Membership Rules of Afinis Interoperability Standards
Effective Jan. 1, 2019

1 Statement of Purpose.

The purposes of Afinis Interoperability Standards (“Afinis”), an emancipated group of NACHA, are to: (a) promote a standardized electronic infrastructure and interoperable interface for the transmission of financial and other data among members of the financial services industry and companies that do business with or through the financial services industry; (b) conduct research, including cooperative research with government agencies, to identify, select, and augment standards for technology for such standardized electronic infrastructure and interoperable interface; and (c) promote among such members the acceptance of such standardized electronic infrastructure and interoperable interface.
 

2 Administration.
 

2.1 The Afinis Interoperability Standards Governing Board.
The Afinis Interoperability Standards Governing Board, the executive body elected by Afinis Interoperability Standards Members, has broad discretion as to carry out projects directly itself according to rules or procedures that it will adopt, or to ask that Afinis  Interoperability Standards Members interested in a particular project form a Working Group directed at that project. Similarly, Members may propose the formation of a Working Group to the Afinis Interoperability Standards Governing Board. No Working Group may form without the approval of the Afinis Interoperability Standards Governing Board. The Afinis Interoperability Standards Governing Board may, at its discretion, carry out its work with the assistance of employees, consultants, or contractors retained by Afinis Interoperability Standards and reporting to the Afinis Interoperability Standards Governing Board.
 

2.2 Working Groups.
Each Working Group that is formed will have a Working Group Chair who will be primarily responsible for the administration and organization of the respective Working Group. The Working Group Chair may be a person or a business entity able to provide a person of appropriate qualification. The Working Group will be subject to the oversight and control of the Afinis Interoperability Standards Governing Board and Working Group Chair. The Working Group Chair may recommend that the Afinis Interoperability Standards Governing Board and NACHA retain and oversee such additional employees, consultants, or contractors to carry out the work of the Group as may be reasonable under the circumstances. Any persons or entities retained by Afinis Interoperability Standards to assist the Working Group Chair will be subject to the joint oversight and control of the Afinis Interoperability Standards Governing Board and Working Group Chair.
 

2.3 Administrative Activities of the Working Group Chair and the Working Group.
In addition to such duties and responsibilities as are given the Working Group Chair by the Afinis Interoperability Standards Governing Board or by other Working Group Members, the duties of the Working Group Chair will include maintaining the books and records of that Working Group including, without limitation: (i) all records relating to the work product of the Group (including, among other things, preliminary, draft, test, or experimental versions of Group deliverables); (ii) all other such books and records as the Working Group Chair may reasonably determine are necessary or as the Afinis Interoperability Standards Governing Board may direct the Working Group Chair to maintain. Except for those portions of the books and records sealed by vote of Afinis Interoperability Standards’ Governing Board, all of the Working Group’s books and records will be available for inspection by any Working Group Member or Afinis Interoperability Standards Governing Board member in good standing at the offices of the Working Group Chair or Afinis Interoperability Standards during ordinary business hours upon ten (10) days prior written notice.
 

2.4 Joining a Working Group.
To become a Working Group Member a person or entity must, at a minimum: (1) be a member in good standing of Afinis Interoperability Standards; (2) agree to operate as part of the Working Group under the Membership Rules then in force; and (3) meet any other requirements for membership imposed by the Afinis Interoperability Standards Governing Board including, without limitation, additional fees or payments imposed by the Afinis Interoperability Standards Governing Board to ensure that all Working Group Members fairly bear the burdens of the Working Group participation, and that prior financial or in-kind contributions of earlier Members are appropriately recognized.
 

2.5 Advisory Participants.
From time to time, in order to facilitate assistance from or relationship with organizations that will facilitate the work and goals of Afinis Interoperability Standards, individuals or entities that are not Afinis Interoperability Standards Members may be invited to participate in a Working Group on terms that may vary from the Membership Rules and such persons or entities will be known as “Advisory Participants.” An Advisory Participant will only be admitted to a Working Group if the terms of its membership and participation are approved by a majority vote of the Afinis Interoperability Standards Governing Board.
 

3 Membership Removal/Termination.

3.1 Resignations.
Any Member may resign at any time upon thirty (30) days' written notice delivered to the Executive Director at Afinis Interoperability Standards’ principal office. Such resignation shall be effective at the end of the thirty (30) day notice period, but shall not relieve the Member from dues for the current membership period. Members will remain responsible for all obligations incurred or accrued by them in connection with the role and position up to the end of the thirty (30) day notice period.
 

