This Co-operation Agreement and Memorandum of Understanding ("Agreement/MoU") is entered into and is effective as of April 22, 2004 (the "Effective Date") by and between the Open Mobile Alliance Ltd. ("Open Mobile Alliance"), the registered office of which is at 45-51 Whitfield Street London W1T 4HB, England and Massachusetts Institute of Technology, European Research Consortium for Informatics and Mathematics, and Keio University ("W3C Hosts"), on behalf of the World Wide Web Consortium("W3C"), the registered offices of which are at 77 Massachusetts Avenue, Cambridge, MA 02139, USA; 2004, route des Lucioles BP 93, 06902 Sophia-Antipolis Cedex, FRANCE; and 5322 Endo, Fujisawa 252-8520 JAPAN, respectively.
WHEREAS, the Open Mobile Alliance and W3C Hosts (each referred to individually as "party"and collectively as "parties") have the common objective to promote, directly or indirectly, international standardization with the aim of contributing to the establishment of global standards in the wireless telecommunications and Internet domain.
WHEREAS, the Open Mobile Alliance and W3C seek guidelines to structure and strengthen their relationship and to foster closer co-operation.
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions hereinafter set forth, the Open Mobile Alliance and W3C hereby agree as follows:
(1) for a period of one (1) year following its receipt of Confidential Information from the Disclosing Party, to use reasonable efforts to maintain in confidence and not to disclose the Disclosing Party’s Confidential Information to any third party other than to employees, officers, directors, independent contractors, professional advisors, members of Open Mobile Alliance or of W3C, except where, with the consent of the other party, such information is incorporated into either party’s specifications, standards or official documents (as appropriate).
(2) not to copy (except to the extent required for the purpose set forth herein or as permitted by applicable law), reverse engineer, reverse compile or attempt to derive the composition or underlying information of any such Disclosing Party’s Confidential Information nor to reduce to writing any part of such Confidential Information;
(3) to limit the use of and access to the Disclosing Party’s Confidential Information to members of the Open Mobile Alliance and W3C and to the Receiving Party’s employees, officers, directors, members, independent contractors and professional advisors who have been notified that such information is Confidential Information for the purpose set forth herein. In the event that a W3C Host is the Receiving Party, the W3C Host must notify the W3C member of the confidential nature of the information and that the Confidential Information must be maintained according to the W3C confidentiality policies, a current version of which is set forth in Exhibit D (1), prior to making Confidential Information available to the W3C member. In the event that Open Mobile Alliance is the Receiving Party the confidentiality undertaking should be at least be on the same terms as, but not be less restrictive than, that set out in Exhibit D (2)); and
(4) to use reasonable efforts to protect the Disclosing Party’s Confidential Information from unauthorized disclosure, use, dissemination, or publication.
This Agreement/MoU shall come into force on the Effective Date and shall, subject to termination hereunder, remain in force for a period of two (2) years from the Effective Date. This Agreement/MoU may be terminated by either party upon thirty (30) days’ written notice to the other party. It is expressly agreed that all the provisions in sections 1 (Definitions), 5 (Contributions), 6 (Copyright of Materials), 7 (Confidential Information), 8 (Term and Termination), 9 (Limitation of Liability) and 10 (General) shall survive the termination or expiration of this Agreement/MoU for any reason.
NEITHER PARTY MAKES ANY REPRESENTATIONS WITH RESPECT TO AND DOES NOT WARRANT THE ACCURACY OF ANY INFORMATION OR ANY DOCUMENT. Without limiting the foregoing, each party agrees to reproduce any warranty disclaimers or limitations of liability which are included in any material made available to it under this Agreement/MoU.
IN WITNESS whereof this Agreement/MoU was duly signed for and on behalf of the parties on the day and year first above written.
Open Mobile Alliance Ltd.
