditionally agree to comply with these Rules. Contestants must confirm their agreement by checking an online box when enrolling for the Challenge.

In case of a violation of these Rules, the Contestant will be immediately disqualified from the Challenge and no prize or other benefits will be awarded to a Contestant who violates the Rules.

Contestants must also have accepted the Rules as well as the Challenge Website’s Terms and Conditions of Use and the Privacy Policy, during the creation of a Contestant’s user account and registration to participate in the Challenge.

3.2 Sponsor Control

The Sponsor, in its sole and absolute discretion, may work with and provide financial, technical or other forms of support to participating Contestants on an equitable basis. This does not obligate the Sponsor to provide support in any way. Registration and participation in the Challenge does not automatically entitle a Contestant to a prize or award or any other benefit.

Sponsor reserves the unequivocal right, exclusive authority and discretion to reject a Submission or disqualify a Contestant (thereby nullifying a Submission) for any reason whatsoever, including breach of any of the representations and warranties granted in these Rules, including, but not limited to, because the Submission contains IP that is already registered or contains IP owned by another person or is believed, in the sole discretion of the Sponsor, to infringe, violate or misappropriate, in whole or in part, IP of another Person.

3.3 Limitation of Liability

Each and every Contestant agrees to assume any and all risks associated with the Challenge and waives claims against the Sponsor and its related entities in accordance with the below terms.

Contestant agrees that the Sponsor, its affiliates and all of their respective officers, directors, employees, contractors, representatives and agents will have no liability whatsoever for, and will be released and held harmless by Contestant for any claims, liabilities, or causes of action of any kind or nature for any injury, loss and/or damages of any kind including direct, indirect, incidental, consequential or punitive damages to persons, including without limitation disability and/or death.

Sponsor reserves the unequivocal right, exclusive authority and discretion to reject any Submission or disqualify a Contestant (thereby nullifying a Submission) for any reason whatsoever, including but not limited to, because Submission contains IP that is already registered or contains IP belonging to third parties or is believed to infringe on IP of third parties, or because the proposed IP is not adaptable for use in the field of building construction or is unlikely to be viewed as an advancement of construction methods for the building of multi- residential buildings.

Sponsor shall have the sole and exclusive authority to control and manage the day-to-day operational aspects of the Challenge and administer the Rules, including the right to determine if the Challenge should be terminated, cancelled or withdrawn for any reason whatsoever, at Sponsor’s absolute discretion.

Sponsor shall have the sole and exclusive authority to construct Small Buildings and Big Building, and will retain the right to arbitrarily decide whether or not to construct one or more of the buildings at any time, regardless of what steps have been taken towards construction or what stage the Challenge is at, for any reason whatsoever.

In exercising its sole and exclusive authority, Sponsor may act arbitrarily and does not need to justify any decision in this regard, nor will Sponsor be liable to any Contestant, Finalist or Winner in such case.

Without limiting the foregoing, everything on the Challenge Website and in connection with the Challenge is provided “as is” without warranty of any kind, either express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Some jurisdictions may not allow the limitations or exclusion of liability for incidental or consequential damages or exclusion of implied warranties, in which case such limitation or exclusion shall apply only to the extent permitted by the law in the relevant jurisdiction.

Participation in the Challenge implies acknowledgment and acceptance of the characteristics, limits, and risks of the Internet and related technologies, particularly with regards to performance, response time, security of software and computer equipment against various potential attacks, such as viruses, logic bombs or Trojans, and loss or misuse of data. As a result, the Sponsor will not be held liable in any way for any damage incurred by Contestants arising from these characteristics, limits and risks, which Contestants accept by registering and taking part in the Challenge.

The Sponsor will in no way be held liable in the event of breakdown or failure, regardless of the cause, of any telecommunications network used that causes a Contestant difficulty in or prevents a Contestant from identifying themselves on or gaining access to the Challenge Website.

The Sponsor will not, in any case, be held liable for damages resulting from faults with or delays in the submission of Submissions by Contestants, including refusal to accept these Submissions as a consequence of their submission outside the deadlines set out in the Rules, from faults with or delays to the sending of any emails by the Contestant sent as part of the Challenge, or from any alterations made to the Submission independently of the Sponsor.

The Sponsor will not, in any case, be held liable for damages resulting from services provided by a third party relating to the prizes.

The Sponsor will not be held liable for the consequences of the Contestant’s disqualification from the Challenge as a result of their violation of these Rules.

3.4 Insurance

To participate and/or provide any form of technical assistance in the construction of the Small Buildings and Big Building at Stage 3 and Stage 4 of the Challenge, each Finalist and Winner will require insurance coverage, which may be provided by Sponsor’s insurance policy where reasonably possible and affordable. In order to obtain the potential coverage, the Sponsor's insurance Advisors will need to approve the Finalist’s and Winner's construction activities and confirm insurability. In the absence of adequate insurance (as determined by Sponsor in its sole discretion), the applicable Finalist or Winner will not be able to participate and/or provide any form of technical assistance in the construction of the Small Buildings and Big Building at Stage 3 and Stage 4 of the Challenge.

3.5 Health & Safety Requirements

Finalists and Winner attending on any construction site shall comply with health and safety requirements and regulations. In Ontario, the Occupational Health and Safety Act is the governing authority over health and safety for the entire construction site.

Any restricted areas on the construction site designated by the Constructor as required for safe operation must be specified and identified in Stage 3 of the competition and as part of the Finalist's Submission. Any known safety, health, or environmental risks shall be identified, mitigated and documented.

3.6 Modification of the Rules, suspension and cancellation of the Challenge

A The Sponsor reserves the right to amend these Rules at any time, including the Challenge duration in case of operational imperatives, without prior notice to Contestants regarding the enforcement or the validity of these amendments. Contestants are encouraged to consult these Rules regularly. Contestants expressly waive all claims or disputes related to any amendment to these Rules by the Sponsor.

Should any paragraph of these Rules be declared or judged illegal, unenforceable or void by a court decision, the paragraph in question will be considered null and void, but all other unaffected paragraphs will be enforced within the limits of the law.

B Challenge Cancellation or Suspension. The Sponsor reserves the right in its sole discretion, to (i) cancel, terminate, modify or suspend the Challenge and these Rules, for any reason, at any time and without any liability, and (ii) to limit or restrict participation in the Challenge. The Sponsor will not be held liable for the modification, cancellation or suspension of the Challenge and no compensation or remuneration will be due to any Contestant.

3.7 Eligibility

This Challenge is open to any individual who has reached the age of majority in their jurisdiction of residence and with full legal capacity, and participation from individuals outside of Canada is welcome.

This Challenge is not open to: employees and representatives of the Sponsor, Agorize, the Judges or their respective affiliates or the immediate family of such employees and representatives or persons with whom such employees or representatives are domiciled. “Immediate family” is defined as parents, siblings, children or spouse.