3.2 Removals.
A Member may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him. A Member may be removed for cause if such Member (i) materially violates these Membership Rules, or documented procedures or resolutions adopted by the Afinis Interoperability Standards Governing Board from time to time; fails materially to observe Afinis Interoperability Standards’ rules, Afinis Interoperability Standards’ Code of Conduct, or materially breaches any agreement with Afinis, and (ii) such violation, failure or breach remains uncured thirty (30) days after the Member receives notice thereof, and (iii) the Afinis Interoperability Standards Governing Board does not act to retain such Member despite such violation, failure or breach. A Member who is removed shall forfeit any dues or special assessments paid during membership, and may not apply for re- election to membership until all arrears in such dues or assessments, or other monetary obligations to Afinis Interoperability Standards, are paid in full. Sections 6, 7, 8, and 10 of these Rules will survive the withdrawal or expulsion of a Member and remain in full force and effect. In addition, Section 5 will survive the withdrawal or expulsion of a Member, but it will survive only with regard to rights, licenses, or contributions that vested or were made by a Member during their term of membership prior to their withdrawal or expulsion.
 

4 Funding.

4.1 Membership Fees.
Members shall pay annual dues or fees to cover a one-year term from the date of admission to membership. A Schedule of  Membership Fees shall be published that defines one or more sub-classes of Voting Members and one or more sub-classes of Non-Voting Members. The Schedule of Membership Fees is determined by NACHA in consultation with the Afinis Interoperability Standards Governing Board. NACHA may also take whatever action it deems necessary with respect to any Member that is delinquent in paying the required dues for a period of ninety days, including revocation of privileges of or termination of membership. The Afinis Interoperability Standards Governing Board may require Members participating in Afinis Interoperability Standards to contribute additional funds by a majority vote of the Afinis Interoperability Standards Governing Board at any ordinarily scheduled meeting, provided, however, that any requirement to pay additional funds will be effective no sooner than sixty (60) days after such vote, and such vote will be without prejudice to Member’s right of withdrawal pursuant to Section 3 above.
 

4.2 In-Kind Contributions.
The Afinis Interoperability Standards Governing Board may establish a procedure for the acceptance of in-kind resource contributions as credit against any additional required payments by Members provided, however, that the system established for receiving in-kind contributions and awarding credits therefore provides all Members the opportunity to make in-kind contributions and is based upon consistent and consistently applied rates for crediting in-kind contributions based upon the nature of the contribution (e.g., person/hours, software, data) and not on the identity of the Member.
 

4.3 Voting Member Rights and Responsibilities.
A Voting Member is entitled to one Vote at any and all meetings of the membership. They can be represented by one or more participants to any Working Group, and are entitled to one vote for any item balloted upon by a Working Group. A Voting Member can offer one candidate to the membership for election to the Afinis Interoperability Standards Governing Board. They can, at the invitation of the Architecture Working Group or the Afinis Interoperability Standards Governing Board, provide a representative to the Architecture Working Group. A Voting Member must agree to be bound by the Charter and Membership Rules.
 

4.4 Non-Voting Member Rights and Responsibilities.
A non-voting member may participate in any meeting of the members, including general meetings and working groups but may not vote on any balloted items. Participation in Working Groups may be limited as to number of representatives or number of Working Groups as determined by the Afinis Interoperability Standards Governing Board. A non-voting member must agree to be bound by the Charter and Membership Rules. Non-Voting members may not be elected to the Afinis Interoperability Standards Governing Board.

4.5 Converting Membership.
A voting member may convert their membership to a Non-Voting member only at the time of their membership renewal. A Non-Voting member may convert to a Voting Member at any time by paying the associated dues and fees as described in the Schedule of Membership Fees in effect at the time and by accepting the membership rules and Charter in effect at the time. The date of such a conversion shall be used as the anniversary date for subsequent renewals and membership fee due dates.
 