By: _______________________________
Name (Print): Jari T. Alvinen
Title : Chairman of the Board
Date: ______________________________
Massachusetts Institute of Technology
By: _______________________________
Name (Print):________________________
Title : ______________________________
Date: ______________________________
European Research Consortium for Informatics and Mathematics
By: _______________________________
Name (Print):________________________
Title : ______________________________
Date: ______________________________
European Research Consortium for Informatics and Mathematics
By: _______________________________
Name (Print):________________________
Title : ______________________________
Date: ______________________________
Approved for W3C
By: ______________________________
Name (Print): Timothy Berners-Lee
Title: W3C Director
Date: ____________________________
WORK AREAS
Work in the technical committees of each party
CONTACT PERSONS
Open Mobile Alliance
Name: Mark Cataldo
E-mail Address: mark.cataldo@openwave.com
Phone number: +44 23 8076 8130
W3C
Name: Philipp Hoschka
E-mail Address: ph@w3.org
Phone number: +33 4 92 38 79 84
DOCUMENTS
METHOD OF ACCESS
From the Open Mobile Alliance:
Open Mobile Alliance working documents are available on its Web site and may be accessed at
http://openmobilealliance.org/.
From W3C:
W3C working documents are available on its Web site, and may be accessed at
Confidentiality Obligations
(1) Excerpt from W3C Process Document:
There are three principal levels of access to information at the W3C Web site: public, Member-only, and Team-only.
While much information made available by W3C is public, "Member-only" information is available to authorized parties only, including representatives of Member organizations, Invited Experts, the Advisory Board, the TAG, and the Team. For example, the charter of some Working Groups may specify a Member-only confidentiality level for group proceedings.
"Team-only" information is available to the Team and other authorized parties.
Those authorized to access Member-only and Team-only information:
The Team MUST provide mechanisms to protect the confidentiality of Member-only information and ensure that authorized parties have proper access to this information. Documents SHOULD clearly indicate whether they require Member-only confidentiality. Individuals uncertain of the confidentiality level of a piece of information SHOULD contact the Team.
Advisory Committee representatives MAY authorize Member-only access to Member representatives and other individuals employed by the Member who are considered appropriate recipients. For instance, it is the responsibility of the Advisory Committee representative and other employees and official representatives of the organization to ensure that Member-only news announcements are distributed for internal use only within their organization. Information about Member mailing lists is available in the New Member Orientation.
As a benefit of membership, W3C provides some Team-only and Member-only channels for certain types of communication. For example, Advisory Committee representatives can send reviews to a Team-only channel. However, for W3C processes with a significant public component, such as the Recommendation Track process, it is also important for information that affects decision-making to be publicly available. The Team MAY need to communicate Team-only information to a Working Group or the public. Similarly, a Working Group whose proceedings are Member-only MUST make public information pertinent to the Recommendation Track process.
This document clearly indicates which information MUST be available to Members or the public, even though that information was initially communicated on Team-only or Member-only channels. Only the Team and parties authorized by the Team change the level of confidentiality of this information. When doing so:
If the author has not conveyed to the Team a version that is suitable for another confidentiality level, the Team MAY make available a version that reasonably communicates what is required, while respecting the original level of confidentiality, and without attribution to the original author.
(2) Excerpt from
Open Mobile Alliance FORUM LTD.
