SD CARD ASSOCIATION LICENSE AGREEMENT
This SD CARD ASSOCIATION LICENSE AGREEMENT is made by and between the
SD Card Association ("SD Association"), a California membership corporation having its
principal place of business at 5000 Executive Parkway, Suite 302 San Ramon, CA 94583, U.S.A.
and ______________________________________________________, a ________ corporation,with a principal place of business at ______________________________________________whois a member of the SD Association ("Licensee") and is effective as of the later of the two (2)signature dates below (the "Effective Date").
WHEREAS, the SD Association has certain trade secret rights and/or copyrights in certain
specifications owned by or/and licensed to the SD Association, which specifications are valuable
to the production and use of SD Host Products, SD Ancillary Products and SD Memory Cards;
WHEREAS, Licensee desires to access and use such SD Association Specifications,subject to all the terms and conditions stated in this Agreement; andWHEREAS, SD Association is willing to allow Licensee certain non-exclusive rights to
SD Association Specifications, in each case under the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:1.
Definitions. For purposes hereof, the following capitalized terms shall have the respective
meanings provided below:
1.1"Affiliate" shall mean, with respect to any party hereto, any corporation, firm,
partnership, proprietorship, or other legally recognizable form of business entity, in whatevercountry organized or resident, directly or indirectly owned or controlled by such party, but only
for so long as such ownership or control exists. For the purpose of this definition, "ownership"
shall mean more than fifty percent (50%) beneficial ownership of the equity securities or interestsof the legally recognizable entity or the ability to vote more than fifty percent (50%) of theaggregate votes cast at a partner or shareholder meeting (or the ability to control any single classof votes), in each case, only so long as such ownership or voting rights continue. For the purposeof this definition, "control" shall mean the power to direct or cause the direction of the management
or policies of such legally recognizable entity, directly or indirectly, whether through theownership of voting shares, by contract or otherwise.
1.2"Agreement" shall mean this SD Card Association License Agreement, including
all schedules attached hereto, and any and all amendments to the Agreement and/or such schedules.
1.3"Confidential Information" shall mean, if disclosed in tangible form, information
marked "Confidential", "Proprietary" or with other similar designation to indicate its confidential
or proprietary nature, or if disclosed orally, is indicated orally to be confidential or proprietary by
the SD Association at the time of such disclosure and is confirmed in writing as confidential or
proprietary by the SD Association within a reasonable time after such disclosure.

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1.4"Content Protection for Recordable Media" shall mean a specific technologythat helps to prevent unauthorized reproduction and/or manipulation of digital and/or electronic
content and that is licensed by a separate agreement from the entity known as 4C Entity, LLC, a
Delaware limited liability company.
1.5"Essential Patent Claims" shall mean claims of a patent or patent application
which would be necessarily and unavoidably infringed by the making, having made, designing,
using, offering for sale, selling, importing, exporting, leasing or disposing by other means of thoseportions of a product that implements the secure digital technology in compliance with the SD
Group Specifications in a particular country in the absence of a license or other authorization fromthe owner of such patent claims in such country. As used herein, "infringe" includes direct
infringement, contributory infringement and/or inducement of infringement. Essential Patent
Claims shall not include patent claims for a format that is independently adopted by third parties
but incorporated and referenced in the SD Specifications, nor shall it include Semiconductor
Memory Technology or semiconductor process/packaging technologies.
1.6"Licensed Affiliate" shall mean any Affiliate of Licensee identified in Schedule B
that are authorized by Licensee to exercise rights under this Agreement. Subject to compliancewith Section 2.3, Licensee may add any of its Affiliates, to Schedule B at any time with priorwritten notice to SD Association together with submission of a new Schedule B signed and dated
by Licensee.
1.7"Licensee" shall mean Licensee and, where the context so implies with respect tothe rights and obligations hereunder, any of Licensee's Licensed Affiliates.
1.8"New Version" shall mean a version of the SD Specifications that meets either ofthe following conditions: (i) a specification which is not compatible with the SD GroupSpecifications; or (ii) a specification which changes the security specification (Part 3 of the SD
Specifications).
1.9"SD Ancillary Products" shall mean products, or parts or software thereof, that:(i)in whole or in part comply with all applicable portions of Part 1, Part 2 orPart 3 of the SD Specifications; and (ii) are interoperable with SD Host Products or SD Memory
Cards. SD Ancillary Products include, but are not limited to, adapters and software applications,and SD I/O Cards, but do not include SD Host Products, SD Memory Cards, other products
incorporating semiconductor memory products (including but not limited to flash memory, ROM
or RAM) used for data storage in accordance with Part 2 of the SD Specifications, flash memorystorage devices, or flash memory controllers.
1.10 "SDA Applications" shall mean functions, technical formats or functional
extensions which utilize, in whole or in part, SD Specifications and are formally adopted by SD
Association.
1.11 "SDA Application Designations" shall mean designations, extensions or
identifiers used to indicate SDA Applications set forth in Schedule A-1, as may be updated fromtime to time by the SD Association.

