1) Privacy Policy:

RTN shall follow the EnsembleIQ privacy policy which will apply to any information received from a member, its representatives, or from a third party.

2) Member Listing and Logo Use:

RTN members will be identified by company name and/or logo on a Members List maintained on the “public-facing” sections of the RTN website, in RTN’s marketing content and presentations, and on RTN’s press releases, social media channels, and at industry events.

3) Voluntary Leadership Positions:

Any individual in an RTN voluntary leadership position (Board of Governors, Vendor Advisory Council, Workgroup Chairs/Co-chairs), agrees to have his/her name, title, company, and RTN leadership affiliation shared by RTN to the public. This information may be shared throughout RTN’s website, and related press release distributions, social media channels, event presentations and other marketing materials. RTN reserves the right to remove any individual from voluntary leadership roles for violation of the RTN terms and conditions, for actions not in accordance with the RTN code of conduct, or for actions deemed by RTN to be contrary to the RTN Mission Statement.

4) Member Identity in RTN Workgroups:

If a Member is accepted to participate in an RTN Workgroup, that Member’s company name may be used in RTN press releases and other communication materials, and any resume or biographical material submitted to RTN, including but not limited to basic contact information, will be shared with other participants on the same RTN Workgroup, and may also be published in meeting notices or minutes available to all RTN members.

1) Good Faith:

All members agree and represent that they are joining RTN in good faith, for the sole purpose of supporting the RTN mission, Vision and Values. Member represents that information provided to RTN during the Member registration process is true and correct. Should it be found that the Member has misrepresented information or its intention as stated within the RTN registration process, or intentionally misused or disclosed information distributed to Members by RTN, Member agrees and acknowledges that RTN shall be entitled to cancel Member’s Membership, and Member shall forfeit any dues already paid.

2) Revocation of Membership:

RTN has the sole right and authority to revoke Membership at any time if a Member or Member representative for failure to pay Membership dues; for a violation of the Terms and Conditions of Membership, or for actions not in accordance with the RTN Code of Conduct or RTN Mission, Vision & Values. As it relates to individuals serving on RTN Workgroups, RTN Board of Governors, RTN Vendor Advisory Council, or other RTN groups, RTN reserves the right to remove any individual from such a role for violation of the RTN terms and conditions, for actions not in accordance with the RTN Code of Conduct.

3) RTN Website Access:

Access to members-only sections of the RTN website is limited to enrolled Members who have paid their membership fees, and member login information may not be shared with third parties.

4) Membership Fees:

RTN Membership fees are collected up front on an annual basis; are due in full within 30 days of signed Membership Agreement; and are nonrefundable. Membership begins upon receipt of signed agreement and is valid for 12 months.

5) Renewal:

RTN will issue a renewal agreement to Member at least thirty (30) days before the end of the Membership term for renewal of Member’s RTN Membership for a new 1-year term, at RTN’s then current rate for annual dues, payable upon receipt. Upon Member’s timely signature of such agreement, Member’s Membership shall renew for an additional 1-year term. If Member has pre-authorized auto-renewal via credit card, Membership dues will be automatically charged to the authorized credit card.

6) Lapsed Membership:

Any Member whose Membership has lapsed may not participate in any RTN members-only activities until they have a signed member agreement in place.

7) Late Payment:

RTN, at RTN’s sole discretion, may accept or reject any late payment of Membership renewal dues. A late payment of annual dues does not extend the original expiration date of Membership.

8) Trademarks:

"Restaurant Technology Network” and any logos depicting the brand and likeness are trademarks of Restaurant Technology Network, and may be used only with RTN’s express, written permission. In particular, reference to implementation of products based on RTN’s specifications is strictly regulated. All Logos or materials used pursuant to rights granted to members (member badge, for example) must be removed from all printed and electronic materials within 30 days of Membership termination.

9) RTN Copyrights:

RTN: All right, title, and interest in RTN Content or any portion thereof, will be owned by RTN. RTN Content is defined as, without limitation: Workgroup content, materials created and/or published digitally or printed by RTN, and materials created within the context of Workgroups. RTN will also own with respect to RTN Content all patent rights, copyrights, trademarks, service marks, related goodwill and all modifications (including all ideas and know-how) to and derivative of works based upon RTN Content constitutes and shall remain the sole property of RTN. Member shall not take any action to jeopardize, limit or interfere with RTN’s ownership of and rights with respect to RTN Content.

Member: Subject to the RTN Patent Disclosure and IP Policy, all right, title, and interest in Member Content or any portion thereof, will be owned by Member. Member Content, defined in this sub paragraph as all patent rights, copyrights, trademarks, service marks, related goodwill and all modifications (including all ideas and know-how) to and derivative of works based upon Member Content constitutes and shall remain the sole property of Member. Members shall not take any action to jeopardize, limit or interfere with another member’s ownership of and rights with respect to Member Content.

Contributed Works: An RTN Member that contributes copyrighted materials to RTN shall retain copyright ownership of its original work, while at the same time granting RTN and its Members a non-exclusive, irrevocable, worldwide, perpetual, royalty-free license under the Workgroup Member’s copyrights allowing RTN to reproduce, distribute, publish, display, perform, and create derivative works of the copyright based on that original work for the purpose of developing RTN Draft Specifications, or RTN Content under RTN’s own copyright, including all guidance and work groups documents created by RTN’s work groups.

