Broadband Internet Technical Advisory Group, Inc.
Intellectual Property Rights Policy

Version 2.0

Adopted: June 28, 2012

The following Intellectual Property Rights Policy (“IPR Policy”) was adopted by the Board of Directors (the “Board”) of Broadband Internet Technical Advisory Group, Inc. (“BITAG”) with respect to the operation of the Technical Working Group (“TWG”).

• 1Definitions.

  • 1.1"BITAG Materials" means any material developed or submitted by a BITAG officer, employee, agent or contractor. To be clear, TWG Representatives, TWG Designees and TWG Observers shall not be deemed BITAG officers, employees, agents or contractors.

  • 1.2"Bylaws" means BITAG's Bylaws adopted in January 2011, as the same may be amended, modified or restated from time to time.

  • 1.3"Contribution” means any material developed or submitted to the TWG in writing or electronically, whether in an in-person meeting or in any electronic conference or mailing list maintained by TWG or TWG Committee and which is intended by the Participant for publication as all or part of a Report and any statement made within the context of a TWG activity; provided, however, a Review Request submitted by a Participant will not be deemed a Contribution. Statements made outside of an TWG session, mailing list, or other function, that are clearly not intended to be input to an TWG activity, group, or function are not Contributions.

  • 1.4"Draft Report” means a draft Report that has not become final pursuant to the procedures set forth in Section 8 of the TWG Governance Manual.

  • 1.5"Final Report" means a Report generated by the TWG that becomes final pursuant to the procedures set forth in Section 8 of the TWG Governance Manual.

  • 1.6"Member" has the meaning ascribed to such term in the Bylaws.

  • 1.7"Participant" means a Member, TWG Representative, TWG Designee or TWG Observer.

  • 1.8"Report" has the meaning ascribed to such term in the TWG Governance Manual.

  • 1.9"Review Request" has the meaning ascribed to such term in the TWG Governance Manual.

  • 1.10"Submitting Party" means a Member, a non-Member, a group of Members, a group of non-Members, or a group composed of both Members and non-Members that submit a Review Request to BITAG pursuant to the terms of the TWG Governance Manual.

  • 1.11"TWG Governance Manual" means the Technical Working Group Governance Manual, Version 1.0 adopted in January 2011, as the same may be amended, modified or restated from time to time.

  • 1.12"TWG Designee" has the meaning ascribed to such term in the TWG Governance Manual.

  • 1.13"TWG Observer" has the meaning ascribed to such term in the TWG Governance Manual.

  • 1.14"TWG Representative" has the meaning ascribed to such term in the Bylaws.

• 2Copyrights

  • 2.1Final Reports

    • (a)Ownership.Subject to the Participants' ownership rights in the underlying Contributions under Section 2.4(a), BITAG owns all right, title and interest in and to the compilation of Contributions and other materials forming a Final Report. BITAG will use the Final Report as reasonably deemed necessary or appropriate by BITAG to further BITAG's and the TWG's mission as outlined in the Bylaws and the TWG Governance Manual. Without limiting the generality of the foregoing, the Final Report will be used to educate policymakers, the industry and the public on broadband network management practices and other related technical issues that can affect users' Internet experience. Each Participant will execute and deliver such instruments and take such other actions as and when BITAG may reasonably request to perfect or protect BITAG's ownership in the Final Reports.

    • (b)License Grant.BITAG grants and agrees to grant to Participants and members of the public a worldwide, royalty-free, nontransferable, nonexclusive, perpetual, irrevocable (except in case of breach of this license) right and license to: (i) reproduce, publish, display and distribute a Final Report in full, in any format or media, and (ii) prepare translations of the Final Report into languages other than English and to reproduce, publish, display and distribute such translations.

    • (c)Limitations on UseThis license granted in Section 2.1(b) is expressly made subject to and limited by the following restrictions: (i) any reproduction shall keep intact all copyright and other notices for the Final Report, and (ii) licensees shall not create adaptations, alterations or derivative works of the Final Report without the express written consent of BITAG.

  • 2.2Draft Reports

    • (a)Ownership.Subject to the Participants' ownership rights in the underlying Contributions under Section 2.4(a), BITAG owns all right, title and interest in and to the compilation of Contributions and other materials forming a Draft Report.

