## Royalty-Free Goals for UN/CEFACT Specifications

In order to promote the widest adoption of Specifications, UN/CEFACT
seeks to issue Specifications that can generally be implemented without
fees or restrictions. Subject to the conditions of this IPR Policy (the
"Policy"), UN/CEFACT will generally not approve a Specification if it is
aware that Essential Intellectual Property Rights (IPR) exist that are
not available without fees or restrictions.

## Definitions

A **"Participant"** is an individual, association, organization,
corporation, other entity or Affiliate of such an entity, or an agency
of government, that has formally joined a UN/CEFACT Forum Group.
"Participant" is the legal entity on whose behalf an Authorized
Individual acts.

**"Affiliate"** is any entity other than a government, which directly or
indirectly controls, is controlled by, or is under common control with,
another entity, so long as such control exists. In the event that such
control ceases to exist, such Affiliate will be deemed to have withdrawn
from UN/CEFACT, and the withdrawal implications set forth in Section
3(b)(ii) of this Policy will apply. For purposes of this definition,
with respect to a business entity, control means direct or indirect
beneficial ownership of or the right to exercise (i) greater than fifty
percent (50%) of the voting stock or equity in an entity; or (ii)
greater than fifty percent (50%) of the ownership interest representing
the right to make the decisions for the subject entity in the event that
there is no voting stock or equity

An **"Authorized Individual"** is an individual designated by a
Participant to represent and bind that Participant with respect to the
obligations set forth by UN/CEFACT\'s policies, such as this Policy, the
Open Development Process and R650.

**"Contributing Non-Participant"** is an "invited expert" to UN/CEFACT
who might be called in for their particular expertise. These
Contributing Non-Participants must agree to the terms of this Policy and
the rules of UN/CEFACT in general. Specifically, the disclosure and
waiver obligations set forth in this policy apply equally to
Contributing Non-Participants as well as Participants. A government
agency may only be bound by the terms of this Policy as a Participant
through an Authorized Individual, designated in writing. A government
agency or representative can never be deemed a contributing
non-participant under the terms of this Policy.

**"IPR"** or **"Intellectual Property Rights"** includes patents,
copyrights, , utility models, invention registrations, database rights,
moral rights, and data rights.

**\"Essential IPR\"** means any and all IPR in any jurisdiction in the
world that would necessarily be infringed by implementation of a
Specification because there are no commercially acceptable,
non-infringing alternatives for implementing the Specification. The
availability of a commercially acceptable non-infringing alternative
shall be judged according to the state of the art when a Development
Milestone (set forth in Section 4(d)) relating to the IPR occurs.
Essential IPR shall not include rights in any enabling technologies that
may be necessary to implement or use a Specification, such as technology
related to the underlying hardware, operating system, middleware, or
business processes.

**"Specification"** as used in this Policy encompasses all Technical
Specifications, Working Draft Technical Specifications, Final Technical
Specifications, Recommendations, final UN/CEFACT Recommendations, as
those terms are used in R650 and the ODP
(http://www.disa.org/cefact-groups/atg/docs/developmntprocess.cfm), and
any other formal documents and drafts that are materially involved in
the Specification development process.

**"Open Development Process" or "ODP"** is the process by which
UN/CEFACT Technical Specifications and Recommendations are developed,
approved, published and maintained.

**"Contribution"** is any material submitted to a UN/CEFACT Forum Group
by a Participant or Authorized Individual. This material must be
submitted in writing or by electronic means, whether through an
in-person meeting or through any electronic conference or mailing list
maintained by UN/CEFACT and which is or was proposed for inclusion in a
UN/CEFACT Recommendation as defined in this Policy. This definition
includes general feedback from Participants and Authorized Individuals.

**"Forum Group"** is the group of Participants that has been approved by
the UN/CEFACT Plenary to undertake a long-term work program.

**"Forum Management Group"** is the body responsible for management of
the Forum Groups and harmonization of work programs, among other things.

**3. Participant Waiver Obligations**

The following obligations apply to all Participants and Contributing
Non-Participants.

a)  **Waiver Obligation**

Subject to Section 3(b), as a condition of participating in UN/CEFACT,
each Participant agrees to waive its rights to enforce its Essential IPR
against any party implementing a Specification from any Forum Group of
which Participant was a member or made a Contribution. The Participant's
waiver of its rights to enforce Essential IPR against any party
implementing the Specification extends only to the actual implementation
of the Specification; Participant does not waive its rights to enforce
its Essential IPR as to any applications or uses of its Essential IPR
other than the actual implementation of a Specification.

