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KantaraInitiative,IncIPRPolicies–Version 2.0,February16, 2017

KantaraInitiative,IncIEN:81-1226244aDelawarenon-profit,nonstockcorporation.

Note1:ThedefinitionsintheBylawsareincorporatedbyreference.Fortheavoidanceofdoubtthe term'Corporation'referstoKantara Initiative,Inc.

Note2:Useoftheword'Group"inthisPolicyappliesequallytoanyWorkGrouporanyDiscussion Group.

Note3:Useoftheword'Recommendation'inthisPolicyappliesequallytotheterm'Report'and'output'.

ARTICLE1:OPTIONALINTELLECTUALPROPERTYRIGHTSPOLICIESFORWORKGROUPS AND DISCUSSION GROUPS

ThisPolicyappliestotheactivitiesandoutputsofKantara'sGroups.Articles1through7apply to all Groups. The Corporation shall have a number of different intellectualproperty policies, as defined herein the Appendices. Each Group shall also choose toapply one of the sets of license terms ("Options") listed in the Appendices below, andmust be utilized by a Group in governing its operations and outputs, including anyadditional procedures for providing Draft Technical Specifications andRecommendations drafted for review, publication and production, that are described inthat Option. Groups apply one of the Options to their process and outputs by includingthat in their Charter. Any change to that option voted by a Group in accordance withapplicable policy requires a change of IPR to the applicable Group's Charter, and onlytakeseffectupon30daysaftertheapprovalandpublicationoftheamendedCharter.

AnamendmentinaChartermustbeapprovedaccordingtotheBylawsandonlyafterconsultation with the Kantara's Executive Director and Board.The Amended Charterwill apply to work going forward from the date of adoption and cannot be appliedretroactivelytothe past publicationsandworks.

ARTICLE2:DEFINITIONS

ThedefinitionsintheBylawsareincorporatedbyreference.

"Contribute" and "Contribution" to submit to or for a Groupan addition to ormodification of an existing Technical Specification or other Recommendation or a newTechnical Specification or other Recommendation or portion thereof, provided that thesubmissioniseither(i)submittedinwriting(includingawritinginelectronicmedium)or

(ii) stated orally, memorialized with specificity in the written minutes of a Group, andattributedinthemeetingminutestothesubmittingParticipant,providedthattheminutes

are promptly provided to the individual representing the Participant. However, thesubmitting Participant may withdraw its oral submission, by posting a withdrawalstatementinwritingtotheGroup,assoonaspracticableandinanyevent,nolaterthanseven(7) daysofreceiptof suchwrittenminutes.

"Licensed Materials" shall mean any literary work or other work of authorship, includingbut not limited to toolkits, software development kits ("SDK"), Application ProgrammingInterfaces ("API"), code, documentation, reference implementations, prototypes,software, software protocols, formats, interfaces and test tools, whether pre-existing ornewlycreatedorpreparedundertheauspicesofaGroup,thatisintentionallysubmittedby one or more Participants for use in the development of or for inclusion in the outputofaGroup.

"TrademarkOwner"meansanytrustorentityestablishedbytheBoardof Directorsonbehalf of the Trustees, or in the absence of any such trust or entity established for thispurpose,KantaraInitiative, Inc.

ARTICLE3:CONFIDENTIALITY

Licensed Materials that are subject to any requirement of confidentiality may not beconsidered in any part of the Group process. All Licensed Materials will therefore bedeemed to have been submitted on a non-confidential basis, notwithstanding anymarkingsorrepresentationstothecontrary,andParticipantsshallhavenoobligationtotreatanysuchmaterialasconfidential.

ARTICLE4:OWNERSHIPOFINTELLECTUALPROPERTY

Each Participant shall retain ownership (including, but not limited to, the right to publishor distribute without any obligation of confidentiality) of any of its Licensed Materials thatsuch Participant offers for use in the development of or for inclusion in a TechnicalSpecification or Recommendation or other output of a Group, as well as of suchParticipant'simplementationsofthetechnologiesdescribedinaTechnicalSpecification.However, as an exception, any trademark or service mark that is submitted by aParticipant for use as a name of or within a Technical Specification or otherRecommendation, must be exclusively granted or licensed by the Participant to theCorporation,unlesstheBoard ofDirectorsfirstapprovesdifferentterms.

Where two or more Participants jointly develop Licensed Materials or intellectualpropertyappurtenantthereto(suchascopyrightsorpatentrights)aspartoftheirworkinthe Corporation, such Participants shall jointly own any such Licensed Materials andintellectual property, without any obligation of accounting to each other or to the otherParticipants.

