BYLAWS OF GLOBAL INNOVATION CLUSTER LLC
Updated 21.03.2025
Considering the potential associated with the development of the IT sector and solutions in the field of IT technologies and deep/high-tech (including bio-tech, med-tech, robotics, AI, and ed-tech), characterized by a high degree of innovation and quality of services offered through their application, and recognizing the benefits arising from establishing cooperation between entities joining to implement the joint objectives of GLOBAL INNOVATION CLUSTER LIMITED LIABILITY COMPANY, with its registered office in Warsaw at Plac Konesera 2, hereinafter referred to as the "Cluster," these Regulations define the principles of its operation, directions of cooperation, and development.
Hereinafter the Cluster and its team, the Cluster Partners and Cluster Members shall be referred to jointly as “Cluster Participants”.
§ 1 Objectives of the Cluster
The objectives of the Cluster are as follows:
Development of the deep/high-tech sector in Poland, with a primary focus on attracting foreign capital, including intellectual property, to Poland, while not excluding local entities and technologies in any way.
Supporting the growth of startups and small enterprises, particularly in the fields of bio-tech, robotics, med-tech, ed-tech, and AI, by providing a partnership infrastructure and support, including through the organization or co-organization of open and closed events, such as summits, conferences, training sessions/workshops, mastermind groups, peer-to-peer groups, brainstorming sessions, etc., for Cluster Partners and Members.
Conducting active educational initiatives aimed at the individual development of Cluster Members and Partners.
Supporting and fostering collaboration between Cluster Members and Partners.
Actively supporting the establishment or improvement of Cluster processes and developing and implementing sales strategies and tactics for Cluster Members.
Promoting and supporting the development of Cluster Members.
Promoting and supporting the development of Cluster Partners.
Development of the IT sector in Poland and abroad, including IT disciplines and industries applying computational technologies (software and hardware) in business, public institutions, healthcare, schools, and other types of organizations.
Integrating various technologies (computer hardware and software, telecommunications, and ICT) used to acquire, select, analyze, process, store, manage, and transmit information to other Cluster Participants.
Conducting joint technological projects with Cluster Participants.
Achieving high qualifications and availability of technological talent in Poland.
Attaining a high level of innovation and competitiveness among enterprises affiliated with the Cluster.
Creating an integrated, mutually supportive community of individuals actively operating in the industries selected as the Cluster’s specialization, both in Poland and internationally.
Establishing and reinforcing a strong Cluster brand that enhances the credibility and prestige of its Participants and increases Poland’s attractiveness to employees, investors, and domestic and foreign entrepreneurs.
Promoting Cluster Members and Partners at various events in Poland and abroad, either organized by or recommended by the Cluster.
Providing Cluster Members and Partners with improved commercial and substantive conditions necessary for development, such as insurance, equipment, data centers, and securing favorable corporate terms for the Cluster community.
Creating a strong IT lobbying group to enhance Poland’s image as an attractive location for investors in the IT and deep/high-tech sectors and beyond.
§ 2 Implementation of objectives
The Cluster pursues its objectives through the following activities:
developing scientific-technical, technological, educational, and business activities, including training programs aimed at contractors and employees of IT companies;
implementing scholarship programs, internships, inspiring and fostering business ideas among students, including the selection of thesis topics, with a particular emphasis on transferring scientific and research achievements to the economy (commercialization);
supporting and implementing initiatives to promote the concept of an information society, particularly by enhancing IT knowledge, preventing digital exclusion, building a knowledge-based society, and counteracting unemployment;
supporting the IT and deep/high-tech industries in Poland by creating a platform offering multiple opportunities, including:
building an international platform for the exchange of information and intellectual capital through business, legal, tax, and scientific-technical education (collecting and disseminating information to support the economic activities of companies, including market, financial-economic, and legal information necessary for the proper conduct and development of business activities, economic exchange, and scientific-technical cooperation),
creating an international network connecting science, business, innovation, creativity, and finance,
establishing a framework to guarantee legal and tax security for the industry through recommended Cluster Partners providing relevant services to ensure such security,
fostering cooperation with relevant government entities, related organizations, research institutes, laboratories, and NGOs worldwide,
creating conditions conducive to the emergence and development of small and medium enterprises, as well as innovative projects and startups, and supporting processes to connect corporations, large economic entities, and investors with innovative projects;
operating internet portals in Russian, English, and Polish, focused on patent law, intellectual property law, international tax law, and immigration law, as well as managing information agencies;