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21.12 "SDA Pictograph Guideline" shall mean Part 2 (SD Logo Guideline) of the SD
Logo Guideline / SDA Logo Guideline, as such part may be revised from time to time by SD
Association, related to SDA Pictographs and SDA Application Designations that is made available
on the SD Association website.
1.13 "SDA Pictographs" shall mean the SDA Application Designations set forth in
Schedule A-1, used to indicate functions, characteristics, technical formats or functional
extensions which utilize, in whole or in part, SD Association Specifications as may be updated
from time to time by the SD Association.
1.14 "SD Association Compliance Committee" shall mean a committee appointed orapproved by SD Association to verify an SD Product's compliance with the SD Specifications
pursuant to Schedule C.
1.15 "SD Association Specifications" shall mean (i) the incremental portions that
constitute any material revisions or a New Version of the SD Group Specifications, (ii) Parts 5 15 as set forth in Schedule A, (iii) Parts A1 – A5 as set forth in Schedule A, (iv) Parts E1 - E7 as
set forth in Schedule A; and (v), and any specification or specification part that implements orincorporates any portion of the foregoing. SD Association Specifications are included in
Confidential Information.
1.16 "SD Group" shall mean collectively Panasonic Corporation, SanDisk Corporation
and KIOXIA Corporation and their respective Affiliates.
1.17 "SD Group Specifications" shall mean the specifications established by the SD
Group for flash memory cards defined by Versions 1.0 and 1.01 of the SD Physical Specification(Part 1 of the SD Specifications), the SD Logical Specification (Part 2 of the SD Specifications),
the SD Security Specification (Part 3 of the SD Specifications) and the SD Audio Specification(Part 4 of the SD Specifications), including any corrections or other non-material changes madethereto by SD Group. SD Group Specifications are included in Confidential Information.
1.18 "SD Host Products" shall mean Standalone products, or parts or software thereof,
that actually host SD Memory Cards and comply with Part 1 and Part 2, and all other applicableportions of the SD Specifications.
1.19 "SD I/O Cards" shall mean SD Ancillary Products that: (i) are capable ofperforming any function other than memory storage, wherein for the purposes of this section"memory storage" shall mean the storage of any data in a non-volatile memory device, regardlessof whether the nonvolatile memory storage device is used for the storage of executable code, nonexecutable code, drivers, or any other type of data or information (e.g., Supplemental Code Area
or SD Memory as described in Part E-1 of the SD Specifications); (ii) comply with Part 1 of the
SD Specifications; and (iii) comply wholly or in part with Part E-1 of the SD Specifications. I/O
cards that include Supplemental Code Area, SD Memory or any other type of memory storage will
be licensed by the SD-3C LLC under a separate license agreement.
1.20 "SD Logos" shall mean the trademark rights in and to certain logos for SD
Products owned by the SD Group or the SD-3C LLC.

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31.21 "SD Memory Cards" shall mean semiconductor memory products (including but
not limited to flash memory, ROM, RAM and I/O cards (with memory storage capacity)) otherthan SD I/O Cards, or parts or software thereof, that comply with all of Part 1, Part 2 and Part 3 of
the SD Specifications. SD Memory Cards also include, but are not limited to, embedded productsthat comply with Part 1 (except the form factor), Part 2 and Part 3 of the SD Specifications.
1.22 "SD Memory Card License" shall mean the separate license agreement by which
SD-3C LLC licenses certain technology, including without limitation SD Group Specifications,
SD Logos and Essential Patent Claims of the SD Group, relating to SD Memory Cards.
1.23 "SD Products" shall mean the SD Host Products, SD Ancillary Products and SD
Memory Cards.
1.24 "SD Specifications" shall mean the SD Group Specifications and the SD
Association Specifications collectively.
1.25 "SD-3C LLC" shall mean a Delaware limited liability company having its
registered office at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, U.S.A
formed by the SD Group to administer intellectual property rights of the SD Group in SD related
technology
1.26 "SD-3C Host/Ancillary Product License" shall mean the separate license
agreement by which SD-3C LLC licenses certain technology, including without limitation SD
Group Specifications, SD Logos and Essential Patent Claims of the SD Group, relating to SD Host
Products and SD Ancillary Products.
1.27 "Schedule A" shall mean Schedule A attached to this Agreement, as such schedule
may be amended in accordance with Article 9 below from time to time by SD Association.
1.28 "Schedule B" shall mean Schedule B attached to this Agreement, as such schedule
may be amended from time to time by Licensee as set forth in Section 2.3.
1.29 "Schedule C" shall mean Schedule C attached to this Agreement, as such schedule
may be amended from time to time by the SD Association but only upon the reasonable request of
SD Association Compliance Committee.
1.30 "Schedule D" shall mean Schedule D attached to this Agreement, as such schedule
may be amended from time to time by SD Association.
1.31 "Semiconductor Memory Technology" shall mean technology including patentclaims relating to the development, design, manufacture or sale of any semiconductor memory
devices.
1.32 "Standalone" with respect to a device shall mean that the device is capable offunctioning without relying on interaction or attachment to another independent device.