10) Disclaimer of Warranty:

RTN neither accepts nor assumes any liability with respect to any information provided by a Member, or its representative(s), to RTN or its Workgroups; nor does it make any representation or warranty relating to any concept or representation, including but not limited to: any standards or guidance documents that may be released by RTN, or that arise out of any workgroup, or through any Member’s activities. The intent of this provision is to make it clear that RTN will not be legally responsible for any content, standards or guidance documents of any kind arising from or related to information, (digital or otherwise), provided by its members and/or their representatives to RTN or its members. Additionally, RTN shall not be responsible for any representation made by its members, nor will RTN take any action to verify such representations. RTN AND ITS MEMBERS MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, FITNESS, CONDITION, USE OR APPROPRIATENESS FOR MEMBER'S PURPOSES OF THE INFORMATION, DOCUMENTATION OR RESULTS OF ANY MEMBER AND/OR WORKGROUP.

11) Mandatory Mediation: 

As a condition of Membership, and prior to instituting any legal action against RTN, all members agree to submit any dispute arising under this Agreement to non-binding mediation before the American Arbitration Association (AAA). The AAA shall mediate such matters in accordance with its rules and those set by the appointed mediator. In the event the dispute cannot be resolved, and a member seeks to file legal action, members agree to institute such action in the state and federal courts of Illinois, and members expressly waive any right to a jury and agree to personal jurisdiction over them in the courts in Illinois.

1) Corporate Membership

grants the Member Company with specific benefits based on the type of company/Membership level, as set forth in RTN Membership types. Among those benefits, each Corporate Member company receives a set number of User Licenses, granted to the Corporate Member for its employees to gain access to and participate in RTN. User Licenses provide access to RTN activities including its website portal, RTN Workgroups, RTN members-only content, and RTN virtual and in-person events. All persons granted a Member License under their employer’s Corporate Membership agree, individually, and on behalf of their employer, are bound by RTN Policies, Terms and Conditions.

    i) Affiliates, Mergers & Acquisitions: Corporate Memberships cover any direct affiliates under common control of the Member corporate company. For this purpose, “control” means the Member owning more than 50% of the voting stock of the affiliate company.

    ii) Upgrading Membership: Corporate Memberships may be “converted” to a Corporate Membership of greater value at the request of the Corporate Member, and a pro rata credit of “full months” of the unused Membership term will be applied to the new Membership dues.

    iii) Transfer of User Licenses: Corporate Members may transfer user licenses to alternate current employees with the approval of RTN, commensurate with a change in position, title, role or employment status. 

    iv) Transfer of Corporate membership: Corporate Membership (at any level) is not transferrable to other companies, except in the case of a Change of Control of the Member Company, which shall mean the sale of all or substantially all of a Member’s assets or stock. In cases where one Member Company merges with or acquires another Member company, both Memberships will continue for the duration of the signed Member agreements without refund.
 
    v) Primary Contact: Each Corporate Member shall identify a Primary Contact and may request changes to the Primary Contact by submitting a request to RTN. In the event the Primary Contact leaves the Corporate Member without assigning the Primary Contact’s responsibility to another person, RTN may appoint any other Corporate Member employee as the Primary Contact upon its reasonable belief that they are authorized to function in this role.

2) Types of Corporate Memberships: 
    i) Restaurant Corporate Membership is eligible to be held by restaurant companies, including organizations that develop, own, operate, manage, franchise or brand restaurant enterprises or venues. Corporate Restaurant Memberships grant RTN licenses to all employees of the named Member Company, including affiliates under common control. Rates for Membership will vary based on gross annual revenues. Revenue information is collected for the sole purpose of qualifying Membership level and will not be shared with other RTN Members, non-Members, or third parties. Restaurant Company Memberships are not available to individuals. Restaurant Memberships are expressly subject to RTN’s approval. Notwithstanding the foregoing, franchisees are not covered under a franchisor’s corporate Membership, but are eligible to join RTN under a separate Corporate Membership.  

    a) Treatment of Franchisees and related store locations: With respect to franchisees owning multiple holding companies, brands, and/or multiple store locations, revenue from all store locations will be consolidated to determine Membership rate, and Corporate Membership will cover all employees. The franchisee will have to demonstrate common control.

    ii) Technology Supplier Corporate Membership:

is eligible to be held by companies that engineer, implement or manage technology solutions, including hardware, software, and related services, for the restaurant industry. Technology Supplier Corporate Memberships are not available to individuals, and are subject to RTN approval. Membership benefits vary based on Membership level, as set forth in RTN Technology Supplier Membership packages.

    iii) Start-Up Technology Corporate Membership:

is eligible to be held by technology supplier companies as defined in section 2.ii above, and that meet the following parameters: a member must be incorporated less than three years from the date of Membership application; must not receive funding by an established company (including online distribution); and may not hold RTN Start-up Membership for more than three years. Evidence of incorporation date is required. RTN reserves the right to decline startup Membership in situations that are contrary to the spirit of the program, for example: a newly-formed company purchasing another company’s assets or an existing company incorporating in a new region.

    iv) Individual Restaurateur Membership:

 is eligible to be held by individuals who are under the employ of a company that owns, operates, or manages a commercial restaurant or foodservice establishment. Membership may only be held by individual persons and are non-transferrable.