This Challenge is void in jurisdictions where participation is prohibited or restricted by law or where Rules would violate laws in the country so as to render participation illegal.

3.8 Law compliance

Contestants shall comply with all applicable Canadian laws, regulations and policies including, but not limited to, safety, security, export control, environmental, suspension and debarment laws and regulations; and nonproliferation, as well as the laws of relevant provincial and local jurisdictions that pertain to or govern any activities conducted by Contestants in connection with the Challenge.

3.9 Monthly Progress Report

On a monthly basis, Contestants who reach Stage 2 of the Challenge shall provide the Sponsor with a short written progress report including a total (in the form of a single amount) of the following: Contestant’s incremental and cumulative financial, property (capital), personnel, and any other investments, and/or expenditures (direct or in-kind) made to conduct any and all activities related to or required by participation of the Contestant in the Challenge. Additional cost and budgeting requirements are further elaborated in section 5.7.

3.10 Complaints

Any Contestant’s complaints arising from the Challenge should be addressed no later than thirty (30) days following the Challenge end date to marcopolo100@horizonlegacy.com. All complaints must set out: (i) the Contestant’s complete contact details (name, address, email address and phone); (ii) the name of the Challenge; and (iii) a clear and detailed explanation of the complaint.

Sponsor may require Contestants who are selected as Finalists or the Winner to sign a declaration and release form waiving any complaints prior to receiving any prizes or other benefits as set out in these Rules.

3.11 Applicable law and dispute resolution

The Challenge and any action related thereto shall be governed by the laws of Ontario and the laws of Canada applicable therein.

Any controversy of claim by the Contestant arising out of or relating to this Challenge, or the breach of any terms thereof, or in respect of any legal relationship associated with or derived from this agreement (each, a “Dispute”), will be finally resolved by arbitration under the Ontario Arbitration Rules of the ADR Institute of Ontario (the “Arbitration Rules”). The location and seat of the arbitration will be Toronto, Ontario, and the language of the arbitration will be English. Before the Contestant can commence arbitration under the Arbitration Rules, the Contestant must first deliver to the Sponsor a notice of dispute, in writing, sent by registered mail or courier including an acknowledgement of receipt. The Contestant and Sponsor will use good faith efforts to resolve the Dispute for a period of thirty (30) days after the date of the acknowledgement of receipt of the notice of dispute, following which the Contestant may commence arbitration pursuant to the Arbitration Rules.

3.12 Personal information

We collect personal information from each Contestant member, including first and last name, mailing address, email address, photo(s), video(s) and information contained in a resume (including skills, qualifications, educational and work experience). Contestant members are also required to create a user account on the user account on the Challenge website and provide a user name and password.

Contestant’s personal data will be processed in accordance with privacy laws applicable to the Sponsor, including (if applicable) the regulations on the protection of personal data (The EU 2016/679 General Data Protection Regulation and the Council of 27 April 2016, known as GDPR).

The purposes for which Sponsor collects, uses, and otherwise processes personal information are:

To administer the Challenge
To communicate with Contestant members regarding the Challenge
To communicate with Contestant members by email about news, offers and information on upcoming events

We do not transfer or disclose personal information except with third parties who provide services on our behalf, as necessary to administer and publicize the Challenge (which may include disclosure to partners and investors as part of the evaluation process), or otherwise required or permitted by applicable law (which may include lawful access by US or foreign courts, law enforcement or other government authorities). Your personal information may be accessed or stored in jurisdictions where we or our service providers are located (including in the United States, Canada, or the EU).

Sponsor has implemented reasonable organizational, technical and physical measures in an effort to safeguard the personal information in its custody and control against theft, loss and unauthorized access, use, modification and disclosure.

Subject to applicable law, Contestant members have the right to access, update and correct inaccuracies in your personal information in our custody or control. You may request access, updating and corrections of inaccuracies in your personal information in our custody or control by emailing or writing to us at the contact information set out below.

If you have signed-up to receive our email communications, you may unsubscribe by following the instructions provided in each message or by contacting us at the information set out below.

If you have any questions or comments about the manner in which we or our service providers treat your personal information, please contact us at: Vice President, Horizon Marco Polo Inc., as general partner of Horizon Marco Polo LP, 60 St. Clair Avenue East, Toronto, Ontario, Canada, M4T 1N5 or marcopolo100@horizonlegacy.com.

3.13 Registration and participation in the Challenge

To take part in the Challenge, we must have received your completed Entry by the end of the Registration Period (January 11, 2021 at 9 pm ET).

To register, the Contestant must first have created a user account on the Challenge website, and must have truthfully and accurately completed required information, such as full name, email address, etc. Where a Contestant comprises more than one individual, the required information must be provided for each Contestant member. For the avoidance of doubt, where a Contestant includes multiple members, the obligations of the Contestant as set out in these Rules apply to each member.

For Contestants with more than one member, the user account must designate one member as the primary contact for the Contestant, which member will be responsible for ensuring the Contestant’s compliance with all requirements as set out in these Rules. The Sponsor will not have any responsibility or liability to the other Contestant members if the designated member fails to comply with any requirements in these Rules.

Any Submission based on or including inaccurate, false or incomplete information will result in the Contestant’s disqualification. Refusing collection, or use of their personal data that is strictly necessary for administering the Challenge will result in the Contestant’s disqualification. The Contestant is solely responsible for the information it provides with its Submission. Any intentional or unintentional mistake, anomaly or inconsistency, regarding this information, may result in the Contestant’s disqualification.

Deletion of a Contestant’s user account on the Challenge Website will be deemed as a withdrawal from the Challenge. In this case, the Contestant, regardless of whether the deletion results from the Contestant’s personal act or not, will not participate in the Challenge, and will not obtain any compensation.

Sponsor is not responsible for (i) late, lost, delayed, not received, misdirected or incomplete Submissions; or (ii) failure to receive Submissions due to transmission failures or technical failures of any kind, including, without limitation, malfunctioning of any network, servers, access providers, hardware or software, whether originating with sender or recipient.

3.14 Purpose of the Challenge and participation

Participation in the Challenge is as an individual or a team.

Contestants may elect to participate individually or form a team of one (1) to ten (10) members maximum. Each Contestant member must be eligible in accordance with these Rules and accept these Rules by clicking a hyperlink through the Challenge Website. Sponsor may disqualify any Contestant (and all its members) in the case where any one member has not accepted or fails to comply with these Rules.

While not a requirement, Contestants are strongly encouraged to have multidisciplinary expertise, particularly with local architecture and zoning requirements.

The goal of the Challenge is for Contestants to submit Submissions meeting the requirements determined by the Sponsor in these Rules.

3.15 Submissions

During the Challenge, Contestants may upload to the Challenge Website or otherwise submit any documents or other materials (such as texts, presentations, videos, etc.) relating to their Submission in response and as a solution to the Sponsor’s Challenge. The Entry, however, must be limited to 2 pages letter size and up to a 5-minute video.