2.

SD Association Specifications License

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42.1
Upon the terms and conditions and with the limitations and exceptions hereafter set
forth, including but not limited to the confidentiality obligations contained herein, SD Association
hereby grants to Licensee a non-exclusive, royalty-free, non-transferable license, on a worldwide
basis during the term hereof, to use the SD Association Specifications as listed in Schedule A
hereto (and amended from time to time by the SD Association), including the technicalinformation, know-how and trade secrets contained therein to the extent the SD Association has
the authority to grant a license to such technical information, know-how and trade secrets, solely
to make, design, have made, use, offer for sale, sell, import, export, lease or otherwise dispose of
SD Products.
2.2
Licensee hereby agrees that in the event Licensee has SD Products made,developed, designed or otherwise manufactured by a third party on a subcontract basis pursuant to
Sections 2.1 of this Agreement, Licensee shall ensure that such third party has executed an SD
Card Association License Agreement with SD Association prior to contracting with such third
party. Licensee shall, however, have the option to contract to have SD Products made, developed,
designed or otherwise manufactured by a third party on a subcontract basis, without therequirement that the third party execute an SD Card Association License Agreement, provided that
Licensee hereby agrees that Licensee has not, and will not, disclose the Confidential Information,
to such third party unless (i) such third party has agreed, in writing, to comply with confidentiality
obligations at least as restrictive as those in this Agreement; and (ii) Licensee is responsible andfinancially liable for such third party's compliance with the applicable terms and conditions of thisAgreement.
2.3
For any Affiliate that Licensee lists on Schedule B, Licensee represents that is has
the authority to bind and hereby binds such Affiliate to the obligations set forth herein. Licensee
further represents and warrants that the entities listed on Schedule B are current Affiliates and if
the status of any such entity changes such that it no longer meets the definition of Affiliate, orLicensee desires to otherwise update such list, Licensee will promptly provide SD Association
with a new signed and dated Schedule B that reflects such updates. Licensee shall be responsible
for ensuring each Licensed Affiliate's compliance with the terms of this Agreement. A violation
by any Licensed Affiliate with any such obligation shall be deemed a breach by Licensee of thisAgreement and Licensee shall be responsible for the acts and omissions of its Licensed Affiliates
as if such acts and omissions had been the acts and omissions of Licensee. Without limiting thegeneral applicability of the foregoing and for the avoidance of doubt, Licensee on behalf of theLicensed Affiliate hereby covenants and agrees that Licensed Affiliate will abide by the
obligations and restrictions of the SD Association Intellectual Property Policy attached to thisAgreement as Schedule D, as such schedule may be amended from time to time during the termof this Agreement by the SD Association (including without limitation, with respect to the licenseof Essential Patent Claims and treatment of Confidential Information), wherein the term "Member"as used in such SD Association Intellectual Property Policy shall be read to include Licensed
Affiliate where applicable, and the term "joining or continuing to participate in the SDA" shall beread to include designation of such Licensed Affiliate on Schedule B.
2.4
Subject to the terms of this Agreement, SD Association shall provide access toLicensee to download copies of the current version of the SD Specifications solely for internal use
as expressly authorized herein. Licensee covenants and agrees that it will not incorporate all or
any portions of such SD Specifications into any other documents or materials, make derivative