To the extent to which a Technical Specification, Recommendation or other GroupoutputconstitutesacopyrightableworkdistinctfromanyParticipant'scopyrightinterestsinLicensedMaterialsincludedaspartofsuchTechnicalSpecification,Recommendation or Group output or from which they are derived, the copyright in suchTechnicalSpecificationorotheroutputofaGroupshallbeownedbytheCorporation.

Joint works that are created in a Group are the intellectual property of the Corporation.The Corporation reserves the right to publish the work. No individual or company mayreproduceorredistributethejointworkproductsexceptaspermittedbytheCorporationunder the applicable set of these license terms or otherwise in writing signed by theExecutive Director of the Corporation. The Corporation makes no express or impliedwarrantiesinthejointworks.

ARTICLE5:TRADEMARKS

By a seventy five percent (75%) majority vote of its members, the Board of Directorsmay agree to register one or more trademarks ("Trademark") where the BoardconcludesthatsuchestablishmentwillservethegoalsandobjectivesoftheCorporationincluding, for example, to indicate compliance of an implementation of aRecommendation, Technical Specification or other output; provided, however, that theBoard of Directors shall use reasonable efforts and act in good faith not to register andusea Trademark that would be confusingly similar to any trademark or service markowned by any Trustee. Any Trademark registered and used under this Article 5 shall beowned by a trust or other entity ("Trademark Owner") established by the Board ofDirectors on behalf of the Trustees. The Trademark Owner will use commerciallyreasonable efforts to clear and register the Trademark in those countries designated bythe Board of Directors as necessary countries, with appropriate input from the Trustees.The Trademark Owner will license all Participants to use the Trademark pursuant toterms to be stated in a license agreement, or general grant of rights to users, in a formapprovedbytheTrademarkOwnerandBoard ofDirectors.

ARTICLE6:NOOTHERLICENSES

Except as explicitly set forth in this Policy or other separate agreements including butnotlimitedtotheKantaraInitiative,IncTrademarkLicenseAgreement,aParticipantisnot required to grant any other Participant or third party any rights or licenses to anypatents, copyrights, trademarks, trade secrets or other intellectual property rights ofsuch Participant.

ARTICLE7:AMENDMENTOFINTELLECTUALPROPERTYPOLICIES

ExceptwhereotherwiseprovidedforinindividualArticlesherein,thisIntellectual

PropertyPoliciesandtheOptionsmayonlybealtered,amended,orrepealed,andnewIntellectual Property Policies and Options adopted, upon approval by a Supermajority(more than75%)oftheBoardasdefinedintheBylaws.

APPENDIX:LICENSETERMSOPTIONSFORGROUPS

Non-normative note: The Non-Assertion Covenant option is the default and preferredoptionand shouldbeusedfornewGroupsandtheirrespectiveoutputsfrom2017.Theother options (Patent and Copyright, Opt out to RAND, Apache 2.0, and CreativeCommons Attribution - Share Alike 3.0) may be used for new Groups and theirrespective outputs where the Group's Charter or the consensus of participants, directsthe Groupto operateundertheseotheroptions.

ExistingGroupswithproposednewworkoutputsshouldtakeintoconsiderationtheIPRof any derived works to be applied to the new work output and the implications formanaging the resulting new output. The determination and rationale for the resultingdecision should be made explicit in a Meeting Minute and/or on the Group's Wikihomepage. Groupchairsareencouragedtoseeklegaladvice if indoubt.

Appendix** A:**

Default** Option Non-Assertion Covenant**

[Can be used for development of a Technical Specification, Recommendation, Report orotheroutputof aGroup]

"You"(or"Your")meanseachParticipant asdefinedintheKantaraBylaws.

"LicensedMaterials,""Participation,"andothertermsdefinedintheKantaraInitiativeIntellectualPropertyRightsPolicyare usedhere asdefined inthatpolicy.

You irrevocably grant a perpetual, worldwide, non-exclusive, no-charge, compensationfree, irrevocable copyright license to reproduce, prepare derivative works of, publiclydisplay, publicly perform, sublicense, and distribute Your Licensed Materials, and allderivative works, to Kantara Initiative, Inc (the Corporation) and to all users andrecipients of any Technical Specifications, Recommendations, Reports or other outputsissuedbya Groupinwhich youareaParticipant.