3) Consultant Memberships:

are available to individuals, and independent consultants. Consultants are defined as those who provide professional advice, charge a fee for time and expertise, but do not sell products or other services. This Membership is limited to members with less than $5M in annual gross revenue from such activities. Consultant Memberships are also available to other individuals or entities who operate under a similar professional model, at the sole discretion of RTN. Consultants are required to sign a statement of eligibility, and RTN will review such Memberships annually. RTN reserves the right to deny Consultant Memberships to any individual or entity, and to revoke without refund, if the individual holding the Membership ceases to qualify.

4) Academic and Student Memberships:

are available for educators, researchers and students contributing to the advancement of, or keenly interested in, collaborating inside the restaurant technology industry. These Memberships are rooted in the spirit of academic nurturing of individuals, rather than economic gain as a buyer or seller of technology or technology-based services. RTN reserves the right to deny Academic or Student Memberships to any individual, and to revoke without refund if the individual holding the Membership ceases to qualify and/or uses the Membership for commercial gain as a buyer or seller of technology or technology-based services.

5) Media and Association Memberships:

are available to members of the trade media in press and editorial roles; and industry associations. Media & Association Members are not permitted to attend RTN Workgroups. Such Memberships are approved by RTN on a case by case basis. These Memberships are rooted in the spirit of industry collaboration. RTN reserves the right to deny such Memberships to any individual, company, or association, and to revoke without refund if the member ceases to qualify and/or uses the Membership for commercial gain as a buyer or seller of technology or technology-based services.

RTN will administer, manage and execute collaborative Workgroups. RTN reserves the right to work with subcontractors for Workgroup services. By participating in an RTN Workgroup (or any forum, team or group organized by RTN), Members agree, individually and on behalf of their employer, to be bound by the following policies. In addition, RTN Members participating in Workgroups must acknowledge receipt of and abide by the RTN Patent and IP Disclosure Policy.

1) Chartering a New Workgroup:

Eligible RTN members in good standing, or any group of eligible RTN members, may propose a new Workgroup as discussed below. Initial discussions on a proposed workgroup topic are generally held with RTN staff and other interested or prospective members. If a Workgroup proposal generates interest from RTN Members, RTN staff will aid in the process of preparing an initial Workgroup charter application. Upon completing the charter application, it will be submitted to RTN for review, consideration and possible approval.

2) Charter Approval:

RTN may accept the Workgroup proposal, decline it, defer it, or provide recommendations to refine it. Accepted proposals become chartered Workgroups. RTN will prioritize proposed Workgroups according to available financial and management resources. RTN may consider any factors it deems relevant in approving and prioritizing proposed Workgroups, including the breadth and magnitude of anticipated benefit, the level of interest expressed by members, the potential for rapid delivery of meaningful results, and any available sponsorship funding. RTN reserves the right to charter or terminate any Workgroup at any time at its sole discretion.

3) Eligibility to Participate:

Participation in RTN Workgroups is open to any license-holding RTN Member, with the exception of Academic, Student, Media & Association Members. Applicants' RTN Membership dues must be fully paid at the time of Workgroup sign-up. Individuals who are not current members of RTN may be eligible to participate in Workgroups on a limited basis at the sole discretion of RTN. This policy is intended to allow a Workgroup to enlist expert assistance, on a volunteer basis, without requiring such volunteers to pay Membership dues. This option requires the approval of RTN management, and RTN reserves the right to revoke such approval at any time. RTN will generally not approve non-member participation opportunities concerning companies that would expect to realize material commercial benefits, as a provider or consumer of technology products or services, derived from the Workgroup's output.

4) Intellectual Property:

Intellectual Property: No transfer of any of Member’s intellectual property rights is granted or implied by an individual’s participation in the Workgroups. All Workgroup participants agree that they will not make contributions of intellectual property to their Workgroup unless they have the express written permission of their employer, the owner of the IP, or any other party that has an interest in such intellectual property. The owner of any contributed intellectual property must understand that RTN cannot guarantee the confidentiality of such intellectual property. Any owner who seeks to contribute such intellectual property agrees to an early disclosure process (in advance of the contribution) any patent or other intellectual right that may become “essential” to the Workgroup’s guidance and solutions output, and shall affirmatively disclose any possible restriction on the use or modification of such contributed intellectual property as more fully discussed under RTN’s Patent and IP Policy. RTN shall not be obligated to oversee such royalties or restrictions arising from such contribution as more fully specified in the Patent and IP Policy. Any member contributing such intellectual property must adhere to the RTN Patent Disclosure and IP Policy (included below). Prior to contribution of any IP, patentable or otherwise, the contributor must disclose in writing such intent to RTN, and agree in writing that they have legal authority to disclose such IP, and agree to indemnify RTN in connection with such misrepresentation of its authority and that such contribution shall be under the terms of the Patent and IP Policy and the Patent Declaration Form, including disclosing any royalty terms for essential patent technology. These representations will be in the form of a separate Patent Policy and Patent Declaration Form.

