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MOBI Intellectual Property Rights Policy
Version 1.2
This Intellectual Property Rights (IPR) Policy governs the treatment of intellectual property in the production ofdeliverables by MOBI. This Policy applies to all MOBI members and members of the public participating in MOBI
(collectively “Members”).
1.

Copyright license to Contributions.
a. Contributors and Contributions. MOBI coordinates the development of various deliverables, such astechnical specifications, software code, white papers, marketing collateral, and other related material. Any
work of authorship intentionally provided to MOBI for potential inclusion in a draft or final MOBI deliverable isa “Contribution.” The entity or individual making the Contribution is the “Contributor.”b. Copyright license to Contributions. Each Contributor grants MOBI a worldwide, irrevocable, non-exclusive,royalty-free, fully sublicensable license to reproduce, distribute, display, perform, and create derivative worksof the Contributions.
c. MOBI copyrights. Subject to the Contributor’s continued copyright ownership in their Contributions, MOBI
will own the copyright in any collective works, compilations, joint works, or derivative works created inconnection with MOBI activities, and will own the copyright in any works created by MOBI employees oragents.
d. Attribution; moral rights. Each Contributor, and each individual, making a Contribution, waives any moral
rights (or similar rights related to attribution or control) to the maximum extent permitted by applicable law.
MOBI deliverables will be attributed to MOBI.

2.

Patent license obligations for Specifications.
a. Specifications. MOBI produces technical specifications that define requirements and related information anddata models necessary to facilitate interoperability between third-party products or services. Once approved
as final via a process defined by the MOBI Board of Directors (the “Board”), these are “Specifications.” Every
Member may license certain patent claims in connection with Specifications, as described in Section 2.
b. License obligation. Each Member participating in a MOBI activity agrees that if a patent claim that is owned,
controlled, or licensable by that Member becomes a Necessary Claim, then the Member may, at the Member’s
discretion, provide disclosure and notice to MOBI of its intention to opt-in a patent claim, pursuant to Sections
2(d) and 2(e), and grant a RAND-Z License to any other Member implementing the relevant Specification who
requests such a license, subject to the definitions and exceptions described below.
i. A “Necessary Claim” is any claim in a patent in any jurisdiction that would necessarily be infringed by acompliant implementation of the relevant Specification. A claim is necessarily infringed only when it is
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implementing the normative portions of the Specification. All other claims, even if contained in the same
patent as Necessary Claims, are not Necessary Claims unless they qualify individually as Necessary Claims.
Claims that would be infringed only by portions of an implementation that are not expressly specified in
the normative portions of the Specification are not Necessary Claims.
ii. A “RAND-Z License” is a worldwide, non-exclusive license, limited to Necessary Claims, to make, have
made, use, import, offer to sell, lease, sell, promote, and otherwise distribute the portions of theimplementer’s products and services that include compliant implementations of the Specification, grantedon royalty-free and otherwise reasonable and non-discriminatory terms.
c. Reciprocity; defensive suspension. No Member shall be obligated to license any party if that party does notagree to make patent licenses available for all MOBI Specifications in accordance with this Policy. Further,
except as otherwise expressly agreed between parties, a licensor may suspend any license granted to aparticular licensee pursuant to this Policy if that licensee initiates litigation against the licensor that alleges
infringement of a Necessary Claim in connection with any MOBI Specification. A party will not be deemed tohave initiated litigation if that party files a suit that is defensive based on a patent infringement claim or suit byanother party.
d. Opt-in. An individual Member, participating in a MOBI activity, that reasonably believes that he or she, or
the member on whose behalf such individual is acting, owns or controls patent rights, that predate the releaseof the MOBI Specification, that include Necessary Claims relating to such draft Specification, and intends to
opt-in, shall give notice to MOBI of its intention to opt-in a patent claim as soon as reasonably possible within
the review period. Patent claims are for Member’s patents at the time of the Specification draft. Patent claims
later arising from any pending continuations, divisionals, continuation-in-part, extensions, reissues,
reexamination, or reviews (including, for example, inter partes reviews, covered business method reviews, andpost-grant reviews) or similar proceedings of such patents, any patents claiming priority to or through such,
opt-in patent claims, Patents and/or substitution Patents, as well as any and all foreign counterparts of any of
the foregoing would also require notice to MOBI of the Member’s intent to opt-in. For the avoidance of doubt,
a Member grants no license to any patent rights it controls or owns, either outright or through an Affiliate,
other than by the opt-in process described below.
i. Notification. A Member may opt-in a claim by providing a written notification to the Board thatspecifically identifies a particular claim and describes the member’s reasonable basis for believing theclaim would be a Necessary Claim (including citations to the applicable portion of the relevant draft
specification), at any time prior to final approval of a Specification. The Member should make such opt-in
notification promptly upon becoming aware that the claim potentially may be a Necessary Claim anddeciding that the Member is willing to license it under reasonable terms to be agreed upon by theMember and the Board. Members acknowledge that opt-ins made late in the Specification development
process are highly disruptive to the process and potentially costly to MOBI and other Members;
accordingly, Members agree in the strictest of good faith to identify such claims as soon as reasonably
possible. Without the opt-in as set forth in this section, no ownership transfer results from the provision ofor participation in MOBI or this Agreement, including without limitation any interest in any methods,
materials, technologies, approaches, concepts, work product, and/or other know-how arising out of or
related to MOBI’s processes or activities.
ii. ‘RAND’ option. A Member may, at its discretion, communicate its willingness to license its opted-inclaim in accordance with Section 2(b) in all respects except for the royalty-free obligation—i.e., theMember can commit to license on reasonable and non-discriminatory but potentially royalty-bearing(“RAND”) terms. Further, such Member may optionally include a not-to-exceed license fee or ratecommitment, a sample license agreement, or one or more material licensing terms. If the identified claim
ultimately becomes a Necessary Claim, the member will be bound by the communicated terms.

