CONSORTIUM FOR ON-BOARD OPTICS (COBO) STANDARDS DEVELOPMENT GROUP
PARTICIPATION AGREEMENT
Basics
1.
PURPOSE
This Consortium for On-Board Optics (COBO) Standards Development Group Participation Agreement (“Agreement”)
governs participation in the “COBO Group”, the purpose of which is to develop certain COBO Specifications and associated
documentation, propose technical requirements or direction for additional COBO Specifications, and engage in other
strategic and development activities relating to COBO as set forth in Appendix B or approved by the COBO Group in
accordance with this Agreement.
2.
MEMBERSHIP
Steering Members. The Steering Members are listed on Appendix A. Additional Steering Members may be admitted
upon Supermajority Vote of all Steering Members. Steering Members may participate in any Working Group and may vote
on any matter identified in this Agreement as requiring a vote.
Associate Members. All Members other than Steering Members are Associate Members. Associate Members must
have a demonstrable interest in the development and dissemination of COBO. Associate Members may participate in
Working Groups and may vote on matters relating solely to Working Groups in which they participate.
Adopters. The COBO Group may (by Supermajority Vote of the Steering Members) establish an “Adopter” category
that provides access to Approved Specifications in exchange for a covenant not to sue with respect to the Approved
Specification, but which provides no membership, participation, voting, or other Member rights.
Working Group Processes and Related Policies
3.
ADMINISTRATION
The COBO Group will be governed by the Steering Members, who will elect a Chair and Secretary. Unless otherwise
specified, Steering Member decisions are effective if approved by more than 50% of all Steering Members. By
Supermajority Vote Steering Members may, among other things, appoint a Treasurer to oversee (but not hold) funds
received or disbursed by Members in connection with this Agreement, retain the services of a management agency, or
incorporate the COBO Group as a non-profit corporation for purposes consistent with this Agreement (in which case
copyright in the collective works designated as Approved Documents and Approved Specifications will be assigned to that
entity).
4.
PROPOSALS
Proposals. Any Member may submit a written Proposal relating to COBO for consideration by the COBO Group.
Working Group Formation. If the Proposal is approved by Supermajority Vote of all Steering Members, a “Working
Group” is formed.
General Working Groups. For works other than technical specifications, a “General Working Group” is
formed.
Specification Working Groups. For development of a technical specification, a “Specification Working
Group” is formed.
5.
WORKING GROUP RULES
Rules Applicable to All Working Groups.
Membership. Each Steering Member and each qualifying Associate Member may join a Working Group by
notifying the Steering Members in writing and designating a Lead Participant.
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Multiple Participants may be designated, but only the Lead Participant has standing for purposes of
consensus or voting.
Membership in a Working Group terminates if a Member fails to attend at least one of any four
consecutive Working Group meetings.
Chair. The Working Group must designate a Chair, who maintains a signed list of Participants, organizes
meetings and voting, and ensures the Working Group meets its goals. The Chair may be replaced by
Supermajority Vote of all Lead Participants.
Adoption of Charter and Initial Draft. Within 28 days after formation the Working Group must adopt the
Proposal as its Charter or establish a more-detailed Charter consistent with the Proposal; if the Working
Group has not adopted an initial document as its Draft Document (for General Working Groups) or Draft
Specification (for Specification Working Groups) within one year after formation it must be rechartered or
disbanded.
Finalization and Approval. Upon completion of its objectives under the Charter the Working Group may
propose to the Steering Members that the Draft Document or Draft Specification become (by Supermajority
Vote of all Steering Members) an Approved Document or Approved Specification.
Publication. Except as expressly set forth in this Agreement or as determined by Supermajority Vote of all
Steering Members, only Approved Documents and Approved Specifications may be published outside of the
COBO Group.
Meetings and Decisions. Chairs are responsible for issuing all notifications of meetings and votes of their
Working Group.
Decisions. Working Groups will endeavor to make all decisions by consensus; if consensus is not
clear, the Working Group may make decisions by Supermajority Vote of all Lead Participants.