5) Workgroup Self Governance:

With approval from RTN, Workgroups may establish the following:  

    i) Volunteer leadership in the form of Workgroup chairs or co-chairs, based on RTN voting policies as set forth in Section IV.6;  

    ii) Policies to remove members from RTN Workgroups based on actions that are considered contrary to the spirit of RTN and/or the specific RTN Workgroup’s charter;

    iii) Policies that revoke voting privileges based on repeated failures to attend or vote; if they do so, the Workgroup must also provide a means for regaining voting Membership status. (Minimum requirements as established by RTN are set forth in IV.7.i)

    iv) Fees: Workgroups or other RTN subcommittees may charge a fee in addition to RTN Membership fees. For example, a fee may be charged for face-to-face workgroup meetings to cover the cost of holding the meeting. Fees must described and made public inside the RTN Workgroup web portal, and are subject to RTN approval.

6) Voting Policies:

RTN Workgroups may implement voting to reach group consensus in certain circumstances (such as to select Workgroup chairs, or before publishing final recommendations in Workgroup documents).  

    i) In all cases where voting is implemented, RTN uses a “one company, one vote” policy to ensure that small restaurant companies and vendors have an equal voice to their largest competitors.

    ii) Active participation is required for voting privileges: A Workgroup member loses active participation status after four months of non-activity provided the Workgroup has met for a minimum of three times in the four-month period.

    iii) For each Workgroup of which they are a member, Corporate RTN members may designate one person as the voting representative, inclusive of all affiliates. In case of disagreement as to who should be the voting representative, the designated primary contact of the RTN Membership will decide.

    iv) Individual RTN members who are (or have become) employed by a company that holds a Corporate Membership will lose individual voting rights in all Workgroups. Such persons may vote on behalf of their employer only if they are their employer’s designated voting representative.

    v) In cases where multiple Individual Members are under the employ of the same company (or in the same group of related companies), and that company does not hold an RTN Corporate Membership, each individual member is entitled to vote. If multiple such individuals vote on the same matter, each vote will count fractionally based on the number of such individuals voting.

7) Miscellaneous:
By participating in a workgroup, members agree that workgroup meetings may be recorded for the benefit of members unable to attend, or to assist RTN staff in preparing documents. Access to recorded meetings may only be provided on a nondiscriminatory basis to all members of the workgroup or to all members of RTN. All issues or objections to the chartering or Workgroup formation process will be settled by RTN with input from its governing board.

All members agree to abide by the RTN Code of Conduct. Corporate Members agree to hold employees, and anyone they authorize to participate in RTN on their behalf, accountable to RTN’s Code of Conduct.

Restaurant Technology Network (RTN) staff and members must take precautions to ensure we do not engage in activities interpreted as violating antitrust or anti-competitive agreements in various parts of the world. For any activity which is deemed to unreasonably restrain trade, the network and its members may be subject to legal penalties, regardless of otherwise beneficial objectives.

1) To ensure that we conduct all meetings and gatherings in strict compliance to any such laws and agreements in any part of the world, the RTN Code of Conduct is to be distributed and/or read aloud at all such gatherings.  

2) There will be no discussion that might be unlawful or anti-competitive with respect to terms or prices of services, allocating or sharing of customers, or refusing to deal with a particular supplier or class of suppliers.  

3) RTN members are expected to behave professionally at all times, which includes acting in accordance with all applicable laws. Negative, disparaging or discrediting comments regarding other members, corporations or competitors, or their goods or services, will not be tolerated.  

4) Actions inconsistent with the above terms will be considered violations of this Code of Conduct. RTN reserves the right to take whatever actions it deems necessary to ensure compliance with this Code.

Summary of Policy
By bringing together restaurant technology solution providers and restaurant companies, Restaurant Technology Network (RTN) is enabling the industry to establish mutually-beneficial standards and guidance through collaborative RTN Workgroups. In the course of RTN Workgroups, instances may arise where RTN Workgroup members believe they own patents that could become essential to solving the challenges that the Workgroup is addressing. This Patent Policy sets forth a fair and reasonable process by which an RTN Member can set and directly collect royalties if their patented works are included in the specifications adopted by an RTN Workgroup (WG). In order to do so, however, the work group member (WG Member) must follow the procedures set forth in this Patent Policy.

RTN Patent and IP Disclosure Policy
All RTN members, including all WG Members, shall follow the procedures set forth in this Patent Policy.

The Patent Policy set forth herein, and includes Exs. A and A-1 hereto and the FAQ section attached hereto.

1.0 Early Patent and FRAND License Disclosure Policy
This section implements an early patent and license disclosure policy that will incorporate fair and reasonable non-discriminatory license disclosure practices (FRAND).

1.1 Disclosure of Patents

1.1.1 Disclosure Obligations
Each WG Member shall disclose to the respective WG in writing the existence of all patents and patent applications owned, controlled, or licensed by the RTN member company (“RTN Member Company”) the WG Member represents, which are known by the WG Member, and which the WG Member believes contain claims that are essential or cover the draft RTN specification guidance document(s) being developed by RTN’s WG (“Draft RTN Specification”). Each WG Member shall make a good faith and reasonable inquiry into the patents and patent applications the RTN Member Company (or its Affiliates ) owns, controls or licenses to determine if the RTN Specification will incorporate an essential claim or cover the Draft RTN Specification. An “essential” claim for this purpose means any claim the use of which is necessary to create a compliant implementation and for which there is no technically and commercially feasible non-infringing alternative. In this regard, the WG Member must provide, on behalf of the RTN Member Company, all patent disclosure information to RTN required in the “Declaration of RTN Member Company” (“Declaration”), which is set forth in Ex. A and A-1 and incorporated herein by reference.

__________________
1   For purposes of this policy, “WG Member” includes all levels of membership described in RTN’s website.