5 Intellectual Property Rights.

(a) To the extent Afinis Interoperability Standards develops (i) a specification, platform, or a document specifying certain software protocols, methods, procedures and functions for use in interactive financial exchange across software platforms and environments (the "Specification" or “Standard”), and/or (ii) a specification, platform or document specifying the procedure and mechanisms necessary to maintain, modify, and improve the Specification or Standard over time (the "Change Procedures for Afinis Specification or Standard"), each Member and Member's Affiliate shall be granted a non-exclusive, royalty free, perpetual, irrevocable, worldwide license to sublicense, make, have made, use, sell, reproduce, distribute, disclose, display, perform, transmit, improve and create derivative works based upon the Specification or Standard and reference implementations included within the Specification. This license is provided with the understanding and agreement that if a ember modifies or otherwise creates derivative works based upon the Specification or Standard, then the Member shall not hold such modified version or derivative work out to the public as being endorsed, sponsored or affiliated with Afinis Interoperability Standards or NACHA, although Members may represent that a derivative work is based upon the Specification or is an extension or based upon the Specification or Standard to the extent such representation can be accurately made without any suggestion of sponsorship, affiliation or endorsement by Afinis Interoperability Standards or NACHA. Use of the Afinis name in connection with any such derivative work shall only be permitted pursuant to the Use of Name policy prepared and adopted by the Afinis Interoperability Standards Governing Board from time to time.
 

(b) All patents, copyrights or other intellectual property owned or created by any Member outside of Afinis Interoperability Standards or Afinis Interoperability Standards’ activities, whether during such Member’s tenure as a Member or otherwise, shall remain the property of that Member, and such Member’s ownership of such property and rights therein shall not be affected in any way by the Member’s participation in Afinis Interoperability Standards. Member shall disclose to Afinis in a timely manner such patents, copyrights or other intellectual property that involve essential claims, such that they would necessarily be infringed on by an implementation of a particular Afinis Specification or Standard. Furthermore, Member shall, as circumstances warrant, grant to NACHA and Afinis a license to use such intellectual property as set forth in paragraph (f) below.
 

(c) Unless otherwise agreed to in writing, all intellectual property developed by Members and non-Members through their work in Afinis Interoperability Standards shall belong to NACHA on behalf of Afinis. Afinis Interoperability Standards may, through its activities, generate protectable intellectual property with rights licensable to others. Such property, including copyrighted material and patents, shall be licensed to Members on a royalty-free basis and/or non-Members on reasonable, non-discriminatory terms as may be approved from time to time by the Afinis Interoperability Standards Governing Board as authorized by NACHA.
 

(d) Any Member whose membership has terminated or expired shall forfeit thereby all interests in any and all funds, property, rights and interests of Afinis and NACHA, other than any license(s) under intellectual property incorporated within all versions of the Specification or Standard published during the term of membership.
 

(e) Afinis Interoperability Standards hereby adopts, and Member hereby agrees to observe and follow, the American National Standards Institute's ("ANSI") Procedures for the Development and Coordination of American National Standards Sections 1.2.11-1.2.11.4 (the "ANSI Patent Procedures") attached as Exhibit A hereto and incorporated by this reference as though fully set forth herein, or any successor or replacement procedures, or other procedures adopted by the Afinis Interoperability Standards Governing Board, and any other related ANSI guidelines deemed to be applicable. Within Exhibit A, all references to “American National Standard” should be accepted to read “Specification or Standard”, and all references to “ANSI” or the “American National Standards Institute” should be accepted to read Afinis. In the event it becomes necessary to interpret the ANSI Patent Procedures, Afinis Interoperability Standards will review and consider, among other things, ANSI's guidelines and explanatory materials, including without limitation, ANSI's Guidelines for Implementation of the ANSI Patent Policy for guidance in the interpretation and construction of the ANSI Patent Procedures in their application to Member and Afinis pursuant to this Agreement.
 

(f) Member covenants not to assert copyrights against Afinis Interoperability Standards, NACHA, other Members or third parties based upon the making, use, sale, reproduction, distribution, disclosure, display, and transmission, of the Specification or Standard or the Change Procedures for Specification or Standard, portions of the Specification or Standard or Change Procedures for Specification or Standard. Member hereby grants to Afinis and NACHA, and to the extent such rights cannot be granted at this time, will grant to Afinis and NACHA, a perpetual, irrevocable, royalty free, worldwide, non-exclusive license under its copyrights, with the right to sublicense, to make, have made, use, distribute or sell, reproduce, display, disclose, perform, transmit, improve and create derivative works based upon the Specification or Standard and the Change Procedures for Specification or Standard. All rights not expressly granted to Afinis and/or NACHA herein are reserved to Member.
 

(g) Afinis Interoperability Standards may publish documents to promote its objectives and purposes. Employees of Members may be cited as coauthors when appropriate and by permission of the Member and Afinis Interoperability Standards. In no event, however, will the name of any Member or any of its trademarks and trade names, or service marks or service names, be used in any publication by Afinis Interoperability Standards or NACHA, or in any publication by another Member that concerns Afinis Interoperability Standards or its activities, without the prior written consent of such Member; this obligation will survive resignation or removal of any Member or dissolution of Afinis Interoperability Standards.
 