Notice of Meetings. Written notice is required in advance of any meeting (or first of any series of
regular meetings) as follows: 14 days for in-person meetings, 7 days for teleconference meetings, no
advance notice for general communications that include all Participants or if all Lead Participants
agree.
Voting. Electronic votes require no advance notice but must be made pursuant to a clear ballot with
only “yes” and “no” options, and the voting must remain open for at least 7 days. For votes on
matters other than adoption of a Charter, Initial Draft, or proposed Approved version, votes may be
taken at any meeting at which at least 2/3 of all Lead Participants are represented (directly or
through another Member Participant, but not by proxy).
Copyright.
Rights in Contributions. To make any Contribution to a Working Group, Members must have
sufficient rights to make the Contribution under the terms of this Agreement and must disclose the
identities of all copyright owners in the Contribution.
Contributions License Grant. For purposes of the development, publication, distribution, and
modification of each Working Group Document or Specification, each Member and its Participants is
deemed to have granted a perpetual, nonexclusive, irrevocable, royalty-free, paid up, worldwide
license to copy, modify, prepare derivative works, publicly display, publicly perform, and distribute its
Contributions in their original or modified form, and to allow others to do the same, with no
accounting obligations.
Publications License for Documents and Draft Specifications. Unless otherwise determined by
Supermajority Vote of the Steering Members, all Proposals, Charters, Draft Documents, Draft
Specifications, and Approved Documents are subject to the Creative Commons Attribution 4.0
International license (“CC BY 4.0”), subject to the restraints on publication set forth in Section 5.1E.
Publications License for Approved Specifications. Unless otherwise determined by Supermajority
Vote of the Steering Members, Approved Specifications published by the COBO Group are subject to
the Creative Commons Attribution-NoDerivatives 4.0 International license (“CC BY-ND 4.0”);
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Approved Specifications that are provided to a standards-development organization for further
development are subject to the Creative Commons Attribution 4.0 International license (“CC BY 4.0”),
with COBO Group identified as the copyright holder.
Withdrawal from Working Group. A Member may withdraw from a Working Group at any time by notifying
the Working Group Chair in writing, but remains subject to any continuing obligations set forth in this
Agreement.
Rules Applicable to Specification Working Groups Only.
Patent Licensing (RAND).
Licensing Commitment. Each Working Group Participant agrees it will offer to all applicants a
nonexclusive, worldwide, non-sublicensable, perpetual patent license to its Essential Claims on fair,
reasonable, and non-discriminatory terms to make, have made, use, import, offer to sell, sell, and
distribute conformant implementations of any Approved Specification of that Working Group. A
Member’s obligation to offer licenses to Essential Claims includes Essential Claims owned or
controlled by its Affiliates. If a Member or an Affiliate grants an exclusive license to or transfers an
Essential Claim, the recipient and all successors must be subject to the obligations under this
Agreement.
Patent Exclusion. A “Patent Exclusion Period” is required as to each Draft Specification (1) upon initial
adoption as a Draft Specification by the Specification Working Group and (2) again (if modified after
the first Patent Exclusion Period) before it is proposed to be an Approved Specification. The Chair
initiates the Patent Exclusion Period by notifying the Working Group Participants via email,
identifying the Draft Specification by date or version number, and stating a closing date at least 28
days after the initial notice date. A Working Group Member may, during the initial Patent Exclusion
Period, exclude Essential Claims from its licensing commitments by providing written notice of that
intent to the Working Group Chair (“Exclusion Notice”). The Exclusion Notice must provide the patent
registration or application number, identify which portions of the Draft Specification are affected,
and summarize the patent claims. A Member who fails to exclude a patent during a Patent Exclusion
Period may not subsequently seek to exclude an Essential Claim from the licensing obligations. For
subsequent Patent Exclusion Periods the exclusion opportunity applies only to new material in the
Draft Specification. The exclusion opportunity is not available with respect to a Member’s own
Contributions. The Working Group Chair will make the declarations available to Working Group
Participants.