2   For purposes of this policy, patents and patent applications include US, foreign, and international patents and patent applications, as well as divisionals, continuations, and continuations-in-part.

1.1.2 Patent Information to be Disclosed
All patents or patent applications to be disclosed under Section 1.1.1 above shall include the following information: (a) for issued patents and published patent applications, the patent or patent title, application number, the associated country and, as reasonably practicable, the relevant portions of the WG’s Draft RTN Specification; and (b) in the case of unpublished patent applications, the existence of the unpublished patent applications and the relevant portions of the WG’s Draft RTN Specification.

1.1.3 Timing of Patent Disclosure
A WG Member Member who is aware that a Draft RTN Specification has been submitted for consideration to become a RTN Specification, must disclose all patents and patent applications that the RTN Member owns, controls, or is licensed by the RTN Member that contain claims that are essential or cover the Draft RTN Specification as provided below. (It is the intent of this policy to encourage disclosure at the earliest possible date.)

All WG Members must disclose, on behalf of the RTN Member Company he or she represents, all patents and patent applications owned, controlled, or licensed by the RTN Member Company that, to the extent known at the time, contain claims that are essential or cover the Draft RTN Specification submitted to the WG. For the purposes of this Patent Policy, it is assumed that a Draft RTN Specification will occur within 6 months after the formation of the WG and hence disclosure will be required at the earlier 10 business days after the submission of a Draft RTN Specification to the WG for approval or 6 months. In the unlikely event that a Draft RTN Specification has not been submitted within 6 months after the formation of a WG, then the WG Member may request that the WG provide a reasonable extension of this timeframe, and the Member shall provide the reasoning for the need to extend the notice timeframe. To the extent there is a question concerning whether the patent is “essential” as defined herein, the provisions of Section 1.5 shall apply to resolve such question.

In addition, at the commencement of all face-to-face WG meetings, the WG Chairperson shall also ask WG Members to disclose, on behalf of the RTN Member Company he or she represents, any undisclosed patents or patent applications owned, controlled, or licensed by the RTN Member Company that contain claims that may become essential to the Draft RTN Specification in accordance with the requirements set forth in this Patent Policy.

If any WG Member thereupon discloses such a patent or patent application, hereunder the WG Chairperson shall ask the WG Member to submit, and the WG Member shall submit, on behalf of the RTN Member Company he or she represents, a Declaration in the form of Ex. A, with information regarding that patent or patent application within 10 business days of the meeting at which the disclosure is made.

__________________
3   For purposes of this policy, an “Affiliate” is any entity that directly or indirectly controls, is controlled by, or is under common control with, another entity, so long as such control exists. For purposes of this definition, with respect to a business entity, control means direct or indirect beneficial ownership of or the right to exercise (i) greater than fifty percent (50%) of the voting stock or equity in an entity; or (ii) greater than fifty percent (50%) of the ownership interest representing the right to make decisions for the subject entity in the event that there is no voting stock or equity.

1.1.4 Disclosure of Third Party Patent Claims
Each WG Member who becomes aware of patents or patent applications owned or claimed by a third party that the WG Member believes contains claims that are or may become essential to the Draft RTN Specification of the WG in existence at the time, including, but not limited to, any such patents that are licensed to the RTN Member Company the WG Member represents, must disclose them, provided that such disclosure is not prohibited by any confidentiality obligation binding upon the WG Member or the RTN Member Company he or she represents. Any WG Member that discloses third party patent claims does not take a position on the essentiality or relevance of the third party claims to the Draft RTN Specification.

1.2 Disclosure of License

1.2.1 License Terms
A WG Member is free to inform the WG that essential patent claims, or patent applications that may mature to essential patents, owned or controlled by the RTN Member’s company that cover the Draft RTN Specification will not be available for licensing if the disclosure provisions discussed herein are followed; and, in that event, the WG shall either not proceed with the Draft RTN Specification, unless it can be fashioned without elements that cover those patent claims, or the WG shall proceed with the Draft RTN Specification knowing that the essential patent claims may be asserted against users of the final Specification. Regardless of whether the WG Member chooses not to license its patents, it will be under an obligation to disclose the existence of same as required hereunder.

Alternatively, if the WG Member agrees, on behalf of the RTN Member Company he or she represents to allow the WG to use its essential patent technology or patent technology that may mature to essential patents in the Draft Specification submitted to the WG, then it will grant to any WG Member, and all RTN Members, a nonexclusive, worldwide, non-sub-licensable (except to the extent necessary “to have made”), perpetual patent license (or equivalent non-assertion covenant) for its issued patent(s) essential to the Draft RTN Specification, and agreeing to do so on fair, reasonable and non-discriminatory terms to use, make, have made, market, import, offer to sell, and sell, and to otherwise directly or indirectly distribute products that implement the Draft RTN Specification. Additionally, such WG Member shall disclose the license terms within 10 days of submitting the Declaration in Section 1.2.3.

1.2.2 Effect of Failure to Disclose Patents or License Terms
If a WG Member fails to adequately and timely disclose, on behalf of the RTN Member Company he or she represents, as required in Section 1.1 , a patent claim and/or license terms as set forth in this policy, including at any of the times specified herein, or if it fails to complete or execute the Declaration attached hereto as Ex. A, then the RTN Member Company must license it to the extent it is essential to a Draft RTN Specification on a royalty free basis to RTN’s Members, and in accordance with the license restrictions set forth herein for purposes of an implementation compliant with the Draft RTN Specification.