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works thereof or otherwise distribute or publish any all or any portions of such SD Specifications.
2.5
Licensee acknowledges and agrees that the right to use the SD Association
Specifications licensed hereunder does not extend to Licensee's use of the same in connection withany product that does not comply with the applicable SD Association Specifications as required
herein, or that is incompatible with products that comply with the SD Association Specifications.
2.6
Licensee acknowledges and agrees that it must be an SD Association member toenter into this Agreement and must remain a SD Association member in good standing during theterm of this Agreement.
2.7
Licensee acknowledges and agrees that, making, having made, designing, using,offering for sale, selling, importing, exporting, leasing or disposing by other means of SD Products
may require a separate license for Content Protection for Recordable Media (as defined in Section
1.4).
2.8
Licensee acknowledges and agrees that, making, having made, designing, using,offering for sale, selling, importing, exporting, leasing or disposing by other means of SD Memory
Cards requires (or, in the case of the exercise of have made rights pursuant to Section 2.2, may
require) Licensee to enter into a separate SD Memory Card License (as defined in Section 1.22).
2.9
Licensee acknowledges and agrees that, making, having made, designing, using,offering for sale, selling, importing, exporting, leasing or disposing by other means of SD Host
Products and SD Ancillary Products requires (or, in the case of the exercise of have made rights
pursuant to Section 2.2, may require) Licensee to enter into a separate SD-3C LLC Host andAncillary Product License.
2.10 Licensee acknowledges and agrees the SD Group owns the copyright and trade
secrets in the SD Group Specifications and that any license to use such SD Group Specifications
can be obtained from the 3C-LLC pursuant to the SD-3C Host/Ancillary Product License (withrespect to SD Host Products and SD Ancillary Products) or the SD Memory Card License (withrespect to SD Memory Cards). Notwithstanding that the 3C-LLC has authorized the SD
Association to provide or make available to Licensee for download the SD Group Specifications
as part of the full SD Specifications, nothing herein shall be construed to grant Licensee any rights
in the SD Group Specifications.
2.11 Licensee acknowledges and agrees any license to use the SD Logo can be obtained
from the 3C-LLC pursuant to the SD-3C Host/Ancillary Product License (with respect to SD Host
Products and SD Ancillary Products) or the SD Memory Card License (with respect to SD Memory
Cards). Nothing herein shall be construed to grant Licensee any rights in such SD Logo.
2.12 Licensee acknowledges and agrees that this SD Card Association License
Agreement only licenses rights to use the SD Association Specifications. From time to time SD
Association may propagate specifications that apply to new form factors. The use of such new
specifications and the development, marketing, sale, importation, exportation, use, lease or otherdisposal of products that comply with such specifications will require Licensee to enter into aseparate license with SD Association.

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3.

SDA Application Designations and SDA Pictographs

3.1
Upon the terms and conditions and with the limitations and exceptions hereafter set
forth including but not limited to those in Section 3.2 below, SD Association hereby permits
Licensee to use the SDA Application Designations on SD Products complying with the applicable
SD Association Specification, and accompanying packing materials, and in related advertising andother sales and marketing literature, including catalogues or brochures, and user manuals for such
SD Products, in the form and manner specified in the SDA Pictograph Guideline on a worldwide
basis during the term hereof on a non-exclusive basis. Licensee is strictly prohibited from using
and agrees not to use any of the SDA Application Designations in any manner other than as
specifically permitted in this Agreement. Unless otherwise agreed upon between the Parties inwriting, Licensee shall refrain from using the SDA Application Designations unless specificallypermitted by this Agreement, which obligation shall survive any termination or expiration of thisAgreement in perpetuity.
3.2
Upon the terms and conditions and with the limitations and exceptions set forth in
this Agreement, SD Association hereby grants Licensee a non-exclusive, non-transferrable,royalty free license to use the SDA Pictographs solely on SD Products complying with theapplicable SD Association Specification, and accompanying packing materials, and in related
advertising and other sales and marketing literature, including catalogues or brochures, and user
manuals for such SD Products, in the form and manner specified in the SDA Pictograph Guideline
on a worldwide basis during the term hereof. Licensee is strictly prohibited from using and agrees
not to use any of the SDA Pictographs in any manner other than as specifically permitted in thisAgreement. Licensee's use of the SDA Pictographs shall inure solely to the benefit of the SD
Association, which as between Licensee and SD Association, shall be deemed the owner of allrights in and to the SDA Pictographs. Unless otherwise agreed upon between the Parties in writing,
Licensee shall refrain from using the SDA Pictographs unless specifically permitted by thisAgreement, which obligation shall survive any termination or expiration of this Agreement inperpetuity.
3.3
In the event that Licensee has SD Products made, developed, designed or otherwise
manufactured by a third party on a subcontract basis pursuant to Section 2.2 of this Agreement,
Licensee shall be responsible for such third party's compliance with the applicable terms andconditions of this Agreement, and Licensee shall make sure that such third party uses the SDA
Pictographs and/or SDA Application Designation under the terms and conditions of thisAgreement and solely in connection with the SD Products manufactured for, and sold by, Licensee.
3.4
In cases where Licensee sells SD Products on an OEM basis, the Licensee shall use
reasonable efforts to ensure that such purchaser's usage of the SDA Pictograph and/or SDA
Application Designation in product packaging, advertising, promotional materials, catalogues orbrochures offering such SD Products for sale shall comply with the SDA Pictograph Guideline
and this Section 3 in case such purchaser chooses to use the SDA Pictographs and/or SDA
Application Designation.
3.5
Licensee shall use reasonable efforts to ensure that distributors' and retailers' usageof the SDA Pictographs and SDA Application Designations in advertising, promotional materials,