© 2024 MOBI. All rights reserved.

MOBI IPR Policy V1.2

Page | 3iii. Review period. The Board will provide notice and a substantially complete draft version of eachSpecification to all Members for review no less than 60 days prior to formal approval of the Specification.
e. Disclosure. Disclosure under this Section is based on an individual participating Member’s own actual andpersonal knowledge, and no knowledge of a Member on whose behalf such Individual is acting regarding
patent information will be imputed to such Individual. No Individual will be under any affirmative duty toinvestigate the existence of patent claims or Necessary Claims of which he or she is not currently personallyaware. Any Member participating in the work of MOBI, in the Member’s discretion, may draw the attention of
MOBI to any known patent or to any known pending patent application, either their own or of otherorganizations, although MOBI is unable to verify the validity of any such information.
f. Contents of Disclosure. The following minimum information shall be provided in connection with any
disclosure of Necessary Claims identified by an Individual.
i. With respect to issued patents, disclosure must include the identity of the patent rights holder and/or
applicant and the patent number or application number of the patent rights.
ii. In the event a patent claim has been disclosed that may be essential, but is not available under the
licensing requirements, a MOBI committee will be launched to discuss.
iii. For the avoidance of doubt, MOBI is not in a position to give authoritative or comprehensive
information about evidence, validity, or scope of patents or similar rights, but it is desirable that the fullest
available information should be disclosed. Therefore, any member participating in the work of MOBI may,at the Member’s discretion, from the outset, draw the attention of MOBI to any known patent or to any
known pending patent application, either their own or of other organizations, although MOBI is unable toverify the validity of any such information. MOBI is under no affirmative duty to perform a patent searchor any analysis of the relationship between the patents that a member organization holds and thespecification in question.
g. Effect of withdrawal from MOBI. Even after the date a Member formally withdraws from MOBI (the“Withdrawal Date”), the former Member will be obligated to grant licenses as described in this Section 2 to (a)those claims that were opted-in by the Member and became Necessary Claims for existing Specifications
approved prior to the Withdrawal Date, (b) Necessary Claims that read on future versions of a Specification,
limited to those portions of the future version that are substantially the same as in the Specification as it wasapproved prior to the Withdrawal Date, and (c) Necessary Claims in any patent filed by the former Member
after the Withdrawal Date if such claims have a priority date that is during the period when the former
Member was a Member and were opted in, limited to those Specifications in final form before the Withdrawal
Date. Otherwise, no new obligations are attached post Withdrawal Date.
h. License obligations are binding on successors and assignees. For Members, the opt-in to license Necessary
Claims of a patent claim is an encumbrance that is binding upon any and all assignees and transferees of any
Necessary Claims. Members agree to (a) notify its assignee or transferee of such obligation; and (b) require its
assignee or transferee to agree to similarly provide such notice to its assignees or transferees of this obligation.
Further, a Member should take other reasonable actions, as and if appropriate for the Members’ legal
jurisdiction, to ensure that direct and subsequent assignees and transferees are bound by the license
obligations imposed by this Policy. The obligation to license will be binding on all successors-in-interest
irrespective of whether notice or other action has occurred, however.
3.

Software. If any software is to be developed by MOBI and the Member(s), MOBI and the member(s) shallcooperate to execute a separate agreement regarding the ownership of and any licenses of intellectual
property.

© 2024 MOBI. All rights reserved.

MOBI IPR Policy V1.2

4.

