TERMS OF USAGE AGREEMENTODVA’s Terms of Usage Agreement is a foundational document behind the large and vibrant community of adopters. It includes alicense agreement between ODVA and each entity that is licensed by ODVA to make and sell products using ODVA technologies. This
Agreement defines your responsibilities and rights in connection with your use of the licensed technologies. ODVA technologies thatyou are licensed to use are those listed and selected by you in Section 2 of this Agreement.
1. ENTITY INFORMATION
A. Name
BUSINESS NAME PROPOSED TO BE DISPLAYED IN THE ODVA ROSTER OF LICENSED VENDORS AT WWW.ODVA.ORG AND OTHER PUBLICLISTS OF ODVAPRIMARY WEB SITE ADDRESS FOR THIS BUSINESSURL OF BUSINESS MOST CLOSELY RELATED TOODVA TECHNOLOGIES

B. Corporate DataLEGAL NAME OF ENTITY SUBMITTING THIS AGREEMENTSTREET ADDRESSCITYSTATE/PROVINCE

ZIP/POST CODE

COUNTRYTELEPHONEFAXWEB SITEAUTHORIZED REPRESENTATIVE (SIGNATORY ON THIS FORM)

EMAIL ADDRESS

2. ODVA TECHNOLOGY TO WHICH ENTITY SEEKS TO BECOME A “LICENSED VENDOR”
Check each ODVA technology below for which this Agreement is being submitted (each of which is a Final Specification of
ODVA, including all supplements)(NOTE: You do not need to check a box for any ODVA technology for which you previously signed a Terms of Usage (“TOU”) Agreement.
However, pursuant to Section 5.6 below, this TOU Agreement shall also apply to such pre-existing technology.)

DeviceNet (includes CIP along with CIP distinctive service CIP Energy, plus the DeviceNet Adaptation of CIP)
EtherNet/IP (includes CIP along with CIP distinctive services CIP Energy, CIP Motion, CIP Security and CIP Sync, plus the
EtherNet/IP Adaptation of CIP)
CompoNet (includes CIP along with CIP distinctive service CIP Energy, plus the CompoNet Adaptation of CIP)
ControlNet (includes CIP along with distinctive service CIP Energy, plus the ControlNet Adaptation of CIP)
CIP Safety on DeviceNet (must already have or obtain a license for DeviceNet from ODVA)CIP Safety on EtherNet/IP (must already have or obtain a license for EtherNet/IP from ODVA)CIP Safety on SERCOS III (must already have or obtain a license for SERCOS III from Sercos International)

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SIGNATURE/INITIALS OF AUTHORIZED REPRESENTATIVE:

DATE:

3. REPRESENTATIONS AND ASSURANCES
By signing below (or by otherwise signaling its assent to ODVA, such as through the implementation of a Final
Specification in its products after having received a copy of this Agreement), the Entity submitting this Agreementagrees that it accepts the Terms and Conditions shown in Exhibit A herein (including all Schedules) and represents
and warrants the following:••That the information contained in this Agreement is true and correct.
That the individual signing this Agreement for the Entity has the authority to enter into this Agreement on behalfof the Entity.

Submitted and Accepted by Entity:

SIGNATURE OF AUTHORIZED REPRESENTATIVEPRINT NAMETITLE OR OFFICEDATE (MONTH, DAY, YEAR)*********************************************************************THE ITEM BELOW WILL BE COMPLETED BY ODVA.

Accepted and Approved by ODVA:Al Beydoun, Ph.D., President and Executive Director

Date

Vendor ID Assigned

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SIGNATURE/INITIALS OF AUTHORIZED REPRESENTATIVE:DATE:

EXHIBIT A
TERMS AND CONDITIONSThis Terms of Usage Agreement, including all Exhibits and
Schedules ("Agreement"), when signed or otherwise assented toby an authorized representative of the Entity named on the firstpage of this Agreement and accepted by ODVA, Inc. ("ODVA"),
constitutes a binding contract between such Entity as a
“Licensed Vendor” and ODVA. Unless otherwise defined herein,
capitalized terms used in this Agreement shall have themeanings set forth in Schedule A attached hereto.