To be eligible, Submissions must (i) address the specific issue set out in these Rules (ii) be in a common digital format, such as, DOC, DOCX, PDF, PPT, PPTX, KEY, ODT, MP3, MPEG, MOV, MP4, and (iii) be in English and in general terms must comply with these Rules.

If a Submission cannot be downloaded, is not in the right format or is incompatible, illegible, or unintelligible, the Submission may be disqualified in Sponsor’s sole discretion.

By making a Submission, Contestants represent and warrant that:

The Submission exclusively includes contributions from the Contestant.
Otherwise, if any content from a third party has been used in the development of the Submission, all rights, authorizations, and agreements necessary to submit the Submission and grant the rights mentioned herein have been obtained. The existence of uncredited third-party contributions in the Submissions will result in the disqualification of the Submission and the related Contestant;
No other individual and/or entity is entitled to claim any rights from the use of the Submission; and
The content of the Submission does not and will not infringe or violate any rights of any third party or entity, including, without limitation, intellectual property rights, privacy, competition law, confidentiality, or any contractual or other right. All Submission suspected of any law(s) and/or any third party’s right will be ineligible.

Contestants are responsible for and shall bear any costs or expenses associated with preparing and submitting Submissions. Contestants assume all risk of damages, lost, late, incomplete, invalid, incorrect or misdirected Submissions.

3.16 Contestant Intellectual Property

Each Contestant shall:

not encumber any Intellectual Property that is included or embedded or otherwise expressed in the Design during its participation in the Challenge, including, without limitation, not assign, sell, or register a security interest against any application or registration of any aspect of the Design in the Canadian Intellectual Property Office (CIPO), United States Patent and Trademark Office (USPTO) or any such intellectual property office in any other country in the world;
not during or after the Challenge, contest or challenge the validity, scope or ownership of any Intellectual Property licensed to, assigned to or owned by the Sponsor or challenge or interfere with the Sponsor’s rights to commercialize the Design following execution of the Commercialization Agreement;
not independently commercialize or seek to license or sell the Design without the prior written consent of the Sponsor until: (i) such Contestant terminates its involvement in the Challenge, (ii) the Contestant is eliminated from the Challenge, and in either case the Contestant has not entered into a Commercialization Agreement;
upon its selection as a Finalist, enter into a Commercialization Agreement which contain key clauses set out in Appendix B; and
upon one Finalist’s selection as the Winner, enter into an amended Commercialization Agreement that reflects the applicable royalty and prize rates for Winner set out in Appendix B.

In order to maintain and ensure the integrity of the Challenge, the Sponsor and Contestants are committed to ensuring that the evaluation of the technologies and any Intellectual Property in the Design are made with full cooperation of the Contestant’s technical personnel and any experts retained by Sponsor as the case may be.

No Contestant may approach any other Contestant during the Challenge in order to discuss the applicability of the relevant technology outside the scope of the Challenge until: (i) both such Contestants terminate their involvement in the Challenge, (ii) both such Contestants are eliminated from the Challenge; or (iii) the Challenge concludes or is terminated for any reason.

Once Contestants are eliminated from the Challenge for any reason, including but not limited to failing to be selected by Judges as a Finalist, such Contestants shall be free to contact and work with such third parties on acquiring, licensing or generally making use of such technologies on whatever terms Contestants deem appropriate. For greater certainty, Finalists will not be able to use Designs since the Finalists will have assigned rights to the Design to Sponsor pursuant to Commercialization Agreement, but may receive prizes and a proposed royalty stream in exchange for the assignment of all rights in the Design.

3.17 Design Representations and Warranties

Upon registering a Submission, and during each stage of the Challenge, each Contestant shall represent and warrant, and hereby represents and warrants, to the Sponsor that:

it controls, and shall control, during the Entry Phase, all right, title and interest in and to the Design including all right, title and interest in Intellectual Property required to grant the licenses and assignments provided for in these Rules;
the Design is not, and shall not be;

subject to any encumbrances, pursuant to 3.15.1;
the subject of any third party claims or allegations that the Design, in whole or in part, infringes, violates or misappropriates any rights of any other person including any IP;

to the best of the Contestant’s knowledge, the Design is not and has not been, in whole or in part, infringed, violated or misappropriated by any other third party;
except as disclosed in the Submission, the Contestant has not publicly disclosed and shall not publicly disclose (except as may be permitted under the Rules of the Challenge), the Design, in whole or in part, to any other person. Without limiting the foregoing,

any IP in the Design has not and shall not be the subject of any prior filing or prosecution of any patentable subject-matter with the Canadian Intellectual Property Office or any intellectual property office in any other country of the world which has resulted in or may result in the public disclosure of the IP;
no aspect of the IP in the Design has been or shall be the subject of publication of any ideas, concepts or designs in any research paper, academic or scientific journal, print or electronic media, including on the Internet; and
the Contestant has not and shall not attempt to commercialize the Design in collaboration with any other person or company or in any manner that resulted in or could have resulted in a public disclosure of the IP in the Design;

the Contestant has obtained from all persons who have created or developed any IP in the Design, a full assignment of all such IP rights to the Design in favour of the Contestant, including a waiver of all moral and author’s rights associated with any IP consisting of copyrightable works;
no funding, facilities or resources of any government, university, college, other educational institution, multi-national, bi-national or international organization or research center was used in the creation or development of the IP in the Design;
there are no outstanding judgments, orders or decrees or agreements or stipulations that restricts in any manner the assignment, or the licensing of the Design as provided for under the Challenge;
with respect to any IP consisting of hardware, firmware or software, in the Design:

is not subject to any “open source” (including any “copyleft”) license (including any GPL, AGPL or other open source software license) and used in a manner which would (i) require its disclosure or distribution in source code form, (ii) require the licensing thereof for the purpose of making derivative works, or (iii) impose any restriction on the consideration to be charged for the distribution thereof;
does not contain any bugs, errors, defects, “viruses,” “worms”, “trojan horses” or other devices, contaminants, effects or code that materially disrupt or adversely affect the functionality, performance or value of such software; and
does not contain any undocumented code, disabling mechanism or protection feature intentionally designed to prevent its use, including any clock, timer, counter, computer virus, worm, software lock, drop dead device, Trojan-horse routine, trap door, time bomb or any other codes or instructions that may be used to access, modify, replicate, distort, delete, damage or disable software or data, other software, operating systems, computers or equipment with which the software interacts;

the Submission contains a full and complete disclosure, including copies and any particulars of the following:

all technical materials and documentation in the Contestant’s possession or control relating to the IP in the Design;
all registered or applied for IP in the Design filed by the Contestant;
all contracts entered into by the Contestant relating to any IP in the Design, including assignment and license agreements, employee agreements, independent contractor agreements, funding and other agreements relating to the financing of the creation and development of the Design and releases and waivers;
true, complete and correct copies of the file wrappers and other documents and materials relating to the prosecution, defense, maintenance, validity and enforceability of IP in the Design consisting of Patents; and
all public disclosures of the Design of which the Contestant is aware;
any IP in the Design that is owned or controlled by any third party that, to the Contestant’s knowledge, may pose an obstacle to the assigning of the Design to the Sponsor by Contestant if selected as a Finalist; and
all persons who have contributed to the creation or development of the Design and any IP contained therein.