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Trademarks.
a. MOBI will be permitted to use the name and corporate logo (or similar mark) of MOBI members solely on
the MOBI website and solely in connection with communications about MOBI membership, subject to thelimitations in the MOBI Participation Agreement and section 4b below, or the reasonable use limitations
communicated by the member to MOBI. MOBI members may use the MOBI name and membership logo solely
to communicate their membership in MOBI, subject to a reasonable trademark use policy to be published by
the Board. The MOBI name and trademarks may not be used to communicate compliance or conformancewith any MOBI specifications or technology, and may not otherwise be used in connection with any MOBI
member product or service, except as permitted by an applicable written MOBI license agreement orBoard-approved policy. A party granting a trademark license under this Section 4 will be entitled to terminate
such license if it reasonably believes that the licensee is misusing the licensor’s markb. MOBI shall not, without the express written consent of Members in each instance: (i) use the name,trademarks, trade dress, or trade names of a member, or its Affiliates, in any advertising, publicity, promotions,or other materials; (ii) disclose the existence of or terms of this Agreement to any third party other than its
legal or financial advisors under a duty of confidentiality, except if such disclosure is in compliance with theconfidentiality obligations of this Agreement or as may be required in order to enforce this Agreement in acourt of competent jurisdiction; (iii) represent that any Product, Service, Software or Deliverable provided
hereunder has been used, approved or endorsed by the member or its Affiliates. Written consent for theforgoing uses may only be granted by a MOBI member’s designated representative and may be revoked by a
MOBI member in its sole discretion at any time. In the event consent is granted, MOBI shall follow all member
trademark and branding usage guidelines, as amended from time to time, and any other usage restrictions
imposed by the member. This section (b) does not apply to MOBI Affiliate members as defined in MOBI
Participation Agreement.
c. MOBI will own all rights, titles, and interests in any trademarks created expressly for the benefit of MOBI in
the course of MOBI activities regardless of the level of contributions of any individual members participating in
the development thereof. Each Member hereby assigns to MOBI all rights, titles, and interests in and to any
such Trademarks, including any copyright rights such Member may have in any graphical elements of suchtrademarks. Each Member will execute such documents and provide such other assistance to the extent
reasonably necessary to effect, perfect, or confirm MOBI’s ownership rights under this Section.

5.

Confidentiality. Except as otherwise approved in writing by the Board, all non-public draft and final MOBI
deliverables will be deemed confidential information of MOBI. Members may discuss this information among
MOBI members, but will otherwise maintain this information in confidence with at least a reasonable degreeof care. Information disclosed in connection with MOBI activities is otherwise non-confidential, except asotherwise expressly agreed by information recipients. The Board will establish processes to determine thetiming and nature of any public release of deliverables. Materials released publicly are non-confidential.

6.

Scope; amendments; authority.
a. Applies to past and future MOBI activities. The obligations of a licensor under this Policy apply to the entire
period of their membership, both before and after the effective date of this Policy.
b. Assent to terms: members. Participation in MOBI as a Member indicates assent to the terms of the Policy.
Any party that desires to not be bound by the terms of this IPR Policy must abstain from joining or mustwithdraw from membership if already a member as of the date of this policy, and must not engage in MOBI
activities.
c. Application and assent to terms: non-members. If a non-member receives actual orconstructive notice of these terms and participates in the development of any MOBI deliverable, the act of© 2024 MOBI. All rights reserved.

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participation indicates assent to the terms of this Policy. All rights and obligations applicable to members under
this Policy will apply equally to the participating non-member, except the obligations imposed by Section 2 will
apply only if and when the non-member participates in the development of a Specification (e.g. byparticipating in an applicable working group, joining a working group mailing list, making a Contribution to adraft Specification, etc.). The date the non-member ceases participation in MOBI will be that party’s
Withdrawal Date under Section 2(e).
d. Amendments. The MOBI Board of Directors may amend this Policy at any time in its sole discretion. No
amendment to this Policy will be effective in less than 60 calendar days from the date that written notice ofsuch amendment is sent to members. Within 60 calendar days of receiving written notice, members may
withdraw from membership without being bound by the new terms within the amended Policy.
e. Authority. Individuals acting within the scope of their employment or otherwise as an agent of a legal entity
act on behalf of their employer or other legal entity. The individual represents that they have the right andauthority to bind their employer or other principal to these terms. The bound entity represents and warrantsthat it has the right to grant the licenses described in these terms.
7.

Limitation of Liability. In no event will MOBI, any party hereto, or any other participant of MOBI be liable toany other party to a participant of MOBI for the licensability of any necessary claim, the cost of procuring
substitute goods or services, lost profits, loss of use, loss of data or any incidental, consequential, indirect, or
special damages of any party including third parties, whether under contract, tort, warranty or otherwise,
arising in any way out of this or any other related agreement, whether or not such party had advance notice ofthe possibility of such damages.

8.

Governing Law. This Policy shall be construed and controlled by the laws of the State of California without
reference to conflict of laws principles. Participants agree to accept personal jurisdiction in the State andFederal courts of California.

9.

No Warranty. All parties acknowledge that all information provided as part of any Specification development
process and any draft or final Specification are all provided “as is” with no warranties whatsoever, whether
express, implied, statutory, or otherwise, and the parties expressly disclaim any warranty of merchantability,
noninfringement, fitness for any particular purpose, or any warranty, otherwise arising out of any proposal,
specification, or sample.

10. Reciprocal inter-insurance exchange limitation. MOBI understands that for members that are a reciprocalinter-insurance exchange, MOBI agrees that no personal liability shall extend to any officer, director, member,
agent, or employee of said member. MOBI shall look solely to the assets of that member for satisfaction of thisAgreement.

© 2024 MOBI. All rights reserved.