1.
User Responsibilities.
1.1. Licensed Vendor agrees to:
1.1.1.

Follow the design specifications set forth in the
Licensed Technology, and other rules andguidelines as published by ODVA from time totime, and to refrain from modifying, reproducing, ordisseminating the Licensed Technology without
prior written consent of ODVA;
1.1.2. Obtain and maintain a Vendor ID for each Licensed
Technology to the extent required in Schedule B, if
Licensed Vendor does not presently have one
issued from ODVA;
1.1.3. Obtain and maintain its specification subscription(s)to the Licensed Technology;
1.1.4. Obtain and maintain Declarations of Conformity
from ODVA for its Compliant Products asprescribed by ODVA in its published policies;
1.1.5. Permit ODVA or its agents, upon demand, but nomore than once annually, to test its Compliant
Products for their conformance with the Licensed
Technology;
1.1.6. Make a conspicuous statement in the printed orelectronic documentation that is provided to theusers of its Compliant Products (“Customers”) thatsuch Products conform with the Licensed
Technology (a “Statement of Conformance”);
1.1.7. Produce and supply reasonably complete productdocumentation, in printed or electronic form, forCustomers specifying the following aspects that
may be present in its Compliant Products: optionalfeatures described in the Licensed Technology,
implementation-dependent parameters of its
Compliant Products, and features of its Compliant
Products that might be considered additions to therequirements of the Licensed Technology; and1.1.8. Follow any supplemental requirements for theapplicable Licensed Technology covered by thisAgreement, as set forth on Schedule B attachedhereto as of the Effective Date. Any subsequentchanges to Schedule B will be subject to Section
5.20 hereof.
1.2. Licensed Vendor hereby grants to ODVA, with respect to
the Licensed Technology, a nonexclusive, nontransferable(except to a successor to substantially all of ODVA’s
business), worldwide, compensation-free license under its
and its Affiliates’ Essential Claims in any issued patent
covering the Licensed Technology, for use by ODVA togrant sublicenses under the foregoing rights to Other
Vendors, solely to make, have made, use, import, offer tosell, sell, lease, market, and to otherwise distribute anddispose of Compliant Products that implement such
Licensed Technology, provided that such license shall notextend to features of a product that are not necessary toconform with the Licensed Technology.

2.
User Rights.
Upon the mutual execution of this Agreement and payment by
Licensed Vendor of the related invoice(s), ODVA hereby grants
to Licensed Vendor the following rights under the Licensed
Technology.
2.1. Patent Licenses. ODVA hereby grants to Licensed Vendor
a nonexclusive, nontransferable, nonsublicensable,
worldwide, compensation-free license under Essential
Claims in any issued patent covering the Licensed
Technology (but only those Essential Claims for which
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ODVA has received the necessary rights -- either from
Members under the ODVA Policy Regarding Intellectual
Property, from other Terms of Usage Agreements, or otherwise-- to grant such a compensation-free license), solely to allow
Licensed Vendor to make, have made, use, import, offer to sell,
sell, lease, market, and to otherwise distribute and dispose ofCompliant Products provided that such license shall not extend
to features of a product that are not necessary to conform with
the Licensed Technology.
2.2. Defensive Termination of Patent Licenses. In the event
Licensed Vendor initiates or threatens to initiate a lawsuit
against ODVA or any Member (the “Essential Claim Owner”), or
against the Essential Claim Owner’s Affiliate, relating toLicensed Vendor’s (or its Affiliate’s) Essential Claim(s) coveringthe Licensed Technology, the Essential Claim Owner shall havethe right, with respect to any Essential Claims of the Essential
Claim Owner (or of its Affiliates) that have been licensed to
Licensed Vendor by ODVA pursuant to Section 2.1 hereof (the“Terminated Essential Claims”), to: (a) revoke the license
granted by ODVA to Licensed Vendor pursuant to Section 2.1,
effective upon the provision by the Essential Claim Owner ofwritten notice to Licensed Vendor; and (b) impose a reasonableroyalty/fee for Licensed Vendor’s past use of the TerminatedEssential Claims. Should the Essential Claim Owner choose topermit future use of its (or its Affiliates’) Essential Claims by
Licensed Vendor, it shall have the right to impose a reasonableroyalty/fee for past and future use of the Essential Claim
Owner’s or its Affiliates’ Terminated Essential Claims by
Licensed Vendor. ODVA shall have no liability for any losses ordamages that Licensed Vendor may incur as a result of any
license revocation or imposed royalty/fee pursuant to thisSection 2.2, and Licensed Vendor hereby agrees that it will not
assert any claims against ODVA arising out of the same.
2.3. Copyright License. ODVA hereby grants to Licensed Vendor anonexclusive, nontransferable, nonsublicensable, worldwide,compensation-free license to use and reproduce any discrete
portions of any Final Specification (but not such Final
Specification as a whole) covered by the Licensed Technology
solely to the extent necessary to incorporate such portions of
the Final Specification(s) into any Compliant Products that
implement such Licensed Technology and any associateddocumentation in furtherance of the purposes of Section 1.1.7
hereof, but for no other purposes except with the prior writtenconsent of ODVA. Licensed Vendor will properly credit ODVA
as the copyright owner in accordance with the Identity
Guidelines.

