[Draft] W3C Community Final Specification Agreement

Status: Obsolete. See the Live system and in particular the About pages.

  1. 1. The Purpose of this Agreement. This Agreement sets forth the terms under which I make certain copyright and patent rights available to you for your implementation of the Specification. Capitalized terms are defined in the Agreement's last section.
  2. 2. Copyrights.
    1. 2.1. Copyright Grant. I grant to you a perpetual (for the duration of the applicable copyright), worldwide, non-exclusive, no-charge, royalty-free, copyright license, without any obligation for accounting to me, to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, distribute, and implement the Specification to the full extent of my copyright interest in the Specification.
    2. 2.2. Attribution. As a condition of the copyright grant, you must include an attribution to the Specification in any derivative work you make based on the Specification. That attribution must include, at minimum, the Specification name and version number.
  3. 3. Patents.
    1. 3.1. Patent Licensing Commitment. I agree to license my Essential Claims under the W3C Community RF Licensing Requirements. This requirement includes Essential Claims that I own and any that I have the right to license without obligation of payment or other consideration to an unrelated third party. W3C Community RF Licensing Requirements obligations made concerning the Specification and described in this policy are binding on me for the life of the patents in question and encumber the patents containing Essential Claims, regardless of changes in participation status or W3C Membership. I also agree to license my Essential Claims under the W3C Community RF Licensing Requirements in derivative works of the Specficiation so long as all normative portions of the Specification are maintained and that this licensing commitment does not extend to any portion of the derivative work that was not included in the Specification.
    2. 3.2. Optional, Additional Patent Grant. In addition to the provisions of Section 3.1, I may also, at my option, make certain intellectual property rights infringed by implementations of the Specification, including Essential Claims, available by providing those terms via the W3C Web site.
  4. 4. No Other Rights. Except as specifically set forth in this Agreement, no other express or implied patent, trademark, copyright, or other property rights are granted under this Agreement, including by implication, waiver, or estoppel.
  5. 5. Antitrust Compliance. I acknowledge that I may compete with other participants, that I am under no obligation to implement the Specification, that each participant is free to develop competing technologies and standards, and that each party is free to license its patent rights to third parties, including for the purpose of enabling competing technologies and standards.
  6. 6. Non-Circumvention. I agree that I will not intentionally take or willfully assist any third party to take any action for the purpose of circumventing my obligations under this Agreement.
  7. 7. Transition to W3C Recommendation Track. Specifications developed by this Project may transition to the W3C Recommendation Track. The W3C Team is responsible for notifying me that a Corresponding Work Group has been chartered. I have no obligation to join the Corresponding Working Group. If the Specification developed under this Project transitions to the W3C Recommendation Track, the following terms apply:
    1. 7.1. If I join the Corresponding Working Group. If I join the Corresponding Working Group, I will be subject to all W3C rules, obligations, licensing commitments, and policies that govern that Working Group.
    2. 7.2. If I Do Not Join the Corresponding Working Group.
      1. 7.2.1. Licensing Obligations to Resulting Specification. If I do not join the Corresponding Working Group, I agree to offer patent licenses according to the W3C Royalty-Free licensing requirements described in Section 5 of the W3C Patent Policy for the portions of the Specification included in the resulting Recommendation. This licensing commitment does not extend to any portion of an implementation of the Recommendation that was not included in the Specification. This licensing commitment may not be revoked but may be modified through the exclusion process defined in Section 4 of the W3C Patent Policy. I am not required to join a Working Group to exclude patents from the W3C Royalty-Free licensing commitment, but must otherwise follow the normal exclusion procedures defined by the W3C Patent Policy. The W3C Team will notify me of any Call for Exclusion in the Corresponding Working Group as set forth in Section 4.5 of the W3C Patent Policy.
      2. 7.2.2. No Disclosure Obligation. If I do not join the Corresponding Working Group, I have no patent disclosure obligations outside of those set forth in Section 6 of the W3C Patent Policy.
  8. 8. Conflict of Interest. I will disclose significant relationships when those relationships might reasonably be perceived as creating a conflict of interest with my role. I will notify W3C of any change in my affiliation using W3C-provided mechanisms.
  9. 9. Representations, Warranties and Disclaimers. I represent and warrant that I am legally entitled to grant the rights and promises set forth in this Agreement. IN ALL OTHER RESPECTS THE SPECIFICATION IS PROVIDED "AS IS." The entire risk as to implementing or otherwise using the Specification is assumed by the implementer and user. Except as stated herein, I expressly disclaim any warranties (express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title, related to the Specification. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR LOST PROFITS OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. All of my obligations under Section 3 regarding the transfer, successors in interest, or assignment of Granted Claims will be satisfied if I notify the transferee or assignee of any patent that I know contains Granted Claims of the obligations under Section 3. Nothing in this Agreement requires me to undertake a patent search.