3.18 Entry Phase License

Upon registering a Submission, all Contestants shall grant, and hereby grant to the Sponsor, and its appointed Judges and Advisors, an exclusive, royalty-free, fully paid up, non-transferable, non-terminable and worldwide license, with right to sublicense, for the duration of the Entry Phase, to use the Design and any underlying IP solely to evaluate its viability, functionality, performance, and assess its commercial potential (the “Entry Phase License”).

The Entry Phase License shall be limited to grant the right to Sponsor, Judges and Advisors to evaluate, replicate and use any IP in the Design for all purposes associated with the Challenge. Sponsor’s right to use IP in the Design shall include the right to evaluate, judge, perform, use any component of the Design, including the BIM, or other drawings or materials that may describe, contain or embody any IP, for evaluation and assessment of functionality of the Design and any and all purposes that are necessary to run the Challenge, including without limitation, the dissemination and sharing of any and all Design features and underlying IP to the Judges and Advisors.

During the Entry Phase, the Contestant shall not have any right to commercialize the Design for any purpose other than with the prior written consent of the Sponsor.

The Entry Phase License shall extend only for the term of the Entry Phase. Notwithstanding the foregoing: (a) if a Contestant withdraws from the Challenge as provided for in the Rules within two (2) months following the Entry deadline, such license shall terminate upon such withdrawal; and (b) Sponsor shall retain the right to use the Design on a non-exclusive basis solely for its own internal records.

The Sponsor shall not be responsible for payment of a license fee, as the consideration for the Entry Phase License shall be the opportunity of the Contestant to participate in the Challenge.

3.19 Confidentiality

All Submission documentation concerning the Design and any underlying IP shall, upon a Contestant’s entry into the Challenge, be considered the Confidential Information of the Contestant to be held in confidence and used by the Sponsor, Advisors and Judges, for the purposes of this Challenge. The Contestant shall not disclose such Confidential Information to any other person except with the prior written consent of the Sponsor or where expressly permitted under the Challenge Rules.

In the event that a Contestant is not selected as a Finalist, upon the termination of the Entry Phase License, all Confidential Information of such Contestant in the possession, custody or control of Sponsor may be kept for record-keeping purposes in a manner that preserves its confidentiality. For clarity, any Confidential Information relating to the Design of the Contestant during the Challenge, such as information and documentation pertaining to the Sponsor’s evaluation of a Contestant’s Design shall be and remain the Confidential Information of the Sponsor notwithstanding the termination of the Entry Phase License.

Confidential Information shall not include information: (a) which is now, or becomes in the future, public knowledge other than through acts or omissions of the receiving party; (b) which is lawfully obtained by the receiving party without a confidentiality restriction and without breach of the Challenge Rules from a source other than a party hereto; (c) which the receiving party can demonstrate was independently developed by the receiving party having no knowledge of the Confidential Information; (d) which the receiving party can demonstrate by written record was previously known to it; or (e) which is required by law or regulation to be disclosed.

3.20 Prizes

The prizes awarded to the Finalists and Winner of the Challenge and are subject to compliance with the following cumulative conditions:

The Submissions comply with Section 3.14;
It can be proven that the winning Contestants fulfil the conditions of eligibility of Section 3.7;
All Contestants are compliant with these Rules and have agreed to these Rules; and
Finalists and Winner must sign a Commercialization Agreement assigning all right, title and interest in and to the Design in order to receive prizes and royalties in consideration for assignment.

No prize will be awarded to Finalists and Winner who do not fulfill the above.

No assignment or transfer of prizes is allowed by a Finalist or Winner. If a Contestant who is a potential Finalist or Winner cannot be reached, is unable to accept the prize or any portion of the prize for any reason, or refuses to enter into a Commercialization Agreement, Sponsor shall have no further obligation to such Contestant and such Contestant forfeits all rights to any prizes or other benefits in connection with the Challenge. Sponsor will not replace any lost or stolen prizes after being awarded to Finalists or Winner. Finalists and Winner must accept the prize “as is”. Sponsor disclaims any warranty regarding the prizes.

In the event a Contestant is selected as a Finalist but cannot be reached, by email or by phone, within thirty (30) days after the first attempt to reach Contestant is made, Contestant will be deemed as having waived the right to claim the prize and will not be entitled to any prize or any kind of compensation in lieu.

For the avoidance of doubt, nothing in these Rules obligates the Sponsor to commercialize any Designs and Contestants.

Any Contestant who does not fulfil the conditions of participation, as provided in the Rules during their registration and/or at any time during the Challenge, may in the Sponsor’s sole discretion be disqualified from the Challenge without prior notice and thereafter will not be entitled to any prize. In the event that a prize is awarded to a Contestant who does not meet the conditions of participation when registering or loses its qualifying status during the course of the Challenge, Sponsor reserves the right to require the Finalist or Winner to return an awarded prize, where possible.

3.21 Publicity

By entering the Challenge, Contestants consent to the release of information to the general public by Sponsor, competition organizers, media and the like concerning (i) the identity of selected Finalists; (ii) the identity of the Winner; and (iii) updates concerning the phases of the Challenge including specifics of the design and construction of the Small Buildings and the Big Building and any commentary from the Judges concerning selection of Finalists and Winner (“Competition Data”). Competition Data shall in no event divulge any Confidential Information of any Contestant or any proprietary Intellectual Property of the Contestants that are not publicly disclosed pursuant to the Commercialization Agreement. On the date of the release of any of the Competition Data, or any portion thereof, to the public, Sponsor shall transmit such Competition Data to applicable Contestants electronically or by other reasonable means.

4.0 Stage 1 - Qualifying Round

4.1 Written Submission

All Contestants are required to provide a concise written narrative in English not to exceed 1000 words on 2 pages of letter sized, single sided document using Times New Roman 11 font. The narrative should describe the proposed innovation(s) and application of technology and/or processes to be used in the construction of both the Small Buildings and Big Buildings, and specifically should highlight:

the technology to be utilized;
the materials to be used, on and off site operations;
a rationale as to how the proposed approach will lead to savings in time and or cost over conventional construction methods;
the unique design solutions that have arisen out of the use of the proposed technology and/or process as well as a demonstration of the social, environmental, economic or other benefits of the approach;

In addition to the requirements above, Contestants must submit a list of Contestant team members, curricula vitae listing their employment history or construction or innovation experience, expertise and qualifications in the field of technology or innovation at issue. For clarity, documentation for Contestant team members and curricula vitae are not subject to the 2-page limitation.