You represent that that to the best of Your knowledge each of Your Licensed Materialsis Your original creation, or otherwise properly identifies any holders of copyrightinterests in those materials and any relevant restrictions on their re-use; and that Youhave all rights and permissions required to make the grants, acknowledgments, andagreements stated here with respect to those materials. There is no obligation on thepartofaLicensorofMaterialstoperformasearchforIntellectualPropertyRightswhen

contributingmaterials.

You irrevocably covenant that, except as provided in the following paragraph, you willnot assert, against any person who makes, has made, uses, offers to sell, sells, importsor otherwise distributes products or services that implement any TechnicalSpecifications, Recommendations or other outputs issued by aGroup in which you areaParticipant,anypatentclaimslicensablebyYouthatnecessarilyareinfringedbyYourLicensed Materials alone, or by combination of Your Licensed Materials with thatTechnicalSpecification,Recommendationorotheroutput.

If any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that Your Licensed Materials, or theTechnical Specification, Recommendation or other output to which You have submittedthem, constitutes direct or contributory patent infringement, then Your non-assertioncovenantinfavorofthatentityshallterminateasof thedatesuchlitigationisfiled.

Appendix** B:**

Option: Patent** & Copyright: Reciprocal Royalty Free with Opt-Out to Reasonable And Non-discriminatory****(RAND)**

[CanbeusedfordevelopmentofTechnicalSpecificationsorotheroutputofaGroup]

ARTICLE1:DEFINITIONS

"Circulation Draft Technical Specification" shall mean a draft or release of a DraftTechnical Specification circulated to the Participants after the Initial Draft TechnicalSpecificationandbeforetheFinalDraftTechnicalSpecification.NoIPRReviewPeriodisassociated with aCirculationDraftTechnicalSpecification.

"Draft Technical Specification" shall mean a document in draft or non-final form beingworked on by a Group prior to adoption by the Members as a CorporationRecommendation Technical Specification that contains a set of technical criteria(includingreference toexistingspecificationsandprotocols).

"FinalDraftTechnicalSpecification"shallmeanaDraftTechnicalSpecificationformallysubmitted to the Membership for adoption. An IPR Review Period is associated with aFinalDraftTechnicalSpecification.

"Fully Compliant Implementation" shall mean: (a) an implementation of a CorporationRecommendation Technical Specification which supports or implements all of theportionsofthatCorporationRecommendationTechnicalSpecificationdefinedbythatCorporation Recommendation Technical Specification as being "Required"; or (b) animplementation of an optional portion of a Corporation Recommendation TechnicalSpecificationoroptionalCorporationRecommendationTechnicalSpecificationwhich

supports all portions defined by that optional portion of the CorporationRecommendation Technical Specification or that optional Corporation RecommendationTechnical Specification as being "Required"; and, in each instance, (c) animplementationofall portionsofaCorporationRecommendationTechnicalSpecificationrequiredfora specifictype ofproductorcomponentthereof.

"InitialDraftTechnicalSpecification"shallmeanthefirstdraftorreleaseofaDraftTechnical Specification circulated to the Participants. An IPR Review Period isassociated with anInitialDraftTechnicalSpecification.

"IPRReviewPeriod"shallhavethemeaningsetforthinSection5.1.

"Necessary Claims" shall mean those claims of all patents, pending patent applicationsand utility models, regardless of when issued or effective, under which a party, or itsSubsidiaries has the right to grant licenses of the scope contemplated herein, all to theextent and only to the extent that the party, or its Subsidiaries, has the right to grantsuchlicensesasofthedateofanylicensetobeenteredintowiththeotherparty(ies)ascontemplated in Section 4.1, and which are necessarily infringed by a Fully CompliantImplementation of a specific Corporation Recommendation Technical Specificationapproved by the Members, where such infringement could not have been avoided byanother technically feasible non-infringing implementation of such CorporationRecommendation Technical Specification. Notwithstanding the foregoing sentence,Necessary Claims do not include any claims other than those set forth above even ifcontained inthe samepatentas NecessaryClaims.

"ReviewDraftTechnicalSpecification"shallmeanadraftorreleaseofaDraftTechnicalSpecification circulated to the Participants after the Initial Draft Technical Specificationand before the Final Draft Technical Specification. An IPR Review Period is associatedwith aReviewDraftTechnicalSpecification.