1.2.3 Declaration
Each WG Member must complete and execute a Declaration on behalf of its RTN Member Company in the form set forth in Ex. A hereto if its essential patents, or patent technology that may mature to essential patents, or are used in a Draft RTN Specification. Each WG Member must declare the maximum royalty rate for all patent claims that the RTN Member Company he or she represents (or its Affiliates) owns or controls that are or may become essential to implement the Draft RTN Specification. WG Members shall attach to the Declaration a draft licensing agreement for all patent claims essential to implement the Draft RTN Specification.

The failure to timely complete and execute such Declaration precludes the non-disclosing RTN Member Company from including in its final licensing agreement a grant back, reciprocal license, non-assert provision, covenant not to sue, or defensive suspension provision that is broader or more restrictive upon licensees than the following:
 

1. The non-disclosing RTN Member Company shall provide in its final licensing agreement a term requiring it to grant a license to all of RTN’s Members on a royalty free basis that are essential to the same Draft RTN Specification;
2. A non-disclosing RTN Member Company shall include in its final licensing agreement a term requiring it to grant a license for future patent claims essential to the same Draft RTN Specification also on a royalty free basis; and
3. A non-disclosing RTN Member Company shall include in its final licensing agreement a term under which it commits not to assert or not to bring suit to enforce any of its present or future patent claims essential to the same final Specification against RTN’s Members based on its implementation of the Draft RTN Specification.

1.2.4 Negotiation of License Terms
The negotiation or discussion of license terms by WG Members or with third-parties is prohibited at all RTN and WG meetings

1.3 Arbitration Procedure
Any RTN member who believes a WG Member or the RTN Member Company that the WG Member represents has not complied with his/her or its obligations under this Patent and IP Policy, including, but not limited to the grant of licenses on the terms set forth herein, may submit his/her claim in this respect to the applicable WG Chairperson. If the claim is not thereupon resolved on an informal basis within fifteen (15) days of its submission, the WG Chairperson will notify the WG Member and the RTN Member Company may commence an arbitration procedure in accordance with the provisions set forth below.

The Arbitration Panel will consist of three persons: one person selected by the party asserting noncompliance; one person selected by the party whose compliance or noncompliance is at issue; and a third person jointly selected by the other two selected persons. The first two selected persons cannot be affiliated with RTN Members represented on the Working Group in question, but may be affiliated with other RTN Members if so desired. The third jointly selected person, who will act as Chair of the Panel, cannot be affiliated with any RTN Member or with RTN. The entire panel must be selected within fifteen (15) days of the commencement of this Arbitration Procedure as referenced in the paragraph above.

The Arbitration Panel will submit a binding determination to the Parties to the arbitration with a copy to RTN’s WG Chairperson within forty-five (45) days of commencement of the arbitration procedure, unless extended by the Panel.

All RTN members and the RTN Member Companies expressly agree, warrant and accept that the Panel’s Decision as a final and binding determination of the dispute under this arbitration procedure and expressly waive any right to maintain any matter before any state, federal international or administrative body.

The arbitration panel has discretion to award any costs incurred in connection with the arbitration procedure, and will also specify the party or parties responsible for payment of all such costs. General principles to be followed are that: (a) a party who initiates an arbitration procedure, but whose claim is ultimately rejected will pay all costs; and (b) a party that is ultimately found to have not complied with its obligations will pay all costs.

1.4 Copyright; Trademark; Confidentiality

1.4.1 Copyright
Each WG Member that contributes copyrighted materials to RTN shall retain copyright ownership of its original work, while at the same time granting RTN and its Members a non-exclusive, irrevocable, worldwide, perpetual, royalty-free license under the WG Member’s copyrights allowing RTN to reproduce, distribute, publish, display, perform, and create derivative works of the copyright based on that original work for the purpose of developing RTN Draft Specifications, or RTN Content under RTN’s own copyright, including all guidance and work groups documents created by RTN’s work groups.

1.4.2 Trademark
Each WG Member shall retain ownership of their trademarks, and RTN shall retain ownership of RTN’s trademarks. No licenses to trademarks are granted hereunder.

1.4.3 Confidentiality
No materials, including, but not limited to Declarations, copyrighted or trademarked materials, contributed by any WG Member to a WG or RTN shall be considered proprietary or confidential, regardless of how such materials are marked.

1.5 Interpretations
Issues requiring official interpretation of a standard, specification or guidance must be submitted in writing to the WG Chairperson, including, but not limited to, whether a patent is essential as defined herein. The WG Chairperson will submit the issue to three (3) technical experts for investigation and review. After review the technical experts will produce an opinion within 30 days. If the experts do not agree on a single interpretation, then a majority opinion and a minority opinion shall be issued. Such opinions shall be considered opinions only and shall not be legally binding. The WG responsible for the standard shall review split opinions to determine if a revision to the standard is appropriate, including whether the standard is incorporating an essential patent of a WG Member and shall have final authority to determine this matter. The WG Members working on the specific interpretation agree to split the cost of the expert fees.

1.6 Declaration
RTN’s Policies and Procedures requires a WG Member⁴ to complete and execute a Declaration on behalf of the RTN Member Company he or she represents. The Declaration is irrevocable. Any subsequent Declaration covering information disclosed in this Declaration may only supersede this Declaration if the subsequent Declaration is less restrictive upon prospective licensees than the information set forth in this Declaration.