4.2 Video Submission for Qualifying Round

In addition to the above requirements, Contestants may choose to augment the communications of their approach with a video not to exceed 5 minutes in length.

4.3 Judging Criteria for Qualifying Round

Category	Points
Cost	Up to 25 points may be awarded for Submissions that can demonstrate a feasible construction budget of 1076/sq meters ($100/sq ft) or less
Originality	Up to 15 points may be awarded for ideas that demonstrate originality, uniqueness, creativity, innovation
Constructability	Up to 15 points may be awarded for ideas that demonstrate constructability and have no fatal flaws that render the idea unconstructable in a real world commercial application
Scalability	Up to 15 points may be awarded for ideas that demonstrate a feasible plan for scaling to the Big Building and can be further reproduced and replicated in mass production
Time	Up to 15 points may be awarded to ideas that have the potential to reduce construction processes and timelines by up to 50% compared with conventional methods
Contestants	Up to 15 points may be awarded to Contestants with relevant experience and demonstrated ability to meet the Challenge objectives

The 20 Entries that are awarded the highest scores (as determined by the Judges in their sole and absolute discretion) will be eligible to move to Stage 2 (Semi Finals).

5.0 Stage 2 - Semi Finals

5.1 30% design

In this Stage, Contestants will develop Design models for both the Small Building and Big Building:

a virtual model (BIM or equivalent) to 30% completion;
a detailed budget for costs to construct and operate the Buildings;
project schedules and construction work plans;
plans for any technology/process innovation.

Design to 30% completion means providing sufficient detail to understand how the building will be used. This should include:

Outline of the building and major components;
All major forms, e.g. elevator, stairs, exits and their relationship to the building;
Height, mass, form, floor plate, major dimensions;
High level details for mechanical and electrical systems;
Circulation Flow Diagrams showing the flow of people and the pathways people take through the building.

Much of the heavy lifting of Submissions will be made in this Stage. Contestants are encouraged to use the specified models and any other platforms recommended by Sponsor for Submissions to facilitate efficient, proper, detailed and timely evaluation of the work submitted by the Contestants. The Judges are accustomed to working with these models, such as BIM, and the other described platforms and tools.

If Submissions are done on the specified platforms, including the BIM, it gives the Contestants a clearer opportunity to communicate their ideas to the Judges and facilitates them making proper evaluations.

The Sponsor wants to encourage submission of ALL good ideas and clarify that the submission of the requested platforms, including the BIM, are not technically required. As explained, these platforms are familiar industry tools to the Judges and facilitate the evaluation work.

If a Contestant cannot or does not submit according to the recommended report platforms, the Judges will nevertheless work with ideas showing merit and evaluate them according to the judging criteria to the best of their abilities. If deemed to be feasible, the Sponsor will work with the Contestants to mentor and help advance them to completion.

To emphasize, the Sponsor wants to help move ideas to reality. Contestants can help to the extent their Submissions are made using the recommended tools. Yet, so as not to leave any stone unturned in the search for ideas, the Sponsor will endeavor to evaluate all Design ideas for potential to be actualized.

The Judges may recommend some Contestants merge with others to optimize competencies; whether or not any merger of Submissions takes place will be in the sole discretion of the applicable Contestants.

Following completion of the Design models and any mergers of Submissions, the Judges will evaluate the Submissions based on the criteria set out in section 5.9. Up to 10 Submissions with the highest scores (as determined by the Judges in their sole and absolute discretion) will be eligible to move to Step 2 of this Stage.

Following completion of Step 2 of this Stage, the Judges will re-evaluate the remaining Submissions, again based on the criteria set out in section 5.9. Up to 5 Submissions with the highest scores (as determined by the Judges in their sole and absolute discretion) will be eligible to move to Stage 3 as Finalists.

5.2 Q&A Sessions

The Sponsor will host up to three (3) Question and Answer sessions, conducted via video conference to provide guidance and answer Contestant’s questions. The information will be shared with all Contestants.

5.3 BIM (or equivalent) for Small Building

The Contestants will be using a BIM software tool (or equivalent) to complete a full-scale design of a livable habitat for the Small Building and Big Building. The models should be sufficiently developed to provide 30% design completion.

Site plan showing site boundary and set back lines at 1:200 scale.
Typical floor plans at 1:50 scale (include roof plan)
All building elevations
Two (2) building sections at 1:50 scale
Two (2) typical wall sections at 1:25 scale
Four (4) section or plan details showing unique aspects of the construction at 1:10 or 1:5 scale
Two (2) exterior perspectives showing the building form and massing including the front entry
Construction logistics diagrams (any scale) indicating the sequence of on and or off site fabrication steps to arrive at a final building
Area Schedule indicating the total gross square meters (GSM) of the entire building and net square meters (NSM) of each floor and the GSM of every floor
Cost schedule (5D); an itemized cost report at Class C level that indicates the total construction cost (minus taxes, contractors overhead and profit, general conditions and contingencies). Please provide breakdown for the following categories: structure above grade, building enclosure including windows and doors, mechanical systems, electrical systems, plumbing systems, interior finishes, any equipment or fittings required.
Construction Schedule (4D): a graphic schedule indicating the sequence and duration of the major manufacturing, assembly and site installation/construction activities.

Contestants are required to provide the following outputs from their BIM (or equivalent) model for the Small Building in PDF format of maximum 25 horizontal Legal size documents.

5.4 BIM for Big Building

Site plan showing site boundary and set back lines at 1:1000 scale.
Typical floor plans at 1: 250 scale (include roof plan)
All building elevations at 1:250 scale
Two (2) building sections at 1:250 scale
Two (2) typical wall sections at 1:25 scale
Four (4) section or plan details showing unique aspects of the construction at 1:10 or 1:5 scale
Two (2) exterior perspectives showing the building form and massing including the front entry
Construction logistics diagrams (any scale) indicating the sequence of on and or off site fabrication steps to arrive at a final building
Area Schedule indicating the total gross square meters (GSM) of the entire building and net square meters (NSM) of each floor and the GSM of every floor
Cost schedule (5D): an itemized cost report at Class C level that indicates the total construction cost (minus taxes, contractors overhead and profit, general conditions and contingencies). Please provide breakdown for the following categories: structure above grade, building enclosure including windows and doors, mechanical systems, electrical systems, plumbing systems, interior finishes, any equipment or fittings required.
Construction Schedule (4D): a graphic schedule indicating the sequence and duration of the major manufacturing, assembly and site installation/construction activities.

5.5 BIM Deliverables

Contestants are required to provide a Level 2 BIM model (or higher). The Level 2 BIM model (or higher) should generally be LOD 300 (or higher), in English, and should include the technology being utilized (if applicable). A project specific BIM execution plan, LOD Matrix and a BIM overview process map should also be provided in PDF format. The Contestants must identify the BIM approach, process and resources that would be required to continue the project given the Contestants included technology.