"Subsidiary" of a party hereto or of a third party shall mean a corporation, company orotherentity:(a)morethanfiftypercent(50%)ofwhoseoutstandingsharesorsecurities(representing the right to vote for the election of directors or other managing authority)are, now or hereafter, owned or controlled, directly or indirectly, by a party hereto orsuch third party, but such corporation, company or other entity shall be deemed to be aSubsidiary only so long as such ownership or control exists; or (b) which does not haveoutstanding shares or securities, as may be the case in a partnership, joint venture orunincorporated association, but more than fifty percent (50%) of whose ownershipinterest representing the right to make the decisions for such corporation, company orother entity is now or hereafter, owned or controlled, directly or indirectly, by a partyhereto or such third party, but such corporation, company or other entity shall bedeemedtobea Subsidiaryonlyso longassuch ownershiporcontrolexists.

ARTICLE2:DEVELOPMENTLICENSES

Each Participant hereby grants to each other Participant a limited, irrevocable, non-exclusive, worldwide, no-fee, royalty-free right and license of such Participant'sLicensed Materials and under any of the Participant's claims that would be NecessaryClaims if the Licensed Materials were included in an Corporation RecommendationTechnical Specification solely to conduct the work of the Group up to the point at whichtheMembersapprove(orreject)aFinalDraftTechnicalSpecificationrecommendedbytheGroupinquestion.

ARTICLE3:COPYRIGHT

Each Participant hereby grants to all other Participants an irrevocable, perpetual, non-exclusive, worldwide, paid-up copyright license to reproduce, display, perform, prepareandhavepreparedderivativeworksbasedupon,distributeandsublicenseitsLicensedMaterials included in the specific Corporation Recommendation and derivative worksthereof, including the right to authorize Subsidiaries to do any, some or all of theforegoing, and including under any copyright interest such Participant holds in theCorporation Recommendation that is distinct from its copyright interest(s) in theLicensed Materials included in such Corporation Recommendation; provided, however,that each Participant acknowledges that the Kantara Initiative seeks to act as thesteward for defining and revising Corporation Recommendations, and no Participantshall take any actions under the foregoing license, including but not limited to grantingsublicensestothirdparties,thatwould beinconsistentwith thisintention.

The parties hereto acknowledge that works created by employees of the FederalGovernmentarenotsubjecttocopyrightprotectionwithintheUnitedStatesandmaybecopiedorusedbyinterestedparties.

ARTICLE4:PATENT

4.1 If and to the extent a specific Corporation Recommendation Technical Specificationincludes any Licensed Materials or is subject to any Necessary Claims of a Participant,the Participants grant licensesasfollows:

  1. ExceptasotherwiseprovidedinArticle6,eachParticipant(onbehalfofitselfanditsSubsidiaries) hereby covenants to grant to any other person or legal entity (whether ornot such person or entity is also a Participant) a no-fee, royalty-free, nonexclusive,nontransferable, license under its Necessary Claims to implement the specificCorporation Recommendation Technical Specification from a Group of which theParticipant was a member when the Corporation Recommendation TechnicalSpecification was released by the Group, but only to the extent needed to be a FullyCompliant Implementation, and to make, use, import, sell, promote or otherwisedistribute, directly and indirectly, the resulting implementation, which license may bemade subject to the condition that those who seek licenses under this Section 4.1(a)agree to grant reciprocal, no-fee, royalty-free, non-exclusive, nontransferable licensesundertheirNecessaryClaimstosuchParticipantandallotherpartiesnecessaryto

implement the specific Corporation Recommendation Technical Specification as a FullyCompliant Implementation. Except as set forth herein, the negotiation of licensespursuanttothisSection4.1(a)shall belefttothepartiesconcerned.Notwithstandingtheforegoing,noParticipantshallberequiredtograntalicensepursuanttothisSection4.1(a) with respect to; (i) any enabling technologies that may be necessary to make oruseanyproductorportionthereofthatcomplieswithaCorporationrecommendation.

Technical Specification, but are not themselves expressly set forth in that CorporationRecommendation Technical Specification (e.g. semiconductor manufacturingtechnology, compiler technology, object oriented technology, basic operating systemtechnology, database technology, etc.); (ii) the implementation of otherRecommendations, even if referred to in a Corporation Recommendation TechnicalSpecification; or (iii) any portion of any product and any combinations thereof the solepurpose or function of which is not required in order to be a Fully CompliantImplementationofan CorporationRecommendationTechnicalSpecification.