3.
Trademark Authorization.
3.1. Usage. Provided Licensed Vendor complies with all aspects ofthis Agreement, Licensed Vendor is authorized to use thetrademark(s) and conformance tested logo mark(s) and wordmark(s) associated with the Licensed Technology (the“Licensed Marks”) in conjunction with Licensed Vendor’sCompliant Products. Such rights to use such Licensed Marks
are nonexclusive, nontransferable, nonsublicensable,
worldwide, and compensation-free, and may be terminated if
Licensed Vendor fails to comply with all requirements in Section
1 of this Agreement. All depictions and use of the Licensed
Marks by Licensed Vendor shall comply with the Identity
Guidelines and shall be exact electronic or print reproductionsof depictions of the Licensed Marks described in such Identity
Guidelines or shall be pre-approved by ODVA before their use.
If at any time Licensed Vendor’s Compliant Products do notconform with the Licensed Technology, Licensed Vendor
agrees to terminate its use of the Licensed Marks, immediately
upon its own discovery of, or upon notice of, thenonconformance, until such nonconformance is cured. In any
case where ODVA has the right to require Licensed Vendor tocease use of the Licensed Marks, it shall also have the right, in
accordance with ODVA policies and in its sole discretion, torevoke any or all licenses under the Licensed Technology andinvalidate any or all Vendor ID(s) assigned to Licensed Vendor
with the resulting termination of all rights and privileges
associated with such Vendor ID(s).

SIGNATURE/INITIALS OF AUTHORIZED REPRESENTATIVE:

3.2. Respect for ODVA's Marks, Logos, and Names. Licensed
Vendor shall not assert any ownership rights in any ODVA
trademark, other mark, name, or logo by assuming,
reserving, registering, using, or otherwise claiming any
mark, logo, or name (including any Internet domain name)owned or already being used by ODVA (or that isconfusingly similar to any such ODVA-owned/used mark,logo, or name) as Licensed Vendor's own, whether as atrademark, service mark, certification mark, trade name,domain name, or “doing business as” name (“d/b/a”), alone
or in combination with Licensed Vendor's own trademarks
or service marks.
3.3. Prohibition on Assertion of Rights. Licensed Vendor
agrees not to assert any rights in the Licensed Marksagainst ODVA, any Member of ODVA, any Other Vendors,or their Affiliates, or to object to the use of the Licensed
Marks by such parties.
3.4. Required Use of the Licensed Marks. Licensed Vendor
agrees that when it refers to the Licensed Technology, it
will use the Licensed Marks or use some other means toaccurately describe ODVA as the origin of the Licensed
Technology. All such use of the Licensed Marks shall inure
to the benefit of ODVA.
3.5. No Warranty. Licensed Vendor uses the Licensed Marks
at its own risk.

DATE:

5.
General.
5.1. Effective Date. This Agreement shall become effective when
5.2.

5.3.

5.4.