Submission to Standards-Development Organization.
Approved Specifications may, by Supermajority Vote of all Steering Members, be submitted for
publication or further development to a recognized standards-development organization (“SDO”).
If the Steering Members do not publish an Approved Specification or submit it to an SDO within six
months after its approval by the Steering Members, any COBO Group member may (under CC BY 4.0
or similar terms permitting derivatives with attribution) publish the Approved Specification or submit
it to an SDO for further development.
If the Steering Members decline to approve a Draft Specification as an Approved Specification, any
COBO Group member may (under CC BY 4.0 or similar terms permitting derivatives with attribution)
publish the Draft Specification or submit it to an SDO for further development, but the patent
licensing obligations do not apply unless expressly confirmed in writing by a Member in that context.
Terms to Include In Published Specifications. Published Specifications must include the following terms:
Copyright
Copyright © [Date] COBO Group. All Rights Reserved. This publication is subject to the terms of [Insert
reference to CC BY 4.0 or CC BY-ND 4.0].
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Limitations
THIS DOCUMENT IS PROVIDED “AS IS.” The publisher and contributors expressly disclaim any warranties
(express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness
for a particular purpose, or title. The entire risk of using or implementing this document is assumed by the
user. IN NO EVENT ARE THE PUBLISHER OR CONTRIBUTORS LIABLE TO ANY PARTY FOR DIRECT, INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) BASED ON
ANY THEORY OF ACTION (INCLUDING NEGLIGENCE), EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE. This document may be subject to third party rights.
Other Matters
6.
DISCLOSURES AND REFERENCES TO OTHERS
Restrictions. COBO Group members may not disclose information related to the activities conducted under this
Agreement (including but not limited to meetings, Contributions, Drafts, and governance issues) unless pre-authorized by
Supermajority Vote of all Steering Members and coordinated with the relevant Working Group Chair where appropriate.
Apart from these limitations, information disclosed in connection with COBO Group activities is not confidential,
regardless of any markings or statements to the contrary.
Use of Member Name. Approved Documents and Approved Specifications may include attribution to COBO Group
and to Members that participated in the Working Group. COBO Group Members may not otherwise use the name of any
other COBO Group member in connection with any Proposal, Draft, Document, Specification, or related activity under this
Agreement without express authorization from the named party.
7.
APPLICABLE LAWS
Members and their representatives must not violate laws and regulations applicable to their conduct under this
Agreement, including but not limited to antitrust laws and regulations. By way of example only, and not as a substitute for
each Member’s reliance on its own legal counsel: Members may compete against one another; each Member may
conduct its business in whatever way it chooses; each may design, develop, manufacture, acquire, or market competitive
deliverables, products and services; no Member is obligated to announce or market any products or services; and
Members are not to discuss product pricing, methods or channels of product distribution, division of markets, allocation of
customers, or other topics inappropriate for discussion among competitors.
8.
TERM AND TERMINATION
Effective Dates. This Agreement is effective initially when executed by at least two Members and is effective as to
each subsequent Member as of the date the Agreement is executed and delivered to the Steering Chair, except as follows:
Associate Membership is not effective if a Steering Member objects within seven days after receipt of the signed
Agreement. (In the case of an objection, a Supermajority Vote of all Steering Members overrides the objection.) This
Agreement continues until terminated by Supermajority Vote of the Steering Members (or until only one party remains).
Withdrawal or Termination. Any Member may terminate its participation in the Agreement by delivering written
notice to each of the Steering Members and the Chair of any Working Group in which they participate. A Member that
violates the substantive rules of a Working Group or the COBO Group must withdraw from the Working Group or COBO
Group, or may be removed by Supermajority Vote of all Steering Members. The Steering Members’ determination in each
case is final and non-appealable, and as a condition of participation in COBO Group each Member agrees no claim of any
kind may arise from such removal or termination.
