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Introduction

The mission of the AllSeen Alliance, Inc. (“AllSeen”) is to enable and promote the global adoption and accelerated development of open source interoperable peer connectivity and communications solutions based on AllJoyn for devices and applications in the Internet of Everything, and associated device-based service Frameworks (“Frameworks”).  Collectively, all of the foregoing are sometimes referred to below as "Technical Work Product". The purpose of this Antitrust Policy (the “Policy”) is to avoid antitrust risks in carrying out this mission.

It is AllSeen’s policy to comply with all applicable state and federal antitrust and trade regulation laws, and applicable antitrust/competition laws of other countries (collectively, the “Antitrust Laws”).  The penalties for violating the Antitrust Laws can be severe, including treble damages in the U.S., and large fines and imprisonment of individuals found guilty of illegal conduct.  AllSeen will seek to comply in all respects with the Antitrust Laws, and encourages its members, and any non-members permitted to participate in AllSeen activities, to do the same when participating in AllSeen-related activities, whether directly or indirectly, including without limitation, participants in AllSeen’s working groups and advisory councils, and AllSeen’s employees, consultants, directors and officers (all such non-member participants, “participants”).

The goal of Antitrust Laws is to encourage vigorous competition.  Nothing in this Policy, or in any AllSeen document or policy, prohibits or limits the ability of AllSeen members or participants to design, manufacture, sell, promote, purchase or use any product or service, or otherwise to compete in the marketplace.  This Policy provides general guidance on compliance with Antitrust Law.  Members and participants should contact their respective legal counsel to address specific questions.

This Policy is intended to promote compliance with the Antitrust Laws, and in so doing, to help members avoid exchanging or discussing sensitive information with the purpose of intending to alter or affect the continued independent conduct of members’ respective businesses, but this Policy does not create duties or obligations beyond what the Antitrust Laws actually require.  In the event of any inconsistency between this Policy and the Antitrust Laws, the Antitrust Laws preempt and control.

This Policy shall be provided to all members and participants in AllSeen.

The following policies address three areas in which the Antitrust Laws are particularly concerned: Membership; Conduct of Meetings; and Technical Work Product.

Membership

AllSeen membership shall be made available on reasonable terms to all individuals and entities meeting the qualifications established by AllSeen for membership, as set forth in AllSeen’s bylaws.  No applicant for membership who meets the membership criteria should be rejected for any anti-competitive purpose or solely for the purpose of denying the applicant the benefits of membership.

Any final AllSeen information, materials, or reports available to members shall be made available to non-members on reasonable terms, when failure to make them available will impose a significant economic or competitive disadvantage or cost to non-members.

Conduct of Meetings

To minimize antitrust risk, the AllSeen Board of Directors has adopted the following guidelines for all AllSeen members and participants when participating in AllSeen-related or sponsored meetings, conference calls, or other forums.

AllSeen members and participants must not discuss or exchange information regarding:

  • Individual company’s or industry-wide price-related conduct (pricing policies, price levels, price changes, price differentials markups, discounts, allowances, etc.), cost-related conduct (current or projected costs, etc.), terms and conditions of sale, including credit terms, etc., and for individual products, data that bear on prices, including profits, margins or cost.
  • Allocation of products, customers, or territories among one or more competitors, actual or projected changes in industry production, capacity or inventories.
  • Matters relating to bids or intentions to bid for particular products, procedures for responding to bid invitations or specific contractual arrangements.
  • Plans of individual companies concerning the design, characteristics, production, distribution, marketing or introduction dates of particular products, including proposed territories or customers.
  • Matters relating to actual or potential individual suppliers intended or likely to have the effect of excluding them from any market or of influencing the business conduct of firms toward such suppliers.
  • Matters relating to actual or potential customers intended or likely to have the effect of influencing the business conduct of firms toward such customers.
  • Individual company current or projected costs of procurement, development or manufacture of any product.
  • Individual company market shares for any product or for all products.
  • Confidential or otherwise sensitive business plans or strategy.

In connection with all AllSeen-related meetings, conference calls, or other forums for exchange of information, members and participants must do the following:

  • Understand the purposes and authority of each AllSeen committee, working group, advisory council, or other group in which they participate.
  • Consult with their respective counsel on all antitrust questions related to AllSeen meetings.
  • Protest against any discussions that appear to violate these policies or the Antitrust Laws, leave any meeting in which such discussions continue, and either insist that such protest be noted in the minutes, if occurring during a meeting, or make such protest known to the Legal Counsel of AllSeen (see Contact Information, below).

Technical Work Product

AllSeen and its working groups will create open source software, Frameworks, and other Technical Work Product.  The use of any Technical Work Product and adoption of any such Frameworks shall in all cases be voluntary.  Members and participants shall not enter into agreements that prohibit or restrict any member or non-member from designing, manufacturing, selling promoting or using any alternatives to Technical Work Product. 

All participants in AllSeen working groups shall abide by all applicable rules, policies and procedures adopted by AllSeen or the applicable working group, as updated from time to time. 

Legal Review

AllSeen’s policy is to discuss thoroughly with legal counsel any proposed programs or policy decisions before they are implemented.  If any member or participant has any question as to the legality of a proposed course of action, the matter should be immediately referred to the AllSeen corporate counsel, Andrew Updegrove, at andrew.updegrove@gesmer.com.  In this manner, AllSeen can ensure continued pursuit of its legitimate objectives with maximum protection for members and participants.  Members and participant are encouraged to consult their own legal counsel regarding their participation in AllSeen activities.

Contact Information

To contact AllSeen regarding matters addressed by this Antitrust Policy, please send an email to andrew.updegrove@gesmer.com, and reference “Antitrust Policy” in the subject line.

                                                                    

As adopted by the Board of Directors on January 23, 2014

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11 months 2 weeks ago