If a Specification requires an implementation in its entirety, then the
waiver extends only to such implementations, but if the Specification
allows implementations in part, then the waiver extends to such
portions.

b)  **Waiver Exception**

The Waiver Obligation of this Policy does not apply to either:

i.  Participant's Essential IPR that is properly and timely disclosed in
    accordance with the requirements of this Policy and the Open
    Development Process, provided that the Participant disclosing such
    Essential IPR expressly and timely elects not to waive its rights,
    again in accordance with the requirements of this Policy and the
    Open Development Process; or

ii. any new material added to a Specification after a Participant
    formally withdraws from that Specification's Forum Group in a
    writing to the Chair. The Waiver Obligation will continue to apply
    to any Contributions made to the Specification by the Participant
    after withdrawal.

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c)  **Waiver Term**

With respect to patents or any other IPR with a limited term, the term
of such waiver shall be for the life of the patent or other IPR in
question. With respect to any other IPR, the waiver shall be perpetual.
Notwithstanding any other terms of this Policy, the waiver obligation
applicable to a particular Specification does not apply to any
Participant with respect to any party that is asserting a claim that an
implementation of that Specification infringes that party's IPR.

## Disclosure

### Disclosure Obligations

Disclosure is required only where the Participant elects not to waive
its right to enforce its Essential IPR under the Waiver Obligations of
this Policy and instead elects to follow the Exception Handling
procedures of this Policy. In order not to waive the Participant's
rights to enforce its Essential IPR, the Authorized Individual must
disclose the Essential IPR on or prior to the first Development
Milestone **before** which the Authorized Individual first has actual
knowledge of the Essential IPR. This disclosure obligation applies to
Participants only with respect to Forum Groups in which the Participant
is a member or to which the Participant provides a Contribution.

An Authorized Individual's failure to disclose in accordance with
Section 4 of this Policy automatically results in the Participant's
waiver of its right to enforce the applicable Essential IPR as set forth
in Section 3. The waiver extends to the enforcement of all future
Essential IPR that originates from its waived Essential IPR. For
example, should an Authorized Individual fail to disclose a known
Essential pending patent claim prior to a first Development Milestone,
the Authorized Individual may not then disclose a patent claim that
originated from the undisclosed pending claim prior to a future
Development Milestone.

There is no requirement that the Authorized Individual perform a patent
search or any analysis of the relationship between the patents that the
Participant holds and the Specification in question. However,
notwithstanding any other terms of this Policy, the right to enforce any
Essential IPR that has not been disclosed prior to five days after the
final technical specification release Development Milestone (Section
4(d)(vi)) will be waived by the Participant pursuant to Section 3 of
this Policy, whether or not the Authorized Individual has actual
knowledge of that Essential IPR.

### Once the Authorized Individual discloses specific Essential IPR with respect to a Specification following the rules laid out in this Policy, the Participant is relieved from its obligation to continue to disclose that Essential IPR at additional Development Milestones unless the nature of the Essential IPR has changed (e.g., a claim is approved or a patent application has issued). 

### Disclosure Statement Contents

Disclosure statements must be sent to the Chair of the Forum Group in
question and the Forum Management Group and include in writing:

i.  an identification of the portion of the Specification that the
    Participant believes infringes the Participant's Essential IPR;

ii. a specific identification of the Participant's Essential IPR as
    specified in Section 4(c);

iii. a signed statement from the Authorized Individual, binding on the
     Participant, indicating that the Participant does not agree to
     waive its rights to enforce the disclosed Essential IPR, and elects
     to implicate the Exception Handling procedures of this Policy.

### Specific Identification of Essential IPR

###  i) For copyrights, the specific identification includes a disclosure of any formal registration numbers or information; or in the case of an unregistered copyright, a copy of the copyrighted material and an explanation of Participant's entitlement to legal rights in the material.

###  ii) For trademarks, such specific identification includes a disclosure of any formal registration numbers or information; or in the case of an unregistered trademark, a description of the mark and an explanation of Participant's entitlement to legal rights in the mark.

###  iii) For issued patents, the specific identification includes the patent number and an identification of specific claims. Any patent claims not specifically identified, even if included in otherwise disclosed patents, are waived pursuant to the Waiver Obligations of this Policy.

###  iv) For laid-open or published patent applications, or for allowed claims in any patent application, the specific identification includes the disclosure and identification of specific claims. Any patent claims originating from published or allowed claims that are not specifically identified, even if included in otherwise disclosed patents, are waived pursuant to the Waiver Obligations of this Policy.

###  v) For any pending claims in an unpublished patent application, the specific identification includes only the disclosure of the existence of such claims. Any patent claims originating from pending claims not specifically identified, even if included in otherwise disclosed patents, are waived pursuant to the Waiver Obligations of this Policy.