(h) By becoming a Member of Afinis Interoperability Standards and unless otherwise stated in these Membership Rules, Member acknowledges and agrees that NACHA on behalf of Afinis is the sole owner of all right, title, and interest in all rights to any intellectual property developed and published by Afinis, including any work created, prepared, or developed by Member or its representatives that is contained or incorporated in the published work of Afinis, and Member expressly assigns exclusively to NACHA all right, title, and interest, including but not limited to copyrights, patents, trademarks and all rights subsumed thereunder, in and to materials that may be created, prepared, or developed by Member or its representatives for Afinis Interoperability Standards.
 

6 Public Announcements.

Neither Afinis Interoperability Standards nor any Member will use, or permit to be used, the name of Afinis, Member as such, or the other party or of other Working Group Members in any public announcement, press release, advertisement or publication without first obtaining the consent of the other entity or person whose name they seek to use. Notwithstanding the above, Afinis Interoperability Standards may use Member’s name to indicate that Member is a Member or to describe in general terms the nature of Afinis Interoperability Standards and/or the nature and character of the activities of Afinis Interoperability Standards, the Afinis Interoperability Standards Governing Board, or any Working Group. Similarly, Member may refer to Afinis Interoperability Standards to the extent necessary to disclose to others its involvement in Afinis Interoperability Standards and to accurately discuss the nature of its involvement.

 

7 Confidentiality.

Unless Afinis Interoperability Standards has entered into an express written agreement to the contrary with the approval of Member, information and materials provided by Member to Afinis Interoperability Standards or other Members of Afinis Interoperability Standards as such will be deemed to be non-confidential and may be used for any purpose or disclosed to third parties. Member will abide by all confidentiality rules, policies, procedures and agreements adopted or entered into by Afinis Interoperability Standards in writing and with Member’s prior written consent.

8 Code of Conduct.

Member understands that both as an individual and as an organization, all must subscribe to a Code of Conduct, knowing that Afinis Interoperability Standards reserves the right to disassociate itself from any organization or person that in its opinion, fails to abide by the following:

  • Adhere to the spirit as well as the letter of all applicable regulations and laws
  • Avoid even the appearance of professional misconduct or criminal offense
  • Conduct all activities and business in a manner that does not adversely impact Afinis or its standards or initiatives
  • Remain current on financial obligations to Afinis Interoperability Standards
  • Work together to promote the purposes of Afinis Interoperability Standards in a professional and businesslike manner
     

9 Warranties, Indemnity and Limited Liability.

9.1 General Warranties and Representations.
Each Member represents and warrants that: (i) it has the authority and right to become a Member of Afinis Interoperability Standards, the Afinis Interoperability Standards Governing Board or those Working Groups that a Member chooses to join, to enter into this Agreement, and to perform all of its obligations under these Rules; (ii) Member’s participation in and contributions to Afinis Interoperability Standards will not breach any contractual obligations, breach any duties to other Members or third parties; (iii) Member is not aware of any written claims, whether alleged or pending, of any third party asserting that Member’s participation and contributions to Afinis Interoperability Standards will infringe the proprietary rights of any third party; and (iv) Member is a qualified to carry out all tasks that it agrees to perform as a Member of Afinis Interoperability Standards. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 8.1, ALL MATERIALS, INFORMATION, DATA, OR TECHNOLOGY PROVIDED BY ANY PARTY HERETO IS PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE.

9.2 Warranties and Representations of Voting Members.
If Member is a Voting Member, then Member additionally represents and warrants that it is not an Affiliate of any other Voting Member. If Member is a Voting Member and becomes an Affiliate of another Voting Member, then Member will provide prompt written notice to Afinis Interoperability Standards of its Affiliate relationship with the other Voting Member and will not exercise any voting powers within Afinis Interoperability Standards in any capacity until Member and its Affiliate have provided a written agreement to Afinis Interoperability Standards signed by Member and its Affiliate indicating that Member or its Affiliate will resign as Voting Member. An "Affiliate" will mean any company that, directly or indirectly, Owns, is Owned by, or is under common Ownership with, a Member. “Ownership," "Owned" or "Own" will mean ownership of, or owning at least twenty percent (20%) of the outstanding shares of an entity.
 