  1. With respect to Necessary Claims that pertain to a specific CorporationRecommendationTechnicalSpecificationfromaGroupofwhichtheParticipantwasnota member when the Corporation Recommendation Technical Specification wasreleased by the Group, but where an individual acting on Participant's behalfContributed Licensed Materials, any Necessary Claims relevant to such ContributedLicensed Materialsareto be licensedunderSection4.1(a)above.
  2. With respect to Necessary Claims that pertain to a specific CorporationRecommendationTechnicalSpecificationfromaGroupofwhichtheParticipantwasnota member when the Corporation Recommendation Technical Specification wasreleased by the Group, where a draft of the Corporation Recommendation TechnicalSpecification had completed an IPR Review Period while such Participant was amember of the respective Group and where Necessary Claims were present in suchdraft of the Corporation Recommendation Technical Specification, such NecessaryClaimsareto be licensedunderSection4.1(a)above.
  3. Notwithstanding any provision to the contrary in this Article 4, including Section 4.1,use and license rights to the United States Government's interest in any applicablepatent rights developed in whole or part by its employees or contractors are subject toand governed by Federal law and regulation. Terms of this Option are applicable toFederal employees, agencies, or contractors to the extent that they do not conflict withFederal lawor regulation,andifParticipantisaFederal agencyor contractor itagreesto use its best efforts to exercise whatever discretion granted to it by Federal law andregulationtomakesuchpatentrightsavailableontermsconsistentwiththeprinciplesofthisOption.

ARTICLE5:DISCLOSUREOFPATENTS

  1. DuringtheIPRReviewPeriod,eachParticipantshalldisclosetotheLeadership

Council, in writing, the existence of any of its patent claims that it has determined wouldlikelybeNecessaryClaimsiftheDraftTechnicalSpecificationweretobecomefinalandthat are personally known to the individuals acting on behalf of such Participant withrespect to the Draft Technical Specification, provided that it is understood and agreedthat such individuals do not represent that they personally know of all potentiallypertinent claims of patents and patent applications owned or claimed by the Participanttheyrepresent oranythirdparties.

  1. The obligation set forth in Section 5.1 above does not, however, imply anyobligations on Participants (collectively or individually) to perform or conduct patentsearches. Further, nothing in this Policy nor the act of a Participant submitting,supporting, or approving a proposal for a Technical Specification shall be construed orotherwise interpreted as any kind of express or implied representation that suchParticipant does or does not hold any patents or patent applications which containclaimsthat coversuchTechnicalSpecification.

ARTICLE6:WITHDRAWAL

  1. Notwithstanding Section 4.1(a), (b) and (c), each Participant member of a Groupshall have until 45 days after a specific Initial, Review or Final Draft TechnicalSpecification is released by a Group for review by all Members (the "IPR ReviewPeriod")towithdrawNecessaryClaims.

  2. Such withdrawal shall be made by notifying the Group Chair in writing ("NecessaryClaims Disclosure Notice") on a good faith basis, setting forth: (i) that it claims to be thesole owner of certain Necessary Claims pertaining to such specific Draft TechnicalSpecification and that the notifying Participant elects to withdraw such NecessaryClaimsfromthelicensegrantsetforthinSection4.1(a)andinsteadtoutilizethelicensegrant set forth in Section 6.2 below; and (ii) For each Necessary Claim identified in theNecessary Claims Disclosure Notice pertaining to such specific Draft TechnicalSpecification, the following information shall be provided: (A) the countries in which thepatent(s) or application(s) in which they are contained was issued or is pending; (B) thepatent number for such patent (or serial number of such patent application, including acopy of the patent application as filed if the patent application has not yet beenpublished, where such serial number and patent application may be declared asNecessary Claims Confidential Information ("NCCI") of the withdrawing Participant asdescribed in Section 6.3); and (C) the portion of such specific Draft TechnicalSpecification where the withdrawing Participant believes an infringement would ariseand the Necessary Claim or Claims relevant to such portion; and (iii) subject to anylimitations imposed by antitrust or other laws, and to the extent that the notifyingParticipantdeemsitappropriate,thespecifictermsoflicensetobeprovidedpursuanttoSection6.2.

  3. TheNecessaryClaimsDisclosureNoticeshallbeeffectiveonthedateitisreceived

bytheGroupChair,providedthatitcontainstheinformationrequiredbySection6.1(a).The Group Chair will promptly provide the Necessary Claims Disclosure Notice, lessanyNCCI, totheLeadership Council.

  1. The Leadership Council shall promptly evaluate any Necessary Claims DisclosureNotice received hereunder. This evaluation may include soliciting advice from membersof the relevant Group, legal counsel and/or other expert advisors. Based on suchevaluation, the Leadership Council shall then give guidance to the Group in question asto howit shouldproceed.

  2. If a Draft Technical Specification is modified in response to a Necessary ClaimsDisclosureNotice,thenthenotifyingParticipantshallhave45daysfromthedateonwhich the modified Technical Specification is provided to that Participant to againsubmita NecessaryClaimsDisclosure Noticeto theGroupChair.