protecting and representing the interests of Member companies in their economic activities vis-à-vis commercial organizations, and in particular state and local government bodies, as well as national, foreign, and international organizations;
cooperating with international and national organizations to ensure a free and rapid flow of information;
developing, administering, and managing projects and programs, and providing consultancy in the preparation of opinions, expert analyses, and inquiries regarding the IT environment;
mutual assistance in resolving legal, organizational, economic, and tax-related issues associated with conducting business activities in the IT sector;
enhancing the efficiency of utilizing research results and technological solutions to enable rapid economic, technical, and social advancement and entrepreneurial development;
providing services involving Cluster Members and consortia of companies representing the Cluster;
organizing meetings, symposia, conferences, workshops, discussions, celebratory events, and seminars;
conducting activities to integrate Cluster Members through cultural, recreational, and social engagement;
implementing promotional initiatives targeting pupils, students, and graduates to increase their interest in IT professions and technologies;
promoting companies represented by Cluster Members through marketing and PR activities, including highlighting the Cluster’s achievements;
conducting marketing efforts aimed at recruiting new Cluster Participants and building and maintaining positive relationships with existing Participants;
organizing economic missions and trade fair participation for Cluster Members;
engaging in publishing activities, including the issuance of regular and specialized informational and advertising materials, managing websites, and publishing informational materials, bulletins, books, brochures, leaflets, etc.;
cooperating with state authorities, institutions, offices, and public and private organizations interested in the Cluster’s activities;
conducting charitable and benevolent activities;
undertaking actions to support people with disabilities and combat discrimination;
promoting cooperation and mutual assistance among Cluster Members and Partners;
providing consultancy, scientific, and organizational support, as well as training for Cluster Members and other entities interested in the Cluster’s activities;
supporting initiatives by Cluster Members, Partners, and the entities they represent, in accordance with these Regulations;
organizing and managing relationships with selected suppliers of services and goods aimed at the Cluster and its Partners;
other activities addressing the identified needs of enterprises represented within the Cluster.
§ 3 Principles of participation in the Cluster
Participants of the Cluster include Members, Commercial Partners, Institutional Partners, as referred to in § 5 of these Bylaws, and the Cluster team (employees, collaborators). For the purposes of these Bylaws, Commercial Partners and Institutional Partners may collectively be referred to as “Partners.”
The Cluster is an open structure for all interested parties, and participation is based on principles of equality, voluntariness, and willingness to cooperate.
An entity engaged in activities related to the IT and deep/high-tech sectors or offering services (including goods and tools) directed at individuals and entities in this sector may become a Cluster Participant.
Joining the Cluster as a new Participant requires acceptance of the Cluster’s objectives and operating principles, including these Bylaws and the Code of Ethics, provisions of which are included in § 9 of these Bylaws.
Admission of a new Participant to the Cluster requires written approval from the Key Account Manager (KAM) acting on behalf of the Cluster under a power of attorney, a Member of the Management Board, or another person acting on behalf of the Cluster under a power of attorney.
§ 4 Membership and Partnership
Cluster Members: Legal entities (commercial companies, enterprises) whose activities align with the Cluster’s objectives and/or are in any way directed toward its goals may become Members, provided they express their willingness to join, submit a membership application, sign a membership agreement with its appendixes, and pay a membership fee for six months in advance, in an amount consistent with the Cluster’s offer detailing participation conditions and obligations of the parties.
Commercial Partners: Local government units (voivodeships, counties, municipalities), cooperatives, universities, foundations, associations, trade unions, and legal entities (commercial companies, enterprises) whose activities align with the Cluster’s objectives and/or are in any way directed toward its goals may become Commercial Partners, provided they express their willingness to join, submit a membership application, sign a partnership agreement with its appendixes, and pay a partnership fee for six months in advance, in an amount consistent with the Cluster’s offer detailing participation conditions and obligations of the parties.
InstitutionalPartners: Local government units, research and development entities, higher education institutions, government bodies, associations, foundations, and public or private organizations interested in supporting initiatives for the acquisition, development, and dissemination of specialized knowledge in the implementation and use of new IT and deep/high-tech technologies may become Institutional Partners by submitting an institutional partnership declaration. Institutional Partners are exempt from paying contributions to the Cluster.
§ 5 Resignation from Participation
Resignation from participation in the Cluster shall occur in the form specified in the respective agreements: membership agreement, commercial partnership agreement, or institutional partnership agreement.