9.3 Indemnity.
Unless a Member claiming the benefits of this Section 8.3 has agreed in writing to the contrary, each Member (the "Indemnifying Member") will defend, indemnify, and hold Afinis Interoperability Standards and all other Members harmless from all claims, causes, or allegations (whether threatened or pending), costs, charges, and fees (including reasonable attorneys’ fees), losses, damages, or liabilities finally awarded by a court or settlement agreed to by the Indemnifying Member, arising from or relating to: (i) the breach by the Indemnifying Member of the express warranties or representations provided by the Indemnifying Member in this Agreement; or, (ii) the Indemnifying Member’s use outside of Afinis Interoperability Standards of any materials, information, proprietary rights, or technology developed in connection with or provided to the Indemnifying Member through their participation in Afinis Interoperability Standards. An Indemnifying Member will have no liability under this section unless the Indemnifying Member is given the right to conduct and control the defense or settlement of such claim, action, or proceeding.

9.4 Limitations on Liability.
Neither Afinis Interoperability Standards nor any Member will be liable to each other or any other Member for indirect, incidental, or consequential damages (including, without limitation, lost profits, lost revenues, loss of data, or loss of anticipated savings), even if such party is or has been informed of the possibility of such damage, loss or injury.

10 Anti-Trust Guidelines.

Member will strictly follow the Afinis Interoperability Standards Anti-trust Policy attached as Exhibit C to these Rules, as amended from time to time by Afinis Interoperability Standards. Member and Afinis Interoperability Standards will cooperate in the preparation and filing of all notices, registrations and other governmental filings deemed by Afinis Interoperability Standards to be appropriate under the circumstances, and will cooperate with any request for review or any investigation initiated by any governmental agency or body.

11 General Provisions.

11.1 Modification; Compliance with Laws.
These Rules may be modified by the Afinis Interoperability Standards Governing Board in consultation with NACHA, provided, however, that: (i) no modification will have any retroactive effect; (ii) any modification will not be effective until at least sixty (60) days after notice of such modification has been sent to Members; and (iii) any modification will be without prejudice to any Member’s ability to withdraw pursuant to section 3 above. While acting as a Member of Afinis Interoperability Standards, Member agrees to comply with all applicable statutes, laws, and regulations, including those relating to export control.
 

11.2 Non-Assignment.
The rights, privileges, duties and obligations of Membership in Afinis Interoperability Standards may not be assigned without the prior written permission of Afinis Interoperability Standards. Notwithstanding the above, Afinis Interoperability Standards or Member may assign its Membership without consent in connection with the merger, acquisition or re-organization of Member, or in connection with the sale of all or substantially all of the party’s assets to a single purchaser.
 

11.3 Choice of Law and Venue.
This construction and application of these Rules will be governed by the laws of the State of Delaware, without regard to its conflicts of laws principles. All litigation arising from or relating to these Rules will be filed in a court of competent jurisdiction in Wilmington, Delaware. The parties consent to the jurisdiction of such courts over them, stipulate to the convenience and fairness of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts based upon the alleged inconvenience or unfairness of proceeding in such courts. Should Member file an action in a court outside of Wilmington, Delaware in breach of this Section 10.3, Member will pay all parties named in the action all costs and fees (including reasonable attorneys' fees) incurred in connection with the action prior to the transfer and re-filing of action in Wilmington, Delaware.
 

11.4 Independent Contractors.
Afinis Interoperability Standards and each Member are and will remain independent contractors with respect to all activities carried out pursuant to these Rules. No party will be authorized to, nor will it hold itself out as have the ability to, enter into commitments or obligations on behalf of another party. No employee of a party will be considered an employee or agent of any other party for any purpose.
 

11.5 Notices.
Notices required or permitted by these Rules will be delivered by reputable, private overnight courier with established tracking capability (such as FedEx, Airborne, UPS, US Postal Service) to the party to be notified at the address set forth in the letter accompanying these Rules (or such other address as such party may indicate in writing from time to time) and will be deemed to be delivered two business days after such notice is provided to the courier appropriately addressed, postage prepaid, and marked for next business day delivery.

 


EXHIBIT A

AMERICAN NATIONAL STANDARDS INSTITUTE (ANSI)
PROCEDURES FOR THE DEVELOPMENT AND
COORDINATION OF AMERICAN NATIONAL STANDARDS

 

1.2.11. ANSI Patent Policy - Inclusion of Patents in American National Standards
There is no objection in principle to drafting a proposed American National Standard in terms that include the use of a patented item, if it is considered that technical reasons justify this approach. If the Institute receives a notice that a proposed American National Standard may require the use of a patented invention, the procedures in 1.2.11.1 through 1.2.11.4 shall be followed.