  3. A Participant cannot withdraw from the Section 4.1(a) grant any Necessary ClaimsthatwererelevanttoapreviouslycirculatedDraftTechnicalSpecificationthatwerenotidentified in a Necessary Claims Disclosure Notice during the applicable IPR ReviewPeriod.

  4. A Participant also cannot exercise its rights under this Section 6.1 with respect toNecessary Claims that pertain to Licensed Materials where any individual acting on theParticipant's behalf Contributed such Licensed Materials, except when the Participant'sNecessary Claims have been declared with specificity required by Section 6.1(a)(ii) bythe Participantuponthe ContributionofsuchLicensed Materials.

  5. For each Necessary Claim withdrawn according to Section 6.1, each Participant (onbehalf of itself and its Subsidiaries) hereby covenants to grant to any other person orlegal entity (whether or not such person or entity is also a Participant) a fair, reasonable,non- discriminatory, nonexclusive, nontransferable, license under such NecessaryClaims to implement the specific Corporation Recommendation Technical Specificationfrom aGroup, butonly totheextentneededto be aFully CompliantImplementation,and to make, use, import, sell, promote or otherwise distribute the resultingimplementation, which license may be made subject to the condition that those whoseek licenses under this Section 6.2 agree to grant reciprocal, fair, reasonable, non-discriminatory,non-exclusive,nontransferablelicensesundertheirNecessaryClaimsto such Participant and all other parties necessary to implement the specific CorporationRecommendation Technical Specification as a Fully Compliant Implementation. Exceptas set forth herein, the negotiation of licenses pursuant to this Section 6.2 shall be left totheparties concerned.

Notwithstanding the foregoing, no Participant shall be required to grant a licensepursuanttothisSection6.2withrespectto;(i)anyenablingtechnologiesthatmaybenecessary to make or use any product or portion thereof that complies with anCorporationRecommendationTechnicalSpecification,butarenotthemselves

expressly set forth in that Corporation Recommendation Technical Specification (e.g.semiconductor manufacturing technology, compiler technology, object orientedtechnology, basic operating system technology, database technology, etc.); (ii) theimplementation of other Recommendations, even if referred to in an CorporationRecommendation Technical Specification; or (iii) any portion of any product and anycombinationsthereofthesolepurposeorfunctionofwhichisnotrequiredinordertobea Fully Compliant Implementation of an Corporation Recommendation TechnicalSpecification.

  1. NCCIshallbegovernedbythefollowingprovisions.

  2. Unless and until NCCI is made available to the public through the processes setforth herein or established by the Leadership Council, each Participant (except theowner or authorized licensor) shall use the same degree of care and discretion it usestoavoiddisclosureofits ownconfidentialinformationnottodisclosesuchNCCItoanyentity or person who is not a Participant engaged in the activities for which such NCCIwasprovided.

  3. The obligation of confidentiality set forth in this Section 6.3 shall expire three (3)years from the date the NCCI is first disclosed to the Participant, and shall not apply toanyinformationwhich:(i)isorbecomespubliclyavailableotherthanbytheParticipant'sbreach of a duty; (ii) is rightfully received from a third party without any obligation ofconfidentiality; (iii) is rightfully known by the Participant without any limitation ondisclosure prior to its receipt; (iv) is independently developed by the Participant withoutuse of the NCCI; or (v) is released for disclosure by the Participant with the disclosingparty'swrittenconsent.

  4. Disclosure of NCCI is not prohibited if prior notice is given to its owner and if suchdisclosure is (a) compelled pursuant to a legal proceeding or (b) otherwise required bylaw;provided,however,thatthepartyproposingtomakesuchdisclosurewillfirsthavemade a reasonable effort to obtain a protective order or to have informed the owner ofthe NCCIsoasto allowita reasonableopportunityto seeksuchanorder.

  5. Notwithstanding anything to the contrary herein, any Participant shall be free to usethe residuals of NCCI for any purpose including use in the development, manufacture,marketing and maintenance of its products and services, subject only to the obligationsherein with respect to disclosure of such NCCI. The term "residuals" means that NCCIin non-tangible form, which may be retained in the memories of individuals who havehad rightful access to such NCCI under this Article 6. It is understood that receipt ofNCCIunderthisArticle6shallnotcreateanyobligationinanywaylimitingorrestrictingthe assignment and/or reassignment of any employees of a Participant withinParticipant's organization. However, this Section 6.3(d) shall not be deemed to grant toanypartyalicenseundertheotherparty'scopyrights orpatents.