4.
Termination.
4.1. Licensed Vendor shall be considered in default hereunder,and ODVA may terminate this Agreement with respect toany or all Licensed Technology upon: (a) the material
breach by Licensed Vendor of this Agreement or any otheragreement between Licensed Vendor and ODVA, if suchbreach is not cured within ninety (90) days of the date
ODVA provides Licensed Vendor with written notice ofsuch breach; (b) failure to pay any fees due to ODVA, if
such failure is not cured within ninety (90) days of the date
ODVA provides Licensed Vendor with written notice ofsuch breach, or (iii) termination or expiration of Licensed
Vendor’s Vendor ID(s).
4.2. Licensed Vendor may terminate this Agreement at any timewith respect to any or all Licensed Technology by providing
written notice to ODVA. Fees paid by Licensed Vendor for
the Final Specification(s) checked on the first page of thisAgreement are nonrefundable, unless Licensed Vendor
terminates this Agreement within forty-five (45) days afterLicensed Vendor’s receipt of the copy(ies) of such Final
Specification(s) and returns such copy(ies) to ODVA.
4.3. Upon any termination of this Agreement: (a) all rights andlicenses granted to Licensed Vendor hereunder for the
Licensed Technology shall terminate and Licensed Vendor
shall cease all use of the Licensed Marks and Licensed
Technology, including, but not limited to, making, having
made, using, reproducing, marketing, importing, offering tosell, selling, leasing, and otherwise distributing or disposingof, Compliant Products; and (b) the licenses granted to
ODVA and Other Vendors pursuant to Section 1.2 of thisAgreement shall survive with respect to Essential Claims inexistence on the date of such termination, and with respect
to Essential Claims covering a Final Specification adopted
by ODVA after the termination of this Agreement to theextent such Essential Claims: (i) are necessary for thelater-adopted Final Specification to be backwards
compatible with the prior Final Specifications representing
Licensed Technology covered by this Agreement; and (ii)are used in a substantially similar manner, extent, andresult as such Essential Claims were used in such priorFinal Specifications; provided, however, that if Licensed
Vendor terminated this Agreement within the forty-five (45)day period specified in Section 4.2 and if Licensed Vendor
had not yet implemented such Final Specification(s) in anyof its products as of the termination date, Licensed Vendor
shall not be obligated to grant the license under Section 1.2
with respect to such Final Specification(s).

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5.5.

5.6.

signed or otherwise assented to by Licensed Vendor andaccepted by ODVA.
No Warranty. The parties acknowledge that all information
provided as part of the Licensed Technology is provided “AS IS”
WITH NO WARRANTIES WHATSOEVER, WHETHER
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND
ODVA EXPRESSLY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR
ANY PARTICULAR PURPOSE, OR ANY OTHER WARRANTY.
Limitation of Liability. IN NO EVENT WILL ODVA OR ITS
LICENSORS BE LIABLE TO ANY OF ODVA’S MEMBERS,
LICENSED VENDOR, OR ANY OTHER PERSON FOR THE
COST OF PROCURING SUBSTITUTE GOODS ORSERVICES, LOST PROFITS, LOST BUSINESS, LOST DATA,OR LOSS OF USE; OR FOR ANY DIRECT, INDIRECT,INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL
DAMAGES, WHETHER UNDER CONTRACT, TORT,WARRANTY, OR OTHERWISE, ARISING IN ANY WAY OUT
OF THIS OR ANY OTHER RELATED AGREEMENT,WHETHER OR NOT ODVA OR ITS LICENSORS HAD
ADVANCE NOTICE OF THE POSSIBILITY OF SUCHDAMAGES.
Governing Law; Jurisdiction; Arbitration; Venue; Language.
This Agreement shall be construed and controlled by the lawsof the State of Michigan, without giving effect to conflict-of-law
principles. The parties agree that all disputes arising in any
way out of this Agreement that cannot be resolved by good faith
discussion will be settled by final and binding arbitration in Ann
Arbor, Michigan, U.S.A., under the then-current Commercial
Arbitration Rules of the American Arbitration Association withthe reasonable costs of such arbitration split equally between
such parties and with the prevailing party therein entitled torecover its reasonable legal fees and costs thereby incurred,
including attorneys’ and experts’ fees. Any such arbitral award
may be enforced in a court of competent jurisdiction. For
purposes of enforcement, the parties irrevocably consent tojurisdiction and venue in the state and Federal courts of theState of Michigan. This Agreement has been written in the
English language and it may be translated by Licensed Vendor
at its own cost and for its own convenience and internal
purposes. However, the official version of this Agreement andthe one that shall govern and prevail in all cases, including thecase of any difference or disagreement with any suchtranslation, is the English language version.
Affiliates. Licensed Vendor hereby represents and warrantsthat it has power to cause all patents owned or controlled by it
and all of its Affiliates to be licensed as set forth in thisAgreement and that it and its Affiliates have ownership rights inall patents and patent applications covering inventions made by
their employees in the course of their employment. If Licensed
Vendor breaches the foregoing representation and warranty
such that the patents owned or controlled by any such Affiliate
are not licensed as set forth in this Agreement, then Licensed
Vendor shall indemnify and hold harmless ODVA and any Other
Vendors of the Licensed Technology from and against any
royalties/fees, liability, or damage incurred by ODVA or such
Other Vendors as a result of the failure to obtain such patent
license. Licensed Vendor shall be liable for all acts oromissions of its Affiliates. Notwithstanding the foregoing, thisAgreement shall not confer any rights on such Affiliates as thirdparty beneficiaries or otherwise; any of Licensed Vendor'sAffiliates that wish to implement any Licensed Technology orother ODVA technology may do so only after submitting aseparately completed copy of the most recent version of thisAgreement to ODVA and ODVA's acceptance of such
Agreement.
Complete Agreement for All Final Specifications Licensed by
Licensed Vendor. This Agreement sets forth the entire
understanding of the parties and supersedes all prioragreements and understandings relating hereto, including, but
not limited to, any prior Terms of Usage Agreement between
ODVA and Licensed Vendor for any Final Specifications