§ 6 Representation Restrictions
Participants (Members, Partners) of the Cluster are not authorized to officially present positions or formally speak on behalf of the Cluster unless they receive specific authorization from the Cluster to do so.
§ 7 Confidentiality
Cluster Participants and the Cluster undertake to maintain the confidentiality of all commercial and technical information, technologies, and copyrights obtained as a result of cooperation within the Cluster.
Cluster Participants and the Cluster shall make every effort to mutually support their own products and services. The Cluster and its Participants undertake not to recommend within the Cluster any companies or solutions that have not been verified by the Cluster or its Participants, by maintaining a database of reliable external organizations/companies.
The Participants and the Cluster (hereinafter: “Parties”) undertake to keep confidential any information obtained by them, their employees, collaborators, or advisors from the other Party, its employees, collaborators, or advisors in connection with participation in the Cluster (“Confidential Information”).
Confidential Information includes, among others, all data concerning the Cluster, its Participants, and their economic activities of a financial, commercial, organizational, or technological nature, including know-how, such as discoveries, designs, improvements, innovations, software, processes, and execution techniques, as well as information constituting a trade secret of the Company and its contractors under Article 11 of the Act of April 16, 1993, on Combating Unfair Competition, relating to:
the subject matter and content of meetings and discussions between the Cluster and its Members/Partners, as well as internal Cluster meetings and decisions made therein;
enterprises, their ongoing activities, and implemented projects;
current policies, strategies, and development plans;
internal organization;
IT systems and operational processes;
tangible and intangible rights held by Cluster Members;
financial situation;
clients, as well as concluded and negotiated agreements with contractors;
the existence and content of agreements and obligations;
technical data, research, and analyses developed by the Cluster and its Members;
information, materials, and data constituting a trade secret under the Act of April 16, 1993, on Combating Unfair Competition;
information, materials, and data constituting personal data under the Act of May 10, 2018, on Personal Data Protection;
information, materials, and data protected under the Act of February 4, 1994, on Copyright and Related Rights;
information, materials, and data protected under the Act of June 30, 2000, on Industrial Property Law.
The following shall not be deemed Confidential Information:
information that is publicly available or becomes publicly available after a Participant joins the Cluster, through means other than a breach of these provisions;
information already in the possession of a Cluster Member/Partner prior to joining the Cluster without an obligation of confidentiality;
information that is publicly known or generally accessible to third parties.
Cluster Members/Partners, their employees, collaborators, advisors, and other persons assisting them in fulfilling their obligations undertake to make every effort to keep Confidential Information secret.
Cluster Members/Partners are obliged not to use Confidential Information in a manner that could cause any harm to the Cluster, its Members/Partners, or their reputation, image, or other personal rights.
The confidentiality obligation also includes a prohibition on using information for personal gain or the benefit of third parties. It is also impermissible to transmit, disclose, use, sell, or offer to sell Confidential Information unless disclosure is required by mandatory legal provisions.
For the purposes of these Regulations, Confidential Information shall mean any message expressed in writing, verbally, through images, drawings, signs, sounds, digital records, or contained in a device, tool, or other object, as well as expressed in any other manner.
Dissemination shall mean unauthorized sharing of Confidential Information, failure to secure it against third-party access, or its intentional loss or loss due to gross negligence.
Cluster Members/Partners may not record, reproduce, copy, disseminate, or otherwise process provided Confidential Information unless such recording, reproduction, copying, processing, or dissemination occurs in the performance of duties undertaken in connection with cooperation between the Cluster and its Members/Partners, as stipulated in a separate agreement or written arrangements between them.
Cluster Members/Partners undertake to promptly provide Confidential Information to the entity it concerns upon its request. The transfer of Confidential Information shall occur in the manner specified by the requesting entity, no later than 7 days from the date of the request.
§ 8 Ethical Principles
Cluster Members/Partners are obliged to adhere to the following ethical principles:
Always acting in their own name, particularly refraining from unlawfully using third-party trademarks or product names.
Refraining from negative advertising and not creating a false impression of a Cluster Member/Partner’s enterprise or competitors in the eyes of clients.
Operating in the market based on the principle of fair play, i.e., not participating in monopolies, cartels, concealing information that should be publicly available, accepting or offering benefits indicative of corruption that could influence decisions, and ensuring that the giving and receiving of gifts is transparent.