  6. AnyNCCIdisclosedtotheGroupChairshallnotbefurtherdisclosedexceptona

need-to-knowbasis,forexample,tootherselectmembers(ortheiragents)oftheGroupresponsible for the Draft Technical Specification in question or legal counsel in order toassess the feasibility and prudence of revising a Draft Technical Specification to avoidNecessary Claims identified in a Necessary Claims Disclosure Notice. This AgreementisnotintendedtopreventapartyreceivingNCCIfromusingNCCIResidualKnowledge,subject to any valid patents and copyrights of the owner of such NCCI. NCCI ResidualKnowledge means NCCI that is retained in the unaided memories of the receivingparty'semployeesoragentswhohave hadaccesstoNCCI.

ARTICLE7:DISTRIBUTIONOFDRAFTSPECIFICATIONS

  1. A Group may decide by Group vote to circulate interim drafts or releases of DraftTechnical Specifications to Participants for review and comment. Such Draft TechnicalSpecificationsshallbedesignatedInitial,Circulation,RevieworFinalbytheGroup.
  2. In addition, a Group may request that a Draft Technical Specification be circulatedfor review by and comment from non-Participants. This request, along with theassociated Draft Technical Specification, shall be formally submitted to the LeadershipCouncilanduponaSimpleMajorityvotebytheLeadershipCouncil,shallbepublished.
  3. The primary deliverable of a Group may be a Final Draft Technical Specification onthe subject matter or undertaking assigned to such Group, which drafts or proposalsshall be formally submitted to the Leadership Team. When the Group, by aSupermajority vote of the members, reports to the Leadership Council that a Final DraftTechnical Specification proposed for final approval is complete, or at any other timeuponaSimpleMajorityvoteoftheLeadershipCouncil,theBoardwilltakestepstohavethe Members vote to accept or reject the Final Draft Technical Specification as set forthherein, non-substantial editorial changes notwithstanding. To adopt the Final DraftTechnical Specification, written notice (which shall include a copy of the Final DraftTechnical Specification) shall be sent to all Members advising that a vote will be held forthe purposes of adopting such Final Draft Technical Specification. Such vote shall takeplace no sooner than forty-five (45) days after submission to the Members of the FinalDraft Specification. Adoption of the Final Draft Technical Specification, or any update toa Corporation Recommendation Technical Specification, requires approval by aSupermajority of those Voting of the Members. Such Corporation RecommendationTechnicalSpecificationshallbemadepubliclyavailablebytheMembersuponadoption.
  4. AfteranyCorporationRecommendationTechnicalSpecificationhasbeenapprovedin accordance with Section 7.3 above, any updates or alterations thereto shall betreated as a proposal to develop a new Technical Specification and shall be subject tothe same processes and procedures used for development as set forth above. Theadoption of new Corporation Recommendation Technical Specifications shall notterminate any right or obligation of any Participant, including any licenses or covenantsgrantedorreceivedbyaParticipantwithrespecttoanyearlieradoptedCorporation

RecommendationTechnicalSpecifications.

Appendix** C:**

OPTION:** Source Code Contributor License Agreement****(CLA): Apache****2.0**

[Can be used for development of an output of a Group other than a TechnicalSpecification,suchascode]

You accept and agree to the following terms and conditions for Your present and futureLicensed Materials submitted to the Corporation (Kantara Initiative, Inc). In return, theCorporation shall not use Your Licensed Materials in a way that is contrary to the publicbenefit or inconsistent with its nonprofit status and bylaws in effect at the time of thesubmission. Except for the license granted herein to Kantara Initiative, recipients ofsoftwareandotherRecommendationsandoutputsdistributedbyKantaraInitiative,Youreserveallright,title,and interestinandto YourLicensedMaterials.

ARTICLE1:DEFINITIONS.

"You" (or "Your") shall mean the copyright owner or legal entity authorized by thecopyright owner that is providing the Licensed Materials. For legal entities, the entityproviding the Licensed Materials and all other entities that control, are controlled by, orareundercommoncontrolwiththatentityareconsideredtobeasingleContributor.Forthe purposes of this definition, "control" means (i) the power, direct or indirect, to causethe direction or management of such entity, whether by contract or otherwise, or (ii)ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficialownership ofsuchentity.