SIGNATURE/INITIALS OF AUTHORIZED REPRESENTATIVE:

managed by ODVA; provided, however, that, if Licensed
Vendor is also an ODVA Member, then the ODVA Policy
Regarding Intellectual Property shall also apply to Licensed
Vendor, and, in the event of any inconsistency between
such Policy and this Agreement, the Policy shall govern.
For the avoidance of doubt, the terms and conditions
contained in this Agreement will apply to the license of any
Final Specifications previously licensed by Licensed
Vendor under any earlier version of ODVA's Terms of
Usage Agreement, even if such Final Specifications were
not checked on the first page of this Agreement.
5.7. No Waiver. The waiver of any breach or default will notconstitute a waiver of any other right hereunder or any
subsequent breach or default.
5.8. Counterparts. This Agreement may be executed in one ormore counterparts, each of which shall be deemed an
original, but collectively shall constitute one and the same
instrument.
5.9. Compliance with Laws. Anything contained in thisAgreement to the contrary notwithstanding, the obligationsof the parties hereto shall be subject to all laws, present
and future, of any government having jurisdiction over theparties hereto, and to orders, regulations, directions, orrequests of any such government.
5.10. Force Majeure. No party shall be liable hereunder byreason of any failure or delay in the performance of its
obligations hereunder on account of strikes, shortages,
riots, insurrection, fires, flood, storm, explosions, acts ofGod, war, acts of terrorism, governmental action, labor
conditions, earthquakes or other natural disaster, or any
other cause that is beyond the reasonable control of suchparty.
5.11. Import and Export Controls. In connection with thisAgreement, the parties shall comply with all applicablelaws, including export, re-export, and foreign policy controls
and restrictions that may be imposed by any government.
5.12. Third-Party Beneficiaries. Other Vendors are intended
third-party beneficiaries of Sections 1.2 and 4.3 of thisAgreement, and all Members and ODVA are intended thirdparty beneficiaries of Section 2.2 of this Agreement, for thesole purpose of enforcing directly against Licensed Vendor
the rights and covenants provided thereunder.
5.13. Publicity. Licensed Vendor consents to the public
disclosure and use of its name for purposes of publicly
promoting Licensed Technology, including the use in