Acting in accordance with general social norms and legal standards.
Adhering to professional standards applicable to IT professionals, in particular:
Respecting the confidentiality of client information obtained during service provision and not using such information for personal gain;
Not concealing actual costs or foreseeable future investments necessary for project completion;
Keeping promises and not making commitments without the means to fulfill them;
Ensuring company development that guarantees client investment security (avoiding the risk of leaving products without further development or support);
Continuously improving the quality of offered products and services;
Considering the impact of IT solutions on users during design and presenting this impact honestly to decision-makers;
Fostering relationships with partners, subcontractors, and employees with respect for their personal nature, avoiding exploitation of dependency relationships to enforce unrelated behaviors.
Supporting employee development and creating conditions for their self-realization within undertaken activities.
Refraining from any actions that violate the law.
Upholding the Cluster’s image, in particular:
Exercising due diligence when using the Cluster brand to ensure actions are professional, honest, and reliable;
Addressing client needs while considering the Cluster’s well-being;
Combining service and consultancy reliability with promotion of the Cluster and its Participants.
Building relationships with Cluster Participants in an atmosphere of respect, understanding, and goodwill, while maintaining principles of honesty, in particular by:
Treating all Cluster Participants as partners;
Not disclosing or using information obtained through Cluster participation in a manner harmful to anyone;
Assisting Cluster Participants to the extent possible, facilitating their task execution;
Preventing conflicts and avoiding building one’s position within the Cluster at the expense of others;
Ensuring that activities related to Cluster participation are always transparent, clear, and understandable.
Systematically working on self-improvement and introducing innovations and well-being in people/process management, fostering a friendly atmosphere within their own teams and with Cluster Participants.
Promoting a culture of mutual support, healthy living, and psychological well-being.
§ 9 Principles of usage of Cluster Logo
Hereby paragraph defines the rules for using the Global Innovation sp. z o.o. (hereinafter “Cluster”) Logo in accordance with the assumptions, in order to jointly build a positive image and reputation of the Klaster, as well as to protect the personal and property rights. The Cluster Logo constitutes a trademark within the meaning of the provisions of Polish industrial property law and other international regulations.
General assumptions
The Logo is the property of the Global Innovation Cluster LLC.
The Logo may only be used by:
Global Innovation Cluster LLC, i.e. the Cluster,
Cluster Partners and Members cooperating on the basis of “Partnership Agreement" or “Membership Agreement” (hereinafter jointly referred to as “the Agreement”),
Entities cooperating in the implementation of joint projects and ventures based on separate agreements.
The Logo may only be used for that purpose:
inform about the fact of being a Partner of Global Innovation Cluster Limited Liability Company in accordance with the relevant and current provision in the Agreement,
to inform about joint activities within Cluster.
In cases other than those listed in hereby Rules, the Logo may be used after setting the conditions and obtaining written consent from the Cluster.
Rules for the use of graphics
It is allowed to enlarge / reduce the Logo, while maintaining proportions.
There are three color variants of the Logo:
basic — colored on a white background;
basic without background — colored without background, to be used with a light background,
monochrome — white without a background, to be used in combination with a dark background.
The Logo can be downloaded from www.innoglobal.org
Only one language version of Logo is available — English version, to be used both in Polish and foreign language materials.
When placing the Logo on websites, it should be linked to the address www.innoglobal.org
It is forbidden:
changing the shape and colors of the Logo,
posting the Logo in conjunction with content that may violate the good name of the InnoGlobal, as well as with content that misinforms or violates the law.
Final Provisions
The InnoGlobal has the right to temporarily or indefinitely deprive any entity of the right to use the Logo if it does not comply with hereby Rules.
The InnoGlobal reserves the right to make changes to hereby Rules. The amended rules apply from the moment of their publication on the website www.innoglobal.org
§ 10 Miscellaneous Provisions
Matters not regulated by these Regulations shall be governed by the relevant provisions of the Cluster and any resolutions adopted by it in such instances.
In matters not regulated under paragraph 1 of this section, generally applicable provisions of Polish law shall apply.
These Regulations have been prepared in Polish and English. In case of linguistic discrepancies, the Polish version shall be binding on Cluster Participants.
Any amendments to these Regulations require written or documented form under penalty of nullity. For an amendment to the provisions of these Regulations to be valid and effective, the new Regulations must be sent to the Participant’s address provided in their declaration or published on the Cluster’s website at least 7 days before the amendment takes effect.
