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Subject: Feedback to Proposed Membership Agreement

The following constitutes Visa International's feedback to the proposed OASIS Membership Agreement dated October 7, 2004:

We believe the term "affiliate" is poorly defined and likely difficult to apply with respect to warranty requirements for many large multi-national corporations. Furthermore, the problems with the "affiliate" definition and application are even greater in non-traditional corporations or commercial entities such as membership associations, joint ventures, consortiums, etc. Such problems exist with Visa International, a member corporation with complicated and varied relationships with the regional Visa entities. 

Application of the term "affiliate" is crucial to understanding disclosure and licensing obligations under the OASIS IPR Policy, as well as the obligations for the representations and warranties in section 9.2 of the Membership Agreement. While the "personal knowledge" requirement for IPR disclosure mitigates the issue with respect to the IPR Policy, section 9.2 of the Membership Agreement will likely prevent any Visa entity from entering into this Agreement. Our suspicion is that other organizations will have similar problems once their legal departments review the language prior to signature.

We strongly urge the OASIS Board to remove the "affiliate" language and consider restricting disclosure requirements to contributions, as we understand is done at the W3C. 
Chief Systems Architect
Technology Strategies and Standards
Visa International 
Phone: +1.650.432.3696   Fax: +1.650.554.6817

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