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DATE:

statements regarding the conformance of Licensed Vendor’sCompliant Products.
5.14. No Other Rights. Except as expressly set forth above, thisAgreement shall not be construed as granting any rights orinterests in or to (a) Essential Claims; (b) any improvements
thereto; (c) any particular design, mode, or method; or (d) the
proprietary rights of any party to this Agreement or any third
party.
5.15. Notices. All notices hereunder shall be sent to the addresses
indicated on the signature page to this Agreement. For
purposes of this Section, notice can include notice by written
mail, electronic mail, or by facsimile. Such notices shall bedeemed served when sent. Any party may give written noticeof a change of address and, after notice of such change has
been received, any notice or request shall thereafter be given tosuch party at such changed address.
5.16. Name Change. ODVA may change the name of any Licensed
Technology or the name by which this Agreement is identified.
However, no such name change shall have any effect on therights and obligations of the parties under this Agreement.
5.17. Headings. The parties acknowledge that the headings to thesections hereof are for reference purposes only and shall not be
used in the interpretation of this Agreement.
5.18. Assignment. Licensed Vendor may not assign its rights or
obligations under this Agreement without the prior writtenconsent of ODVA. For purposes of this Agreement, an
assignment shall be deemed to include a transfer or sale of allor substantially all of the business of Licensed Vendor, or amerger, consolidation, or other transaction that results in achange in control of Licensed Vendor. Any purported
assignment in violation of this Section shall be void.
5.19. Successors. The terms and provisions of this Agreement will
be binding upon and inure to the benefit of ODVA’s successors
and assigns.
5.20. Modifications to this Agreement. No modifications or additions
to or deletions from this Agreement shall be binding unlessaccepted in writing by authorized representatives of each party;
provided, however, that any non-substantive, ministerialchanges (such as proofreading or formatting changes) made tothis Agreement at any time by ODVA shall be effective upon
written notice of such changes to Licensed Vendor without theneed for written assent by Licensed Vendor.

SIGNATURE/INITIALS OF AUTHORIZED REPRESENTATIVE:DATE:SCHEDULE A
Definitions
1.

“Affiliate” means, without limitation, any individual, corporation, partnership, sole proprietorship, joint venture, business unit ordivision, employee benefit plan, trust, or other enterprise that, directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, another entity, so long as such control exists.
2. “CIP” means the Common Industrial Protocol Final Specification published by ODVA.
3. “Compliant Products” means only those specific portions of products (hardware, software, or combinations thereof), notnecessarily the product as a whole, that implement and conform with all relevant required portions of the Licensed Technology.
4. “Control” means (a) direct or indirect beneficial ownership of or the right to exercise decision-making authority with respect to (i)more than fifty percent (50%) of the voting stock or equity in an entity; or (ii) more than fifty percent (50%) of the relevant
ownership interest or decision-making authority representing the right to make the decisions for the subject entity in the eventthat there is no voting stock or equity; or (b) actual working control of an entity, in whatever manner exercised, including, but
not limited to, the right, through a management agreement or otherwise, to direct how the intellectual property of an entity isprotected, used, or licensed to others or how the day-to-day operations of the entity are conducted.
5. “Essential Claims” means all claims in any patent or patent application in any jurisdiction in the world that would necessarily be
infringed by implementation of a Final Specification. A patent claim is necessarily infringed hereunder only when it is notpossible to avoid infringing it because there is no commercially reasonable non-infringing alternative for implementing the Final
Specification. Existence of a non-infringing alternative shall be judged based on the state of the art at the time the Final
Specification is approved by the Technical Review Board of ODVA. Notwithstanding the foregoing, the following are expressly
excluded from and shall not be deemed to constitute Essential Claims: (a) any claims that may be contained in the same
patent or patent application as Essential Claims but are not themselves Essential Claims as defined above; (b) claims thatwould be infringed only by: (i) portions of any product and any combination of products (or portions of products) that are notnecessary for conformance with any element of the Final Specification, including, but not limited to, any "required," "optional,"
or "suggested" element referred to in the Final Specification; (ii) enabling technologies that may be necessary to make or use
any product or portion thereof that conforms with the Final Specification and are not themselves expressly set forth in the Final
Specification (e.g., semiconductor manufacturing technology, compiler technology, object oriented technology, operating
system technology, and the like); or (iii) the implementation or use of technology, specifications, or standards developed
elsewhere (i.e., outside of ODVA) and merely incorporated by reference into the body of the Final Specification; and (c) design
patents and design registrations.
6. “Final Specification” means any technical specification or other technical standard adopted and approved for publication by theTechnical Review Board of ODVA as a final specification in accordance with ODVA’s standard development/adoption
procedures (e.g., DeviceNet™ Specification, EtherNet/IP™ Specification, CompoNet™ Specification, ControlNet™
Specification, and CIP Safety™ Specification).
7. “Identity Guidelines” means the guidelines available on the ODVA website (currently http://www.ODVA.org/) that have beendeveloped by ODVA to ensure the accurate and consistent use of its trademarks, logos, and other identity elements by third
parties.
8. “Licensed Technology” means CIP and the Final Specification(s) for the interface or adaptation of CIP checked under Section 2
on the first page of this Agreement that Licensed Vendor wishes to implement in its Compliant Products, as well as any otherFinal Specification(s) previously licensed by Licensed Vendor under any earlier version of ODVA’s Terms of Usage Agreement.
9. “Member” means any company, organization, or other entity that applies for and is accepted by ODVA into any class of voting
or nonvoting membership, or any other Person (such as certain invited experts) that is deemed to be a Member under the
ODVA Policy Regarding Intellectual Property.
10. “Other Vendors” means (a) all Members of ODVA; and (b) any other Person that has entered into an agreement substantiallysimilar to this Agreement with ODVA.
11. "Person” means any individual, corporation, partnership, sole proprietorship, joint venture, trust, limited liability company,
business association, governmental entity, or other entity.
12. “Vendor ID” means the vendor identification number for a particular Licensed Technology assigned to Licensed Vendor byODVA.