__________________
4   For purposes of this Declaration, “WG Member” includes all levels of membership described in RTN’s Policies and Procedures.

1.6.1 This Declaration will apply to the Draft RTN Specification⁵ identified in Section 1.2.3 and to all reaffirmations or revisions to such Draft RTN Specification. The Form of Declaration is set forth in Ex. A hereto and is expressly incorporated herein.

__________________
5   For purposes of this Declaration, “Draft RTN Specification” includes any eventual standard developed and adopted under RTN’s Policies and Procedures.

5   For purposes of this Declaration, “Draft RTN Specification” includes any eventual standard developed and adopted under RTN’s Policies and Procedures.

[EXHIBIT A] RTN Member Company’s Declaration regarding the Licensing of Essential Patents

A. RTN Member Company

Legal Name of Organization _____________________________________________

B. WG Member Representing the RTN Member Company Name & Department:______________________________________________________

Address: ________________________________________________________________

Telephone: Fax: E-Mail: ____________________________ URL: ________________________

C. Draft RTN Specification

Number:_________________________________________________

Title:____________________________________________________

D. Disclosure of Patents Containing Essential Claims

1. In accordance with Section 1.2.3 of RTN’s Patent and IP Policy, the undersigned WG Member shall disclose, on behalf of the RTN Member Company he or she represents, all patents or patent applications that the RTN Member Company (or its Affiliates⁶ ) may own or control and that it believes may contain claims essential to create an implementation compliant with the Draft RTN Specification or Guidance Document identified above in Section C of this Declaration.

Patent / Application No. / Country:____________________________________________________

Title:____________________________________________________

Patent / Application No. / Country:____________________________________________________

Title:____________________________________________________

Patent / Application No. / Country:____________________________________________________

__________________
6   For purposes of this Declaration, an “Affiliate” is any entity that directly or indirectly controls, is controlled by, or is under common control with, another entity, so long as such control exists. For purposes of this definition, with respect to a business entity, control means direct or indirect beneficial ownership of or the right to exercise (i) greater than fifty percent (50%) of the voting stock or equity in an entity; or (ii) greater than fifty percent (50%) of the ownership interest representing the right to make the decisions for the subject entity in the event that there is no voting stock or equity.

Title:____________________________________________________

Attach additional pages if necessary.

2. Does the RTN Member Company the undersigned represents hold a license from another party to a patent having a claim that is or may become essential to create an implementation compliant with the Draft RTN Specification identified above in Section C of this Declaration?

 Yes                    No

If yes, the undersigned shall disclose on behalf of the RTN Member Company all patents to which the RTN Member Company holds a license from another party having a claim that is or may become essential to create an implementation compliant with the Draft RTN Specification identified above in Section C.

Patent No.:____________________________________________________

Title:____________________________________________________

Licensor:____________________________________________________

Attach additional pages if necessary.

In accordance with Section 1.2.3 of RTN’s Patent and IP Policy, the RTN Member Company, by and through the undersigned, hereby declares for itself, its Affiliates, successors, assigns, and transferees of its patent rights, its licensing position with respect to all patents that it may hold or control and that contain claims that are or may be essential to create an implementation compliant with the Draft RTN Specification identified above in Section C of this Declaration, as follows:
 

1. The RTN Member Company will grant to all interested parties a nonexclusive, worldwide, non-sublicensable (except to the extent necessary "to have made"), perpetual patent license (or equivalent non-assertion covenant) for its patent claims essential to create an implementation compliant with the above-referenced Draft RTN Specification on fair, reasonable and nondiscriminatory terms to use, make, have made, market, import, offer to sell, and sell, and to otherwise directly or indirectly distribute products that implement the Draft RTN Specification as set forth in Ex. A. The license need only extend to the portions of the Draft RTN Specification for which the license is essential to its implementation. Any other intended condition or limitation on this commitment is stated in a letter accompanying this Declaration.
2. The RTN Member Company will grant a license to all such claims to all interested parties with a royalty rate that will not exceed: USD $, or _____% of product price, per unit.
3. The RTN Member Company attaches to this Declaration a draft licensing agreement for any claims essential to create an implementation compliant with the Draft RTN Specification identified above in Section C (the final licensing agreement will not be more restrictive upon licensees than this draft).

Signature

By signing this Declaration, the undersigned represents that he or she is authorized to bind the RTN Member Company as stated herein. The undersigned acknowledges and agrees that this Declaration is a binding agreement between the RTN Member Company and RTN, and its terms are enforceable against the RTN Member Company, its Affiliates, successors, assigns, and transferees. The undersigned further acknowledges and agrees on behalf of the RTN Member Company that each licensee and prospective licensee of patent claims essential to implement the Draft RTN Specification identified above in Section C is an intended beneficiary of this agreement, and each such beneficiary is entitled to rely upon and enforce against the RTN Member Company the provisions set forth in this Declaration.

____________________________________________________
Signature               Title

____________________________________________________
Print Name               Date


Attachment to Ex. A

Exhibit A-1

Patent Information Statement
 

RTN Patent & IP Disclosure Policy Frequently Asked Questions
Questions have arisen concerning the proper interpretation of some aspects of RTN’s new patent policy as adopted by the membership. We set forth below answers to these questions to clarify the policy for all members.
 