1.2.11.1. Statement from Patent Holder
Prior to approval of such a proposed American National Standard, the Institute shall receive from the identified party or patent holder (in a form approved by the Institute) either: assurance in the form of a general disclaimer to the effect that such party does not hold and does not anticipate holding any invention whose use would be required for compliance with the proposed American National Standard or assurance that:

  1.  a license will be made available without compensation to the applicants desiring to utilize the license for the purpose of implementing the standard; or
  2.  a license will be made available to applicants under reasonable terms and conditions that are demonstrably free of any unfair discrimination.

1.2.11.2. Record of Statement
A record of the patent holder's statement shall be placed and retained in the files of the Institute.

1.2.11.3. Notice
When the Institute receives from a patent holder the assurance set forth in 1.2.11.1 (1)) or (2), the standard shall include a note as follows:

NOTE - The user's attention is called to the possibility that compliance with this standard may require use of an invention covered by patent rights.

By publication of this standard, no position is taken with respect to the validity of this claim or of any patent rights in connection therewith. The patent holder has, however, filed a statement of willingness to grant a license under these rights on reasonable and nondiscriminatory terms and conditions to applicants desiring to obtain such a license. Details may be obtained from the standards developer(s).

1.2.11.4. Responsibility for Identifying Patents
The Institute shall not be responsible for identifying all patents for which a license may be required by an American National Standard or for conducting inquiries into the legal validity or scope of those patents that are brought to its attention.

 


EXHIBIT B

STATEMENT OF PATENT HOLDER CONCERNING THE USE OF PATENTED
DEVICE OR DESIGN IN CONJUNCTION WITH AN AMERICAN NATIONALSTANDARD

Note:
This form is to be used to record the statement of a patent holder whose patented device or design (pending or approved) may have to be used by a person or organization complying with an American National Standard. This statement is filed and retained pursuant to clause 1.2.11.2 of the American National Standards Institute Procedures for the Development and Coordination of American National Standards.

1. Name of Patent Holder:
Address:
Telephone:
FAX:
Contact:
(Name and Title)

2. Number and Description of Patent(s) (use extra sheet if necessary)
Patent Number(s):
(Attach copy of patent application)

Description:

List Claims Pertinent to Compliance with Standard:

Date of Expiration:

____Pending
____Approved
(check one)

If Pending, indicate date of application:

If Patent Holder is a transferee of original claimant, attach the transfer agreement.

3. Name of Proposed ANSI Standard:

4. List sections of standard to which patent claims relate:

5. Terms and Conditions of License

Are there any licensees?
If so, how many?

Please attach a copy of license agreement, if any.

6. Statement of Patent Holder
Please check one of the following statements:
(Please check one)
____ A license shall be made available without compensation to applicants desiring to utilize the license for the purpose of implementing the standard or,
____ A license shall be made available to applicants under reasonable terms and conditions that are demonstrably free of any unfair discrimination.
____ An assurance of non-assertion will be filed with the Patent Office by the effective date of ANSI approval of the listed standard.

Signed

(Name and Title)
Company:
Date:


EXHIBIT C

AFINIS INTEROPERABILITY STANDARDS
ANTITRUST POLICY

It is the unqualified policy of Afinis Interoperability Standards and all of its operating committees and working groups to conduct their operation in strict compliance with the antitrust laws of the United States. 

Afinis Interoperability Standards’ antitrust policy prohibits any discussions which constitute or imply an agreement or understanding concerning: (1) prices, discounts or terms or conditions of sale of products or services; (2) profits or profit margins or cost data; (3) market shares, sales territories or markets; (4) allocation of customers or territories; (5) selection, rejection or termination of customers or suppliers; (6) restricting the territory or markets in which a company may sell or resell products or services; (7) restricting the customers to whom a company may sell products or services; or (8) any matter which is inconsistent with the proposition that each member of Afinis Interoperability Standards must exercise its independent business judgment in pricing its services or products, dealing with its customers and suppliers and choosing the markets in which it will compete.

All Afinis Interoperability Standards Governing Board meetings will be conducted pursuant to agendas distributed in advance to attendees; discussions will be limited to agenda items; and minutes prepared or reviewed will be included in the corporate records. No member will during the course of the activities of Afinis Interoperability Standards reveal any information to any other member not reasonably necessary to achieving the purposes of Afinis Interoperability Standards.