    • (b)License Grant.BITAG grants and agrees to grant to each Participant a worldwide, royalty-free, nontransferable, nonexclusive, perpetual, irrevocable (except in case of breach of this license) right and license to reproduce, make derivative works from and distribute the Draft Reports (subject to the obligation in Section 2.2(c)), in any format or media, solely as necessary for such Participant to perform his, her or its obligations to BITAG, the TWG and any TWG Committee as such obligations are set forth under the Bylaws, the TWG Governance Manual and other documents and rules adopted by the Board and TWG, including the preparation of Reports and other TWG deliverables.

    • (c)Limitations on UseNeither BITAG nor Participants will use or disclose Draft Reports in a manner not authorized under BITAG's Confidentiality Policy under Section 4 below.

  • 2.3BITAG Materials

    • (a)Ownership.BITAG owns all right, title and interest in and to the BITAG Materials.

    • (b)License Grant.BITAG grants and agrees to grant to each Participant a worldwide, royalty-free, nontransferable, nonexclusive, perpetual, irrevocable (except in case of breach of this license) right and license to: (i) reproduce, make derivative works from and distribute (subject to the obligation in Section 2.3(c)) such BITAG Materials, in any format or media, and (ii) prepare translations of the BITAG Materials into languages other than English and to reproduce, publish, display and distribute such translations, in any format or media, in each case, solely as necessary for such Participant to perform his, her or its obligations to BITAG, the TWG and any TWG Committee as such obligations are set forth under the Bylaws, the TWG Governance Manual and other documents and rules adopted by the Board and TWG, including the preparation of Reports and other TWG deliverables.

    • (c)Limitation on Use by BITAG and Licensees.Neither BITAG nor Participants will use or disclose BITAG Materials in a manner not authorized under BITAG's Confidentiality Policy under Section 4 below.

  • 2.4Contributions

    • (a)Ownership.Participant or such Participant's Member will retain all right, title and interest in and to his, her or its Contributions.

    • (b)License.Unless otherwise specified in writing at the time of submission or within ten (10) days of submission, Participant and such Participant's Member, if applicable, grants and agrees to grant to BITAG and the other Participants a worldwide, royalty-free, nontransferable, nonexclusive, perpetual, irrevocable (except in case of breach of this license) right and license to: (i) reproduce, make derivative works from and distribute (subject to the obligation in Section 2.4(c)), such Contributions, in any format or media; and (ii) prepare translations of the Contributions into languages other than English and to reproduce, publish, display and distribute such translations, in any format or media, in each case, solely in connection with the generation of, and inclusion of such Contribution in, a Report or other TWG deliverable.

    • (c)Limitations on Use by BITAG.BITAG's and its Participants' rights to use and distribute such Contributions shall at all times remain subject to the BITAG Confidentiality Policy under Section 4 below.

    • (d)Third Party Writings.Participant should identify any writing or other material that he, she or it submitted or identified to BITAG that was authored by a third party (other than a Participant or Submitting Party). No Participant should include, or propose to include, any such writing or other material in any Report or other BITAG documentation without Participant demonstrating he, she or it had obtained an appropriate grant of copyright license in substantially the language contemplated in Section 2.4(b).

  • 2.5Review Requests

    • (a)Ownership.The Submitting Party will retain all right, title and interest in and to its Review Request. Any derivative work generated from the Review Request by the Submitting Party and outside of the BITAG process shall remain the property of the Submitting Party. Any derivative work generated from the Review Request by BITAG or Participants shall be owned by BITAG.

    • (b)License.By his, her or its submission of a Review Request to BITAG, the Submitting Party grants and agrees to grant to BITAG a worldwide, royalty-free, nontransferable, nonexclusive, perpetual, irrevocable (except in case of breach of this license) right and license to: (i) reproduce, make derivative works from, and distribute (without any requirement of confidentiality) the Review Request, in any format or media, and (ii) prepare translations of the Contributions into languages other than English and to reproduce, publish, display and distribute such translations, in any format or media, solely in connection with the furtherance of the BITAG's, including the TWG's, mission as outlined in the Bylaws.

  • 2.6Representation and Warranty. BITAG, each Submitting Party and each Participant, jointly and not severally, represents and warrants that he, she or it has the right to grant the copyright licenses granted herein.