ARTICLE2:COPYRIGHT

To allow the Corporation to distribute software and other Recommendations using theApache License, Ver. 2.0, You hereby grant to the Corporation and to recipients ofsoftware and other Recommendations distributed by the Corporation a perpetual,worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license toreproduce, prepare derivative works of, publicly display, publicly perform, sublicense,and distribute Your Licensed Materials and such derivative works. You further agree toprovidetheCorporationanyotherrightsnecessarytoallowittodistributesoftwareandotherRecommendationsusingthe Apache License,Version2.0.

ARTICLE3:PATENT

ToallowtheCorporationtodistributesoftwareandotherRecommendationsusingtheApache License, Ver. 2.0, You hereby grant to the Corporationand to recipients ofsoftware and otherRecommendations distributed by the Corporationa perpetual,worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in thissection) patent license to make, have made, use, offer to sell, sell, import, andotherwise transfer theRecommendation, where such license applies only to thosepatentclaimslicensablebyYouthatarenecessarilyinfringedbyYourLicensed

MaterialsaloneorbycombinationofYourLicensedMaterialswiththeRecommendation to which such Licensed Materials were submitted. If any entityinstitutes patent litigation against You or any other entity (including a cross-claim orcounterclaim in a lawsuit) alleging that Your Licensed Materials, or theRecommendation to which You have submitted, constitutes direct or contributory patentinfringement,thenanypatentlicensesgrantedtothatentityforthoseLicensedMaterials or that Recommendation shall terminate as of the date such litigation is filed.You further agree to provide the Corporation any other rights necessary to allow it todistributesoftwareandotherRecommendationsusingtheApacheLicense,Version2.0.

ARTICLE4:ORIGINALCREATIONS

YourepresentthateachofYourLicensedMaterialsisYouroriginalcreation(seeArticle6forsubmissions on behalf of others).

ARTICLE5:NOSUPPORT,NOWARRANTY

You are not expected to provide support for Your Licensed Materials, except to theextent You desire to provide support. You may provide support for free, for a fee, or notat all. Unless required by applicable law or agreed to in writing, You provide YourLicensed Materials on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONSOF ANY KIND, either express or implied, including, without limitation, any warranties orconditionsofTITLE,NON-INFRINGEMENT,MERCHANTABILITY,orFITNESSFORAPARTICULARPURPOSE.

ARTICLE6:OTHERPARTYMATERIALS

Should You wish to submit work that is not Your original creation, You may submit it tothe Corporation separately from any Licensed Materials, identifying the complete detailsof its source and of any license or other restriction (including, but not limited to, relatedpatents, trademarks, and license agreements) of which You are personally aware, andconspicuouslymarkingtheworkas"Submittedonbehalfofathird-party:[namedhere]".

Appendix** D:**

OPTION:** Copyright: Creative Commons Attribution-Share Alike****(CC A-SA)**3.0

[Can be used by any Group for the development of output of a Group other thanTechnicalSpecifications, suchas aReportofdocument.]

You agree that to the extent to which Group output constitutes a copyrightable workdistinctfromanyParticipant'scopyrightinterestsinLicensedMaterialsincludedaspartof such output or from which they are derived, the copyright in such output of a GroupshallbeownedbytheCorporation.

YouagreethatwhileparticipatingintheGroupanyContributedLicensedMaterialsare

provided to the Corporation and that such Contributed Licensed Materials may bereleased by the Corporation under the Creative Commons 3.0 Attribution-Share Alikelicense asdefinedby:

http://creativecommons.org/licenses/by-sa/3.0/legalcode.

UnlessotherwisenotedwhenContributed,itwillbeassumedtobemadeentirelybyYou with norequired attributionorotherencumbrances.

REVISIONHISTORY

1. 03APR2009-Version1.0
2. 04JUN2009 – Version 1.1 (1) Add "Option Creative Commons Attribution-ShareAlike" section, and (2) make minor "typographical" corrections to several placesin theoriginaltext.
3. 17DEC2009–Version1.2

MakethefollowingnamechangestotheIPRoptions:

  1. From'OptionApache'to'SourceCodeContributorLicenseAgreement(CLA):Apache 2.0'
  2. From'OptionCreativeCommonsAttribution-ShareAlike'to'Copyright:Creative CommonsAttribution-Share Alike (CCA-SA) 3.0'
  3. From'OptionLiberty'to'Patent&Copyright:ReciprocalRoyaltyFreewithOpt-Outto ReasonableAndNonDiscriminatory(RAND)'.
1. 16FEB2017–Version2.0
  1. Add"OptionNonAssertionCovenant"
  2. Wording changes in introductory Articles and Articles in the Options toimprove clarity and consistency with new By-Laws & WorkingGroup/Discussion Grouppractices.