Effect of Withdrawal or Termination. No new obligations are incurred after a Member’s withdrawal or termination,
but obligations already incurred do not terminate. With respect to Specification Working Groups, if a Member withdraws
or is terminated before the work becomes an Approved Specification, the Member’s obligation to license Essential Claims
as to the Approved Specification is limited to (1) Essential Claims in that Member’s Contributions and (2) claims the
Member did not exclude pursuant to a formal opportunity to exclude claims as to a Draft or Approved Specification. In
addition, Sections 5.1E, 5.1G, 5.2A, and Articles 6, 7, 8, and 9 survive any termination or expiration of the Agreement.
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9.
AFFILIATES
Each Member and its Affiliates are deemed a single entity under this Agreement (e.g., for purposes of membership,
participation, voting, and intellectual property commitments).
10.
DEFINED TERMS
“Adopters” have the qualifications, rights, and obligations set forth in Section 2.3 and elsewhere in this Agreement
but are not Members.
“Affiliate” means any legal entity that directly or indirectly Controls, is Controlled by, or is under common Control
with a Member. “Control” means the power to determine the course of action of another entity (for example by
ownership of more than 50% of the voting stock or equity, authority to appoint a majority of the board or equivalent
body, or by virtue of its voting or other rights).
“Approved Document” means any document (excluding Specifications) approved by Supermajority Vote of the
Steering Members as set forth in this Agreement.
“Approved Specification” means any specification approved by Supermajority Vote of the Steering Members as set
forth in this Agreement.
“Associate Members” are Members with the qualifications, rights, and obligations set forth in Section 2.2 and
elsewhere this Agreement.
“CC BY 4.0” means the Creative Commons Attribution 4.0 International license,
http://creativecommons.org/licenses/by/4.0/legalcode.
“CC BY-ND 4.0” means the Creative Commons Attribution-NoDerivatives 4.0 International license,
http://creativecommons.org/licenses/by-nd/4.0/legalcode.
“Contribution” means any submission to a Working Group that is either (1) submitted in writing or (2) stated orally,
written into the minutes of a Working Group, and attributed to an individual. A submitter may correct or withdraw an oral
submission by providing written notice to the Chair within 14 days after the Working Group minutes were delivered to the
individual submitter or its Lead Participant.
“Essential Claim” means a claim in any patent or patent application in any jurisdiction that is infringed by
implementation of the Normative Elements of an Approved Specification, and for which there is no non-infringing
alternative (based on the state of the art at the time the Approved Specification is approved). “Normative Elements” are
only those elements of the Approved Specification that (1) are set forth in full detail and (2) must be implemented to
conform to the Approved Specification (including its optional components, if any). (By way of example only: Normative
Elements do not include matters merely referenced in the Approved Specification such as enabling technologies and other
specifications even if necessary to make or use a product that conforms to the Approved Specification, reference
implementations, explanatory materials, or portions of any product or combination of products not required for
conformance to the Approved Specification.)
“Member” means any Steering Member or Associate Member.
“Participant” means each individual Member representative who participates in a Working Group.
“Proposal” means any proposal relating to the purpose of COBO Group.
“Specification” means a Draft Specification or Approved Specification.
“Steering Members” are Members with the qualifications, rights, and obligations set forth in Section 2.1 and
elsewhere this Agreement.
“Supermajority” means 2/3 of all eligible voters (unless the provision specifies “Supermajority of a quorum”, which
means 2/3 of those in the quorum for that meeting).
Each person who signs below represents that she or he is authorized to grant the rights and promises set forth in this
Agreement on their own behalf and on behalf of the identified Member.
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Agreed and accepted:
Member:
Signature:
Name:
Title:
Email:
Address:
Date:
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APPENDIX A
Steering Members
Microsoft Corporation
Broadcom Corporation
Cisco System, Inc.
Arista Networks, Inc.
Mellanox Technologies
Juniper Networks, Inc.
TBD
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APPENDIX B
Proposals and Working Groups
1.
Documents
[to come]
2.
Specifications
[to come]
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