• 3Patents. Other than for the limited copyright licenses explicitly granted under Section 2, BITAG and Participants hereby acknowledge and agree that no Participant is transferring or granting to BITAG, Participants or any other third party any right, title, or interest in or to (or granting any license or other permissions in or to) any or all inventions, discoveries, ideas, (whether patentable or not), works or materials, including but not limited to products, devices, computer programs, source codes, designs, files, specifications, texts, drawings, processes, data or other information or documentation in preliminary or final form created by or on behalf of a Participant or directly or indirectly provided to BITAG or other Participant (in any form, including, without limitation, verbally). For the avoidance of doubt, the Participants agree no patent license, immunity or other patent right is granted by any Participant to another Participant, BITAG, or any third party, either directly or by implication, estoppel or otherwise.

• 4Confidentiality. The following confidentiality obligations are binding on BITAG, BITAG's directors, employees, agents and contractors, Participants and Members:

  • 4.1BITAG Information.

    • (a)(a) Except for Public Information and Highly Confidential Member Information, all information disclosed by any Participant (the "Disclosing Party") during any meeting or activity of the TWG or TWG Committee (such information collectively, "BITAG Information") shall be deemed to have been disclosed on a confidential basis. Each Participant, Member, BITAG, and BITAG's director, employee, agent and contractor (each a "Recipient" and, collectively, "Recipients") shall at all times keep all BITAG Information confidential and shall not use any portion of the BITAG Information for any purpose except to perform his, her or its obligations to BITAG, the TWG, or the TWG Committee as such obligations are set forth under the Bylaws, the TWG Governance Manual and other documents and rules adopted by the Board and TWG. Participants may disclose BITAG Information to: (i) other Participants, (ii) to other employees, contractors and agents of Participant or Participant's affiliated Member company, and (iii) to BITAG and its directors, officers, employees, and advisors; provided that, in each event such disclosure is necessary for the Recipient or the receiving party to perform his, her or its obligations to BITAG, the TWG or any TWG Committee, and all such persons that have access to BITAG Information have been informed of the confidential nature thereof and agreed to maintain the confidentiality of the BITAG Information. BITAG Information cannot be disclosed to any other person or entity without the express written consent of the BITAG Executive Director and the Disclosing Party; provided, however, these confidentiality obligations shall not apply to information which, other than by means of a breach of duty imposed by this Policy, the Bylaws or TWG Governance Manual or any policies or procedures from time to time adopted by the Board, (A) is or becomes generally known to the public, (B) is independently developed by or for such Member or Participant or any other party without restriction, or (C) is information generally released by the party that owns such information without restriction.

    • (b)BITAG Information includes, without limitation,

      • (i)information regarding the TWG and TWG Committee proceedings other than the identity of the TWG participants in the TWG or TWG Committee, and a brief description of the technical issue(s) under review;

      • (ii)technical recommendations or suggestions being discussed in the TWG or TWG Committee;

      • (iii)the positions of any Participants on any particular technical issue contained in a Report; provided, however, each Final Report will contain the aggregate percentage that the majority technical opinion received from each Member Category as specified in the TWG Governance Manual;

      • (iv)the TWG's or TWG Committee's meeting agenda;

      • (v)Contributions;

      • (vi)Draft Reports;

      • (vii)BITAG Materials; and

      • (viii)unless otherwise specified by the Executive Director or TWG Committee Chair in writing, any and all other information discussed, developed or disclosed during TWG or TWG Committee proceedings.

  • 4.2"Public Information" means information relating to BITAG, its organizational structure, membership, rules and policies, and other information unrelated to the substantive activities of the TWG. Public Information will be deemed not to be confidential and will not be subject to the confidentiality obligations associated with BITAG Information. Public Information includes, without limitation:

    • (a)the Bylaws, TWG Governance Manual, this Policy and any and all other documents related to the governance and operational procedures of BITAG and the TWG;

    • (b)BITAG and TWG membership rosters;

    • (c)identities of BITAG's Board, including the identity of Designated Participating Members and their Director Designees, and BITAG's officers and employees;

    • (d)BITAG's financial information;

    • (e)Final Reports;

    • (f)Review Requests; and

    • (g)any other information designated by the BITAG Executive Director or the Board as "Public Information" related to the operations of BITAG that does not include "Highly Confidential Information" or relate to internal, non-public operations of the TWG or TWG Committee.