The Level 2 BIM model should incorporate 4D (Construction sequencing) and 5D (cost estimating) and or have interoperability to another BIM process that will support these BIM dimensions.

Any Contestant utilizing any application other than Autodesk Revit must provide interoperability between the chosen application and Autodesk Revit. The digital files between any other application must be provided in its native format along with the translated Autodesk Revit file. The BIM model should be structured in a way that allows the design and construction teams to use the model as a basis for engineering analysis, cost estimation, 4D modelling, 3D coordination, design reviews, design authoring, and programming.

The Contestants shall submit their BIM models in a format which can be reviewed in a freely available BIM viewer software which would be accessible to the Judges. This is necessary to allow the Judges to interrogate the model and check for completeness. Autodesk Revit is recommended but not required.

5.6 Deliverables for New Technologies & Processes

For any new technology or process innovation, Contestants are required to itemize, describe and submit one or more of the following information, as available and applicable.

Product and manufacturing:

A bill of materials (listing components & materials);
Product requirement specification;
Manufacturing documentation;
Process documentation;
Description of sources and any special supplies or materials.

Drawings:

CAD assembly and subassembly drawings;
Circuit diagram and PCB layout;
Network interface diagrams;
Electrical interface diagrams.

Software:

Software design document;
Algorithm design document;
Source code.

The list provided above is provided for guidance only. Contestants can and are encouraged to provide any other available information that supports their Submission. The information will be used to support Contestants’ Submission and help Judges assess the feasibility of the innovation(s) and its likelihood to succeed. Upon receiving the information, Judges may request additional information, consult with third party experts to vet the information provided to calculate costs or assess feasibility for commercialization.

5.7 Costs & Budgets

An important part of the Challenge is to assess full costs of implementing the winning Submission(s) during and after the Challenge.

To undertake this evaluation, the Judges require details of the costs the Contestant incurred and costs the Contestant envisions would be incurred in order to achieve actualization after the Challenge. Judges will evaluate these cost submissions to arrive at the Judge’s view of costs to actualize after the Challenge. These post Challenge costs will be used to score the entries. It is the Judge’s view of actualization costs after the Challenge that will determine the score the Contestant receives for costs.

At the beginning of Stage 2, Sponsor will provide Contestants with a template for reporting budgets and forecasting costs.

5.8 Video Submission for Semi Finals

The Contestant shall create and submit a video not to exceed five (5) minutes in length. The video should provide insight into all the scoring areas discussed in this section to allow the Judges to make a quick assessment of the quality and completeness of the Submission.

5.9 Judging Criteria for Semi Finals

Category	Points
Cost	Up to 20 points may be awarded for designs that meet the Challenge’s cost objectives
Time	Up to 15 points may be award for designs that reduce the timelines associated with on site construction by up to 50%
OBC Compliance	Up to 15 points may be awarded for designs that has potential to comply with the Ontario Building Code, as determined by the Code Consultant
Constructability & Scalability	Up to 15 points may be awarded for plans that are offer simplicity in the construction process and are easily scalable
Aesthetics & Livability	Up to 15 points may be awarded for designs that accord with comfortable living conditions (weather, comfort, functionality), are pleasing and attractive to local audiences
Bonus	5 bonus points may be awarded for each benefit below, to a maximum of 20 points: Completeness of BIM (or equivalent) submission, functionality and usability of design Sustainability Durability Creativity

6.0 Stages 3 & 4 Buildings Construction

Functional requirements for the Small Buildings and Big Building are set out in Appendix A. Scope of work, guidance and requirements are additionally set out below.

6.1 Professional Support

It is anticipated that Contestants in Stage 3 would benefit from the assistance of a local architect and engineer with respect to Building Code and Municipal Zoning compliance. At no cost to the Contestants, the Sponsor will make available the expertise of a local architect and engineer to work with Contestants on compliance matters.

6.2 The Building Site (Land)

Suitable building sites will be provided by the Sponsor for the construction of the Small Buildings and Big Building. Contestants are to assume that both sites are located in Southern Ontario, Canada, in an existing built up neighborhood. The site will be level with street frontage and access from the street. The sites will be announced as soon as possible and are intended to be announced no later than at the end of Stage 2.

6.3 Soil Conditions and Foundations

A suitable building Foundation will be designed, engineered and constructed by the Sponsor to specifications provided by the Finalists and in collaboration with Finalists and a locally appointed architect and engineer. Groundworks and Foundation permits are the responsibility of the Sponsor to obtain.

6.4 Site Services

The buildings are intended to exist in a community. The buildings will need to be able to connect to the provider of services from outside the site; including water, electricity, sewage, Internet etc. Contestants are responsible for design and construction of such facilities inside the buildings.

The Sponsor, in collaboration with the Constructor and local engineer/architect and Finalists, will design and construct the part of the facility that is outside the buildings and will bring the connections to the buildings in a customary manner. The Finalists, in association with an engineer/architect, are responsible for providing a connection within the building that fits the Finalist’s Design. Included in the costs of Design, should be procurement and installation of the connection within the building in the Construction Costs.

Services are to include water and sewer, electricity, and high speed Internet, at a minimum.

Design, engineering and provision of utilities and temporary services required during the construction Stages 3 and 4 of the Projects is the responsibility of the Sponsor’s engineers in collaboration with the Finalists. These costs shall be included in Construction Costs.

6.5 Building Code and Local Zoning Regulations

Building Permits and any other construction related permits (with the exemption of permits required for Groundworks and Foundation) will be the responsibility of the local architect and or local project manager in collaboration with the Finalists. Some exemptions will apply and are referenced under the Exemptions section. The provisions of the Ontario Building Code (O. Reg. 332/12) and local zoning by-laws shall apply. Contestants are responsible for demonstrating and validating compliance with the Building Code and local zoning by-laws.

6.6 Materials

Many materials have been approved by the local regulators. Without discouraging their use, Contestants are reminded to consider and plan for the risks and implications of introducing new materials and equipment and delays associated with obtaining regulatory approvals for such materials. Materials and equipment shall have CSA approval or equivalent.

6.7 Building Materials and Construction Methods

Proposed building materials and construction methods will be subject to the provisions and requirements of the Ontario Building Code. The local architects and engineers will help guide the Contestants with respect to Electrical Safety Authority and Technical Standards and Safety Authority (TSSA) provisions. Equipment, components and parts will have CSA, or equivalent certification.

6.8 Durability

The Small Buildings and Big Building and any innovative components should last at least 25 years.

6.9 Aesthetics & Livability

The Small Buildings and Big Building should be attractive to potential renters or purchasers living in Ontario and Canada. In Canada, people have free choice of various competing options. Criteria include perceived pleasant livability and convenience. Contestants can consider ability to provide a selection of finishes, such as floors, walls and colours and claddings (exterior) such as real or faux wood, concrete, brick, for example.