1. Q: Does the Patent Policy require a Member to review all of his or her Company’s, or any other company’s, patents?
   
   A: Not at all. The only time this policy is triggered is when a Member intends to “insert” its patented IP into a solution that is being developed by a Work Group, and it is critical to the solution’s viability, and the Member’s Company intends to charge other Members a royalty for use of the patented IP as part of the Work Group’s solution. Thus, each Member controls whether it will use its patented IP as part of the solution and the Work Group is informed of this fact. Otherwise, Members could be subject to a royalty requirement and not be aware of it, or not be in a position to use the Work Group’s solution without the Member approving a royalty structure. In sum, this policy protects the Members in this situation, and essentially implements a fairness doctrine. Most importantly, however, the instances where this policy will be at issue will be very few.
    
2. Q: How common is this type of policy?
   
   A: This policy is extremely common in connection with organizations that establish standards, particularly involving the use of technology. The reason is simple. It allows those Members seeking to develop a specific standard for an industry to decide whether, and to what degree, to use patented technology in arriving at a solution to a problem being examined by a Work Group. The Work Group is entitled to know whether such is the case and whether the patented technology is critical to the Work Group solution at an appropriate time. By having a FRAND requirement, if the Work Group decides to go forward under this situation, the Members will be able to use the solution without concern that any royalty charged for the solution would be exorbitant. By the same token, a policy that does not permit any royalty to Members, would likely cause potential contributing Members to refuse to share such patented technology or cooperate if it is a component of a Work Group solution. As stated above, however, there will be very few instances where this policy will be implemented. But failure to have it would leave Members at risk.
    
3. Q: Do the required disclosures of patents and pending applications that may contain claims essential to a draft specification require patent searches outside of the WG Member’s patent holdings?
   
   A: No. As set forth in sections 1.2.1- 1.2.4 of the RTN Patent and IP Policy, the policy requires only that a WG Member disclose those patents and applications “known by the WG Member and which the WG Member believes” to contain essential claims “after the WG Member has made a good faith and reasonable inquiry into” his or her company’s patent holdings.
    
4. Q: Does the policy allow a WG to incorporate a RTN Member Company’s patented technology into a Draft RTN Specification even if the RTN Member Company does not want that technology used and is not willing to license it generally?
   
   A: No, as long as the disclosure requirements have been followed by the WG Member. The Policy is not intended to force any WG Member to allow a WG to employ theWG Member’s patented technology in a Draft RTN Specification against its wishes; it is intended only to inform WG Members when a Draft RTN Specification may implement patent claims that will entail license costs. This is out of a concern for fairness to all WG Members. Accordingly, a WG Member is free to inform the WG that essential patent claims, or patent applications that may mature to essential patents, owned or controlled by the RTN Member’s company and covered in a Draft RTN Specification, will not be available for licensing if the WG Member has disclosed the existence of the essential patent claims as provided in this Patent Policy. In that event, the WG shall either not proceed with the Draft RTN Specification unless it can be fashioned without elements that implicate those patent claims, or the WG shall proceed with the Draft RTN Specification knowing that the essential patent claims may be asserted against users of the final Specification.
   
   It is recommended that the WG Member disclose such essential patent claims as soon as it becomes aware that its patents will be included in a future Draft Specification. The intent of the Patent Policy is to encourage such early disclosure, and we recognize that it may not be possible to provide such a disclosure shortly after formation of a WG, which is why the Patent Policy requests such disclosure within six months after formation of the WG or when a Draft Specification is submitted to the WG, whichever is earlier. While disclosure may not be possible, even at the six month timeframe, the Patent Policy provides that the WG Member can ask for an extension from the WG.
5. Q: Does this policy apply to software?
   
   A: In the vast majority of cases this policy will not apply to software. In general, the only situation that would raise a question is where a patent would cover the software at issue. But this standard is quite difficult to achieve and highly unusual, such that it is unlikely that a patent application would be filed for software technology.
6. Q: Assume a WG invites each of three RTN member companies A, B and C to propose a solution for a connector element of a Draft RTN Specification; all three proposals are covered by patents; and the WG will need to select one of them. A, B and C all represent that they will commit to licenses and to providing license information as contemplated by RTN’s patent policy, but not until after the WG makes its decision among the proposals. Is it o.k. for A, B and C to coordinate their responses in this manner? Is it prudent for the WG to make its decision before receiving license commitments and license information?
   
   A: No and No. Any such coordination among patent owners with competing connector proposals would raise serious antitrust issues. RTN’s patent policy is intended to enable a WG to obtain relevant license commitments and information before rather than after making a decision among competing proposals, thereby enabling an informed choice. If A, B and C are represented within the WG, they must submit their Declarations containing license commitments and information at each of the times specified in section 1.2.3 of the Patent and IP Policy. Even if A, B and C are not represented within the WG, the WG has every right to ask and expect that the relevant license commitments and information be submitted to it prior to a decision among the proposals. That said, however, it is important to keep in mind at all times the prohibition in section 1.2.4 of the Patent and IP Policy: “The negotiation or discussion of license terms among WG Members or with third parties is prohibited at all RTN and WG Meetings.”

* * * * *
Please do not hesitate to bring any other questions or concerns about the patent policy to our attention. We will address them as promptly as possible.