  • 4.3"Highly Confidential Information" means highly confidential information of a Member that: (a) relates to any non-public financial information disclosed by the Member to BITAG and its staff and advisors as part of the membership application process; (b) identifies how any individual TWG Representative voted with respect to a majority opinion in a Report; or (c) is marked by the Member as "Highly Confidential Information" when disclosing such information to BITAG. BITAG will not use or disclose such Highly Confidential Information to any person except that BITAG may disclose such information to its legal counsel and advisors or to the Board if BITAG legal counsel deems such disclosure necessary to enable BITAG, BITAG staff and the Board to comply with its obligations under the Bylaws, the TWG Governance Manual, these Policies or the Certificate of Incorporation.

  • 4.4Treatment of Review Requests. BITAG will announce on its website that it has commenced review of a technical issue during the TWG Committee registration period referenced in the TWG Governance Manual and will publish a redacted version of the related Review Request on its website. The published, redacted version of the Review Request will have any and all personally identifiable information of any real person removed plus any additional information redacted in accordance with this Section 4.4. Upon submission of a Review Request, the Submitting Party may request that portions of the Review Request be redacted and treated as BITAG Information. If the BITAG Executive Director reasonably believes that any such information should not be redacted from the Review Request, he or she shall work with the Submitting Party to address any confidentiality concerns.

  • 4.5Remedies for Breach. If the BITAG Executive Director or the TWG Committee Chair believes in good faith that a Participant has breached this Section 4, they can immediately remove the Participant from the TWG Committee and/or the TWG and request that the Member appoint a replacement Participant. In addition, if a Required Interest of the Board determines that a Member or its affiliated Participant has neglected or willfully refused to comply with this Section 4 or had materially obstructed the activities of the TWG by its violation of this Section 4, such Required Interest of the Board may terminate the Member's membership in accordance with the Bylaws. In addition, BITAG, Participants and Members acknowledge and agree that BITAG and/or the Disclosing Party will suffer immediate and irreparable harm if Section 4 is breached that money damages cannot adequately remedy. Therefore, upon any actual or impending violation of these confidential obligations, BITAG or the Disclosing Party has the right to seek a restraining order, preliminary and/or permanent injunction, without bond, restraining or enjoining such violation, in addition to any and all other remedies available to such party at law or in equity. BITAG will not be liable for the actions of Participants or Members unless it is found that the breach of this Section 4 was directly caused by the negligent acts or omissions of BITAG, its officers, employees, agents or contractors.

  • 4.6Survival The foregoing obligations shall survive the termination, suspension or resignation of Membership of each Member and termination of a Participant's participation on the TWG or TWG Committee.

• 5Notice. The following notice will be included in all Final Reports.

  "Copyright © Broadband Internet Technical Advisory Group, Inc. [copyright year]. All rights reserved.
  
  This document may be reproduced and distributed to others so long as such reproduction or distribution complies with Broadband Internet Technical Advisory Group, Inc.'s Intellectual Property Rights Policy, available at www.bitag.org, and any such reproduction contains the above copyright notice and the other notices contained in this section. This document may not be modified in any way without the express written consent of the Broadband Internet Technical Advisory Group, Inc.
  
  This document and the information contained herein is provided on an "AS IS" basis and BITAG AND THE CONTRIBUTORS TO THIS REPORT MAKE NO (AND HEREBY EXPRESSLY DISCLAIM ANY) WARRANTIES (EXPRESS, IMPLIED OR OTHERWISE), INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE, RELATED TO THIS REPORT, AND THE ENTIRE RISK OF RELYING UPON THIS REPORT OR IMPLEMENTING OR USING THE TECHNOLOGY DESCRIBED IN THIS REPORT IS ASSUMED BY THE USER OR IMPLEMENTER.
  
  The information contained in this Report was made available from contributions from various sources, including members of Broadband Internet Technical Advisory Group, Inc.'s Technical Working Group and others. Broadband Internet Technical Advisory Group, Inc. takes no position regarding the validity or scope of any intellectual property rights or other rights that might be claimed to pertain to the implementation or use of the technology described in this Report or the extent to which any license under such rights might or might not be available; nor does it represent that it has made any independent effort to identify any such rights."

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