Ontario tenants generally expect and can find windows that are larger than minimums dictated by OBC. We encourage Contestants to consider window sizes that will be attractive to tenants.

6.10 Weather

Contestants are encouraged to familiarize themselves with local environmental conditions for design, construction and operations, including; snow, ice, light, and temperatures.

Southern Ontario has a humid continental climate with four distinct seasons. The average highs in summer range between 25 °C (77 °F) to 29 °C (84 °F). The highest recorded temperature in Southern Ontario was 45 °C (113 °F). During cold snaps, winter temperatures can on occasion drop below -30 °C (-22 °F). Precipitation averages approximately 133 cm of snow in the winter months and approximately 700 mm of rain in summer. The building design and construction needs to take these climate conditions into account.

6.11 Judging Criteria for Small Building

The criteria for selecting the Winner is focused on how well the Small Buildings conform to the proposals and plans, performance, and other aspects listed below. The Submission with the highest score (as determined by the Judges in their sole and absolute discretion) will be the Winner.

Category	Points
Cost	Up to 20 points may be awarded if the building met the Challenge’s cost objectives
Time	Up to 15 points may be awarded if the building’s on site construction timelines was reduced by up to 50%
OBC Compliance	Up to 15 points may be awarded for a building that complies with the Ontario Building Code, as determined by the local zoning authority
Constructability & Scalability	Up to 15 points may be awarded for a building that was well constructed, conforms with good construction practices, and easily scaled
Aesthetics & Livability	Up to 15 points may be awarded for designs that are pleasing and attractive to local audiences and accord with comfortable living conditions (weather, comfort, functionality).
Bonus	5 bonus points may be awarded for each benefit below, to a maximum of 20 points: Sustainability Operating Costs Durability Creativity

7.0 Big Building Construction

Construction of the Big Building, receiving the Occupancy Permit and realization of the Winner’s Design in the real world is the ultimate goal. The Winner will work with the Sponsor, Advisors, Constructor and supporting team to help reach this goal. More details regarding this Stage of the Challenge will be provided at the appropriate time.

Appendix A - Building Specifications

The Big Building

The Big Building will be designed to be free standing with a footprint of approximately 836 sq. meters (9,000 sq ft). It will have a total Gross Floor Area of approximately 10,000 sq. meters (107.639 sq ft) on twelve (12) floors, all above grade. The design should try to maximize the number of units while minimizing total costs. Residential unit types are to be a mix of studio, one bedroom and two-bedroom units. The ideal mix of residential types is approximately thirty percent (30%) studio, fifty percent (50%) one bedroom and twenty percent (20%) two-bedroom types. Minimum Livable Areas are: studio 30 sq meters (325 sq feet), one bedroom: 50 sq meters (550 sq feet), two-bedroom 64.5 sq meters (695 sq feet). All unit types will contain:

One kitchen for the preparation of meals complete with cabinetry, sink, and appliances;
One water closet (bathroom) with sink, toilet and shower;
Sub metering of utilities;

Other Building Requirements:

Centralized laundry room, elevator(s), lobby and entranceway, mailroom, firefighter’s room;
Office for the day to day management of the building;
Garbage and recycling collection system and equipment. Garbage and recycling chutes, amenity space (e.g. bike, parking) may be required and are common in high-rise residential buildings. Include a garbage, recycling and compost collection system and equipment, serving all floors of the building and delivers the waste to one centralized location for later pick up;
Landscaping and sidewalk alterations are the responsibility of the Sponsor.

The Small Building

The Small Building will be designed to be free standing with a footprint of approximately 84 sq meters (900 sq ft) on 2 floors, all above grade. It will consist of 3 self-contained and functioning residential units. Unit types will be one of each unit type proposed for the Big Building. Minimum Livable Areas are the same as the Big Building. All unit types will contain:

One kitchen for the preparation of meals complete with cabinetry, sink, and appliances.
One water closet (bathroom) with sink, toilet and shower.
Sub metering of utilities.

Appendix B - Intellectual Property

Finalists

All Contestants who are selected by the Judges as Finalists for the Challenge Contest shall, immediately upon agreeing to becoming Finalists, enter into a written Commercialization Agreement in order to fully assign and grant all of Finalist’s right, title and interest in and to the Design, including any IP embodied therein, to the Sponsor. For clarity, upon such assignment the Finalist shall not have any right to use the Design for any purpose other than with the prior written consent of the Sponsor. For greater clarity, the intention is for the Sponsor to own and commercialize the IP in the Design and to offer to pay a royalty to Finalists for any future construction following completion of the Challenge, if such commercialization opportunities present themselves in future.

Representations and Warranties

Commercialization Agreement will repeat the Representations and Warranties of Contestants to be acknowledged in writing by Finalists contemporaneous to assignment of Design.

Covenants

Commercialization Agreement will repeat the Covenants of Contestants to be acknowledged in writing by Finalists contemporaneous to assignment of Design.

Consideration

All Finalists shall receive the following in consideration for the assignment of its Design and any associated IP to the Sponsor, which shall be reflected in Commercialization Agreement:

The Sponsor will pay a $15,000 cash prize to qualifying Finalists selected by Judges;
The Sponsor will make commercially reasonable efforts to provide the Stage 3 construction work and support for the Small Building based on each Finalist Design, representing construction costs paid by Sponsor of up to $140,000 to build each Small Building. For greater clarity, Sponsor will not pay any royalties to Finalists on the Small Building and Sponsor will own Small Buildings;
The Sponsor will provide technical, financial, business and coaching from the Sponsor and Advisors to realize the Small Building project;
Subject to travel restrictions, the Sponsor will pay a stipend for travel and accommodations to Finalist to attend for any necessary construction stage where the Design implementation requires Finalist’s expertise or input in Southern Ontario, Canada, to be stipulated in the Commercialization Agreement (the Finalists will be responsible for obtaining any required travel documentation);
Each Finalist will have the potential to receive a royalty of $15 per square meter ($1.39 per sq ft) in connection with any future structures based substantially on the Design that may be constructed by the Sponsor, its licensees or their subcontractors for a term of twenty (20) years commencing on the effective date of Commercialization Agreement; and
In the event the Sponsor does not start construction of additional buildings using the Design of Finalist within 5 years of completing the Small Building and payment of the cash prize, Sponsor will have the option to pay a maintenance fee of $65,000 every 5 years, for a maximum period of 20 years from execution of the Commercialization Agreement or Finalist will have right of reversion as more specifically set out below.