  10. 10. Definitions.
    1. 10.1. Agreement. “Agreement” means this W3C Community Group Agreement, which sets forth the rights, grants, limitations, conditions, obligations, and disclaimers made available for the particular Specification.
    2. 10.2. Corresponding Working Group. “Corresponding Working Group” is a W3C Working Group that is chartered to develop a Recommendation, as defined in the W3C Process Document, that takes the Specification as an input.
    3. 10.3. Essential Claims. "Essential Claims" shall mean all claims in any patent or patent application in any jurisdiction in the world that would necessarily be infringed by implementation of the Specification. A claim is necessarily infringed hereunder only when it is not possible to avoid infringing it because there is no non-infringing alternative for implementing the normative portions of the Specification. Existence of a non-infringing alternative shall be judged based on the state of the art at the time of my Contribution. The following are expressly excluded from and shall not be deemed to constitute Essential Claims:
      1. 10.3.1. any claims other than as set forth above even if contained in the same patent as Essential Claims; and
      2. 10.3.2. claims which would be infringed only by:
        • portions of an implementation that are not specified in the normative portions of the Specification, or
        • enabling technologies that may be necessary to make or use any product or portion thereof that complies with the Specification and are not themselves expressly set forth in the Specification (e.g., semiconductor manufacturing technology, compiler technology, object-oriented technology, basic operating system technology, and the like); or
        • the implementation of technology developed elsewhere and merely incorporated by reference in the body of the Specification.
      3. 10.3.3. design patents and design registrations.
      For purposes of this definition, the normative portions of the Specification shall be deemed to include only architectural and interoperability requirements. Optional features in the RFC 2119 sense are considered normative unless they are specifically identified as informative. Implementation examples or any other material that merely illustrate the requirements of the Specification are informative, rather than normative.
    4. 10.4. I, Me, or My. “I,” “me,” or “my” refers to the signatory.
    5. 10.5. Project. “Project” means the W3C Community Group Project to develop the Specification.
    6. 10.6. Specification. “Specification” means the Specification identified below.
    7. 10.7. W3C Community RF Licensing Requirements. “W3C Community RF Licensing Requirements” license shall mean a non-assignable, non-sublicensable license to make, have made, use, sell, have sold, offer to sell, import, and distribute and dispose of implementations of my Contributions in the Specification that:
      1. 10.7.1. shall be available to all, worldwide, whether or not they are W3C Members;
      2. 10.7.2. shall extend to all Essential Claims owned or controlled by me;
      3. 10.7.3. may be limited to implementations of the Specification, and to what is required by the Specification;
      4. 10.7.4. may be conditioned on a grant of a reciprocal RF license (as defined in this policy) to all Essential Claims owned or controlled by the licensee. A reciprocal license may be required to be available to all, and a reciprocal license may itself be conditioned on a further reciprocal license from all.
      5. 10.7.5. may not be conditioned on payment of royalties, fees or other consideration;
      6. 10.7.6. may be suspended with respect to any licensee when licensor issued by licensee for infringement of claims essential to implement the Specification or any W3C Recommendation;
      7. 10.7.7. may not impose any further conditions or restrictions on the use of any technology, intellectual property rights, or other restrictions on behavior of the licensee, but may include reasonable, customary terms relating to operation or maintenance of the license relationship such as the following: choice of law and dispute resolution;
      8. 10.7.8. shall not be considered accepted by an implementer who manifests an intent not to accept the terms of the W3C Community RF Licensing Requirements license as offered by the licensor.
      9. 10.7.9. The RF license conforming to the requirements in this policy shall be made available by the licensor as long as the Specification is in effect. The term of such license shall be for the life of the patents in question.
      I am encouraged to provide a contact from which licensing information can be obtained and other relevant licensing information. Any such information will be made publicly available.
    8. 10.8. You or Your. “You,” “you,” or “your” means any person or entity who exercises copyright or patent rights granted under this Agreement, and any person or entity you Control.

Identification of the Specification

Signature

In general, W3C will gather this information through electronic means.

I certify that I am authorized to execute this agreement on behalf of the organization named below (if I am employed by or sponsored for this activity by an organization), and that all promises made herein relating to this Specification are commitments of that organization.

Ian Jacobs, Editor
First Draft by David Rudin, combining OWF Final Agreement with W3C Patent Policy Terms.
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