(the "Company")
SCHEDULE TO THE APPLICATION FORM
Each person by whom, or on whose behalf, an Application Form is executed and accepted, irrevocably agrees and undertakes, by such execution, that:
3.1 |
it shall keep confidential all information of whatever kind and contained in whatever media given, disclosed or supplied by any other member of the Company or otherwise by or to the Company for the purpose of promoting, assisting or furthering the objects of the Company and all documents or other material produced by or for any such member or the Company which contains or reflects such information ("Confidential Information"). However, information shall not be regarded as constituting Confidential Information unless it is clearly designated, labelled or marked as confidential or its equivalent at the time of disclosure or is otherwise disclosed in circumstances or on terms such that there is a clear implication that it is confidential; |
3.2 |
it may not disclose any Confidential Information except to: |
3.2.1 |
the directors, officers or employees of it or its Affiliates or any other member who or which are directly involved in activities which promote, assist or further the objects of the Company and who need to know the same in connection with such activities; |
3.2.2 |
its or its Affiliates’ professional advisers or those of any other member; |
3.2.3 |
any other party only if the owner of the Confidential Information to be disclosed has given its prior written consent; |
3.3 |
it will use the same degree of care for each item of Confidential Information obtained from any other member or the Company as it would for its own Confidential Information of like importance and will otherwise use reasonable care in safeguarding against disclosure of any Confidential Information of any other member or the Company; and |
3.4 |
the obligations of confidentiality in this paragraph 3 shall cease to apply to each item of Confidential Information five years after such item of Confidential Information has been given, disclosed or supplied and in any event shall not apply to Confidential Information: |
3.4.1 |
which ceases to be confidential as a result of disclosure by someone other than it or any other member of the Group of which it is part or any of its directors, officers, employees, agents or advisers (or those of any other member of the Group of which it is part); or |
3.4.2 |
to the extent its disclosure is required by law or the rules or regulations of any stock exchange or other regulatory body; or |
3.4.3 |
if it otherwise becomes available to the public without its breach of the obligations contained in this paragraph 3; |
3.4.4 |
if it is released in writing by the disclosing member or the Company without any restriction; |
3.4.5 |
if it is lawfully obtained from a third party who is neither a member of the Company nor a member of a Group which includes a member of the Company and in the absence of any obligation of confidentiality; or |
3.4.6 |
if the Confidential Information is known to it prior to such disclosure or is at any time developed by it independently of any such disclosure or disclosures from any other member or the Company; and |
3.5 |
any Confidential Information received from a member or the Company shall at all times remain the property of the disclosing member or the Company; and that no grant of any of the disclosing member’s or the Company’s intellectual property rights will be given or intended by such disclosure (including any implied licence); |
3.6 |
upon it ceasing to be a member (unless a member of its Group remains a member of the Company), it shall (subject as specified below): |
3.6.1 |
return all Confidential Information and all copies of the whole or any part of the same to the rightful owner of that Confidential Information; or |
3.6.2 |
if so requested by the rightful owner, shall destroy the same and certify in writing to the rightful owner that the Confidential Information has been destroyed; |
and shall procure that each of its Affiliates shall do the same. |
|
Notwithstanding the obligations set out in this paragraph 3.6, such member shall be entitled to deliver one copy only of any such Confidential Information to its legal advisers from time to time, on condition that all such advisers retain and use such copy solely for the purposes of evidence in any claim or dispute that may arise in relation to such Confidential Information. If any such Confidential Information is given to any such legal advisers, such member shall certify in writing to the rightful owner that such step has been taken, that it will procure that all such legal advisers will observe the obligations as to confidentiality set out in this paragraph 3 (excluding this paragraph 3.6) in relation to such Confidential Information and that it has ensured that such legal advisers are aware of the restrictions set out in this paragraph 3.6; |
|
3.7 |
upon any of its Affiliates ceasing to be an Affiliate of it, it shall procure that such Affiliate shall return all Confidential Information and all copies of the whole or any part of the same to the rightful owner of that Confidential Information or, if so requested by the rightful owner, shall destroy the same and certify in writing to the rightful owner that the Confidential Information has been destroyed; |
3.8 |
it authorises the Company to disclose Confidential Information supplied by it or any of its Affiliates to any third party, body or entity for the purpose of, and in connection with, promoting, assisting or furthering the objects of the Company provided that such third party, body or entity agrees in writing with the Company to observe similar obligations as to confidentiality in relation to any such Confidential Information as those set out in paragraphs 3.1 and 3.3 to 3.6 (inclusive) above; |
3.9 |
it will procure that any of its Affiliates from time to time (except any Affiliates who are Full Members or Associate Members) shall abide by each of the rights and obligations set out in paragraphs 3.1 to 3.8 (inclusive) as if they were members themselves; |