Member Review - Revised OASIS Membership Agreement

["Zeuch, Wayne R (Wayne)" <zeuch@lucent.com>]

OASIS Board of Directors,

On behalf of Lucent Technologies, I am attaching comments addressing the proposed revision of the OASIS Membership Agreement.   We recommend modifications to Sections 2.1 and 2.2, and the deletion of Section 9 for the reasons described below.

Thank you for your consideration and for the opportunity to comment. 

Wayne Zeuch
OASIS Voting Member
Lucent Technologies
Bell Laboratories - Advanced Technologies
101 Crawfords Corner Road  (Rm 4C-612A)
Holmdel, NJ  07747
Tel: +1 732 949 5077
Email: zeuch@lucent.com

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Lucent's Comments on the Revised OASIS Membership Agreement

 

(1) A Member (as in an organizational member) cannot make the acknowledgements required in 2.1 and 2.2, since only a representative or representatives of a Member may have reviewed either the Bylaw or Intellectual Property Policy or other policies.  It should be sufficient to simply state that the Member will abide by the various documents (if a Member chooses not to have anyone review the documents, then that's their choice).  We suggest amending the clauses as follows:

 

2.1. Bylaws. The Member acknowledges that it has reviewed a copy  agrees to abide by the terms of the Bylaws of OASIS, as they appear at http://www.oasis-open.org/who/[STAFF TO COMPLETE URL] (the "Bylaws") . The Member agrees to abide by the terms of the Bylaws, and as the same may from time to time be amended by the Board of Directors of OASIS (the "Board") in the future and distributed to the Membership.

 

2.2. Intellectual Property Rights ("IPR") Policy and Other Policies. The Member acknowledges that it has reviewed a copy  agrees to abide by the terms of (a) the IPR Policy of OASIS as it appears at [http://www.oasis-open.org/who/intellectualproperty.php], (b) the Antitrust Policy of OASIS as it appears at [http://www.oasis-open.org/who/[STAFF TO COMPLETE URL]]; and (c) any other Policies applicable to members as they appear at [http://www.oasis-open.org/who/[STAFF TO COMPLETE URL] ]. The Member agrees to abide by the terms of the foregoing Policies. The Member acknowledges that some of its obligations under the IPR Policy may survive the termination of this Agreement and its membership in OASIS, as more fully described in such Policy. OASIS acknowledges that the Member is not obligated to announce or market any product or service, or to implement any OASIS specification.

 

(2) Section 9 (Signatures: Affiliated Entities) is unnecessarily complex and burdensome.  While we do not understand the rationale behind this section, we propose that this section should be deleted in its entirety.  There should instead be a simple statement to the effect that the Member is signing the agreement on behalf of itself and its Affiliates, to the extent that it has the right to do so (to license the patents of its Affiliates).

 

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