The Winner shall additionally receive the following in consideration for the assignment of its Design and associated IP to the Sponsor (already made in the Commercialization Agreement):

The Sponsor will pay a $200,000 cash prize to qualifying Winner selected by Judges;
The Sponsor will make commercially reasonable efforts to provide the Stage 4 construction work and support for the Big Building based on Winner’s Design, representing construction costs by Sponsor of up to $10,000,000 to build the Big Building using the winning Design. For greater clarity, the Sponsor will not pay a royalty to Finalist for the Big Building and Sponsor will own Big Building;
The Sponsor will provide technical, financial, business and coaching from the Sponsor and Advisors to realize the Big Building project;
The Winner will have the potential to receive a royalty of $20 per square meter ($1.86 per sq ft) in connection with any future structures based substantially on the Design constructed by the Sponsor, its licensees or their subcontractors for a term of 20 years commencing on the effective date of Commercialization Agreement; and
In the event the Sponsor does not start construction of additional buildings using the Design of Winner within 5 years of completing the Big Building and paying the cash prize to Winner, Sponsor will have the option pay a maintenance fee of $250,000 every five years to retain rights, for a maximum period of 20 years of from execution of Commercialization Agreement or Winner will have right of reversion as more specifically set out below.

For clarity, the Finalists and Winner shall be obligated to assist with technical and other necessary construction advice to Sponsor and Constructor during the construction of the Small Buildings and Big Building but will not receive any salary or compensation of any kind for the construction phases and will have no ownership or other beneficial interest in the Small Buildings or Big Building.

Also for clarity, the Commercialization Agreement will provide that Sponsor may postpone, alter or cancel the construction of any one or more Small Buildings or Big Building at any stage and for any reason in Sponsor’s absolute discretion both during and after the Challenge.

Reversion of Rights to Finalist

In the case of Finalists who are not selected as the Winner, if the construction of a structure (other than the Small Building) is not commenced within five (5) years following payment of the cash prize and no minimum royalties have been paid to Finalist, the Commercialization Agreement shall provide, among other things, that the Finalist may provide written notice to the Sponsor requiring the Sponsor to assign to the Finalist all of its rights in such IP for the Finalist’s Design that had been assigned to the Sponsor upon the Contestant’s selection as a Finalist. Such assignment shall include an obligation on the part of the Sponsor to assign to the Finalist, and an obligation on the Finalist to accept, all rights and obligations under any contracts that the Sponsor has entered into with any third party, including any sublicensees, subcontractors and their customers, with respect to the Design.

The Sponsor shall not be obligated to assign such Design to the Finalist in response to such notice in the event that: (a) the Sponsor has, as of the date of the notice, paid to the Finalist royalties greater or equal to $65,000; (b) the Sponsor elects to pay to the Finalist a maintenance fee of $65,000 after 5 years of paying the cash prize to Finalist and every 5 years thereafter up to the 20 year term of Commercialization Agreement, when royalty right expires; or (c) the Finalist is unwilling to accept an assignment of all of the Sponsor’s rights and obligations under the any such contracts. Such right of reversion shall apply after each successive 5 year period from the date of payment of the cash prize and up to 20 year term of the Commercialization Agreement.

Reversion of Rights to Winner

In the case of the Winner, if the construction of a structure (other than the Big Building) is not commenced within 5 years of payment of the cash prize to Winner and no minimum royalties are paid to Winner, the Commercialization Agreement shall provide, among other things, that the Winner may provide written notice to the Sponsor requiring the Sponsor to assign to the Winner all of its rights in the IP for the Winner’s Design that had been assigned to the Sponsor upon the Contestant’s selection as a Finalist. Such assignment shall include an obligation on the part of the Sponsor to assign to the Finalist, and an obligation on the Finalist and Winner to accept, all rights and obligations under any contracts that the Sponsor has entered into with any third party, including any sublicensees, subcontractors and their customers, with respect to such Design.

The Sponsor shall not be obligated to assign such Design to the Winner in response to such notice in the event that: (a) the Sponsor has, as of the date of the notice, paid to the Finalist royalties greater or equal to $250,000; (b) the Sponsor elects to pay to the Winner a maintenance fee of $250,000 after 5 years of paying the cash prize to Winner and every 5 years thereafter up to the 20 year term of Commercialization Agreement, when royalty right expires; or (c) the Finalist is unwilling to accept an assignment of all of the Sponsor’s rights and obligations under the any such contracts. Such right of reversion shall apply after each successive 5 year period from the date of payment of the cash prize and up to 20 year term of the Commercialization Agreement.

Use of Design in Conjunction with Other IP including other Finalist Design IP

All Finalists shall acknowledge and agree that the Sponsor and its licensees and subcontractors may use a Finalist’s Design IP in conjunction with other IP Controlled by the Sponsor or its licensees and subcontractors, including IP licensed to the Sponsor from other Finalists under Commercialization Agreements with such Finalists (“Third Party Royalties”).

In the event that the Sponsor is required to pay Third Party Royalties, then the Sponsor may deduct an amount equal to fifty percent (50%) of any Third Party Royalties from any royalty amounts due to Finalist of Winner under a Commercialization Agreement, provided that in no event shall the royalties otherwise due the Finalist or Winner be less than fifty percent (50%) of the royalties that would be payable to such person absent the effects of this provision.

In the event that a Contestant does not own all right, title, and interest in the IP in its Design or is otherwise in breach of any of the representations and warranties given by the Contestant, the Contestant shall indemnify the Sponsor, its licensees and their customers from any claims and losses associated with such persons utilizing the IP in the Design, including all costs, fees and other royalties required to be paid for obtaining the right to use the IP in the Design as provided for in the Challenge Rules, and the Commercialization Agreement.

Finalist’s or Winner’s entitlement to the payment of royalties and to the reversion of the Design and any associated IP will terminate 20 years after the effective date of the Commercialization Agreement for that Design. After such termination, the Sponsor shall have no further obligation to pay any royalties or any other consideration for the Design or any underlying IP.

IP Prosecution

Sponsor shall have the right, but no obligation, to maintain, prosecute and/or file any existing or additional patent applications initiated by Finalist or Sponsor, and shall have no obligation to report to Finalist on its decisions concerning patent prosecution following the assignment of Design IP, save and except in the event of exercise of Reversion Option.

The Finalists and Winner shall cooperate with Sponsor in connection with the prosecution, filing, and maintenance of any Patent Rights in Design in any country where foreign patent applications have been filed.

Notwithstanding that there is a right of reversion in favour of Finalists and Winner, Sponsor shall not be liable for any loss, as a whole or in part, of a patent application, patent, or patent term extension granted by the USPTO (or any non-U.S. patent office) on an application or patent included in the Patent Rights, including, without limitation, a loss resulting from acts or omissions of outside patent counsel retained by Sponsor.

Sponsor shall have full discretion to decide on approach regarding the defense of any issued patent regarding the Patent Rights including reexamination or opposition proceedings and with choice of counsel, including abandoning such proceedings for any reason whatsoever.

Sponsor will, upon recordal of assignment of any IP in the Design, be solely responsible for selection of patent counsel and for matters regarding the scope and content of U.S. and foreign patent applications and other filings.