### Timing of Disclosure: Development Milestones

### Authorized Individuals are obligated to disclose IPR in accordance with this Policy at the following times (Development Milestones):

### at the time of making a Contribution containing the Essential IPR;

### within 30 days after joining a newly established or operating working group; 

### 30 days after the publication of the first working draft (step 3 of the ODP);

### 30 days after the publication of each subsequent working draft (steps 4, 5, and 6 of the ODP);

### 30 days after the end of the public review period (step 5 of the ODP);

### 5 days after final technical specification release (step 7 of the ODP).

### Disclosures to Be Publicly Available 

Essential IPR disclosure information for each Specification will be made
public along with each public Working Draft issued by the Forum Group.
No later than 10 days following each Development Milestone, the Working
Draft will be updated to include a list of all specifically identified
Essential IPR disclosed, and all Exception Handling procedures
implicated, by any and all Participants pursuant to this Policy.

**5. Intellectual Property Ownership**

No right related to IPR of a Participant will be deemed waived except as
expressly set forth in this Policy. Further, each Participant in each
UN/CEFACT Group approved by the UN/CEFACT Plenary will retain ownership
of all rights in IPR that such entity owned prior to participation and
that may vest in the course of participation. Except as specifically set
forth in this Policy, Participants and contributing non-Participants do
not grant any waivers, or otherwise limit their rights in or to, their
Contributions, Essential IPR, or any other IPR.

## 6. Exception Handling 

### IPAG Formation

In the event that an Authorized Individual or Participant, following the
disclosure and waiver exception procedures outlined in this Policy,
informs UN/CEFACT that they will not waive their rights to enforce
particular Essential IPR, an Intellectual Property Advisory Group (IPAG)
will be launched by the Plenary Bureau, in coordination with the Forum
Management Group, to resolve the conflict. The IPAG is an ad-hoc group
constituted specifically in relation to the Forum Group with the IPR
conflict. An IPAG may also be formed without such a disclosure if the
Plenary Bureau and the Forum Management Group determine that an IPAG
could help avoid anticipated IPR problems. During the time that the IPAG
is operating, the Forum Group may continue its technical work within the
bounds of its charter.

### IPAG Composition

The IPAG is composed of:

-   two Vice-chairs of the Plenary;

-   Chair and Vice-chair of the Forum Management Group;

-   relevant Forum Group Chair(s); and

-   others suggested by the Forum Management Group or the Plenary
    Bureau.

Members of the IPAG should be authorized to represent their
organization\'s views on IPR licensing issues. Any member of the IPAG
may also be represented by legal counsel, though this is not required.

### IPAG Procedures

#### IPAG Formation Timing

Within 30 days after being launched by the Plenary, an IPAG will be
convened by the Forum Group Chair, in coordination with the Forum
Management Group and the Plenary Bureau and based on a charter developed
initially by this group and following the requirements listed in this
Policy.

#### IPAG Charter Requirements

The charter should include:

-   clear goals for the IPAG, especially a statement of the question(s)
    the IPAG is to answer;

-   duration;

-   confidentiality obligations; and

-   determination of the publication of the IPAG charter, IPAG
    deliberations, and IPAG conclusions.

The IPAG charter must specify deadlines for completion of individual
work items it takes on. The IPAG, once convened, may propose changes to
its charter as appropriate, to be accepted based on consensus of the
IPAG participants. The Plenary Bureau will choose a member of the IPAG
to serve as Chair.

### IPAG Conclusion

#### Possible IPAG Conclusions

After appropriate consultation, the IPAG may conclude:

a.  the initial concern has been resolved with no need to change the
    Specification;

b.  the Forum Group should be instructed to consider designing around
    the identified Essential IPR;

c.  the IPAG needs further information;

d.  the Forum Group should be terminated;

e.  the Specification, if issued, should be rescinded; or

f.  alternative solutions should be considered.

# 7. Warranties and Indemnities

a\) Every Participant warrants that to the best of its Authorized
Individual's knowledge, and without investigation, no third party
contends that the Participant's Contributions infringe that third
party's intellectual property.

> b\) THERE ARE NO OTHER WARRANTIES OR INDEMNITIES MADE BY THE
> PARTICIPANTS OR UN/CEFACT, AND UN/CEFACT AND PARTICIPANTS HEREBY
> DISCLAIM ANY IMPLIED OR EXPRESS WARRANTIES.

c\) UN/CEFACT does not take a position as to the validity or scope of
any Essential IPR or any other rights that might be claimed to relate to
the implementation of a Specification. UN/CEFACT makes no representation
that it has made any independent investigation or effort to identify or
evaluate any such rights.

**8. Confidentiality**

UN/CEFACT and the Participant have no duty of confidentiality with
respect to any information transferred between them*.* No Contribution
that is subject to any requirement of confidentiality or any restriction
on its dissemination will be considered in any part of the UN/CEFACT
Open Development Process, and there must be no assumption of any
confidentiality obligation with respect to any such Contribution. No
submission of any kind should be made on the basis of an assumed
confidentiality obligation or restriction on dissolution.