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SIGNATURE/INITIALS OF AUTHORIZED REPRESENTATIVE:DATE:SCHEDULE B
Supplemental License Requirements for ODVA Technologies
DeviceNet
The Licensed Vendor shall:
1. Be a Licensed Vendor for all ODVA technologies for which it makes and sells products and in compliance with the Terms of
Usage Agreement; and2. Obtain and maintain a Vendor ID for DeviceNet.
EtherNet/IP
The Licensed Vendor shall:
1. Be a Licensed Vendor for all ODVA technologies for which it makes and sells products and in compliance with the Terms of
Usage Agreement; and2. Obtain and maintain a Vendor ID for EtherNet/IP.
CompoNet
The Licensed Vendor shall:
1. Be a Licensed Vendor for all ODVA technologies for which it makes and sells products and in compliance with the Terms of
Usage Agreement; and2. Obtain and maintain a Vendor ID for CompoNet.
ControlNet
The Licensed Vendor shall:
1. Be a Licensed Vendor for all ODVA technologies for which it makes and sells products and in compliance with the Terms of
Usage Agreement; and2. Obtain and maintain a Vendor ID for ControlNet.
CIP Safety on DeviceNet
The Licensed Vendor shall:
1. Be a Licensed Vendor for all ODVA technologies for which it makes and sells products and in compliance with the Terms of
Usage Agreement;
2. Obtain and maintain a Vendor ID for DeviceNet; and3. Obtain and maintain safety certifications for its CIP Safety Compliant Products from an ODVA-recognized competent body forthe certification of functional safety products.
CIP Safety on EtherNet/IP
The Licensed Vendor shall:
1. Be a Licensed Vendor for all ODVA technologies for which it makes and sells products and in compliance with the Terms of
Usage Agreement;
2. Obtain and maintain a Vendor ID for EtherNet/IP; and3. Obtain and maintain safety certifications for its CIP Safety Compliant Products from an ODVA-recognized competent body forthe certification of functional safety products.
CIP Safety on SERCOS III
The Licensed Vendor shall:
1. Be a Licensed Vendor for all ODVA technologies for which it makes and sells products and in compliance with the Terms of
Usage Agreement;
2. Hold required licenses/authorizations from SERCOS International for SERCOS III;
3. Obtain and maintain a Vendor ID for SERCOS III; and4. Obtain and maintain safety certifications for its CIP Safety Compliant Products from an ODVA-recognized competent body forthe certification of functional safety products.

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