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7catalogues or brochures offering Licensee's SD Products for sale shall comply with the SDA
Pictograph Guideline and this Section 3.
3.6
Licensee shall be afforded a reasonable period of time (not less than three (3)months) subsequent to any changes to the SDA Pictograph Guideline or the SDA Pictographs
and/or SDA Application Designations to implement the new requirements of the SDA Pictograph
Guideline and the SDA Pictographs and/or SDA Application Designations or to discontinue useof the SDA Pictographs and/or SDA Application Designations without affecting the validity ofthis Agreement or the rights granted hereunder. Licensee shall have the right to sell remaining
inventory stock and complete and sell manufacturing work in process which becomes noncompliant as a direct result of such change to the SDA Pictograph Guideline or the SDA
Pictographs and/or SDA Application Designations.
3.7
Licensee acknowledges and agrees that this Agreement does not transfer or convey
to Licensee ownership of, or except as expressly set forth herein any rights in, any of the SDA
Applications, SDA Application Designations, or SDA Pictographs. Upon termination of thisAgreement, no monetary amounts shall be assigned as attributable to any goodwill associated withsuch Licensee's use of the SD Association Specifications, SDA Applications, the SDA Application
Designations, or the SDA Pictographs.
4.

Verification

4.1
Licensee agrees that all products claiming to be compatible with SD Products orcompliant with the SD Specifications shall conform to the applicable SD Specifications. Licensee
further agrees that in case the Licensee sells any SD Products on an OEM basis to third parties,
the Licensee shall cause, and bear responsibility for causing, such third parties to comply with therequirements that all products claiming to be compatible with SD Products or compliant with the
SD Specifications and sold by the third parties shall conform to the applicable SD Specifications.
4.2
Licensee hereby agrees not to make, have made, design, use, offer for sale, sell,
import, export, lease or otherwise dispose of a purported SD Product claiming to be compatible
with SD Products or compliant with the SD Specifications other than in full compliance with theapplicable SD Specifications and the procedures set forth below and in Schedule C, as may beamended from time to time by SD Association but only upon the reasonable request of SD
Association Compliance Committee.
4.3
If at any time during the term hereof, the SD Association Compliance Committee
determines, in its sole reasonable judgment, that Licensee may be manufacturing (except for
prototypes), selling, marketing, promoting or distributing an SD Product claiming to be compatible
with SD Products or compliant with the SD Specifications which is not in full compliance with theapplicable SD Specifications, at the request of the SD Association Compliance Committee, such
Licensee shall submit sample SD Product (except a prototype) to a Designated Laboratory (asdefined in Schedule C) for verification in accordance with the procedures set forth in Schedule C.
4.4
If Final Failure (defined in Schedule C) is declared for an SD Product by the SD
Association Compliance Committee in accordance with committee protocol, then the SD
Association shall have the right to terminate the rights granted to such Licensee under Section 2.1,

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3.1, and 3.2 of this Agreement with respect to such SD Product that has been declared the Final
Failure, upon thirty (30) days' prior written notice to Licensee.
4.5
The right of termination set forth in Section 4.4 above shall not be exclusive of any
other remedies or means of redress to which the SD Association may be lawfully entitled, and allsuch remedies shall be cumulative. Upon termination pursuant to Section 4.4, all rights of Licensee
granted hereunder with respect to the SD Product that failed to meet the verification standards,
shall cease.
4.6
NO NOTICE OR STATEMENT OF ANY KIND SENT BY SD ASSOCIATIONSHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY OF ANY KIND
WITH RESPECT TO THE SD PRODUCT IDENTIFIED IN SUCH NOTICE OR STATEMENT,INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY,
FITNESSFORA
PARTICULARPURPOSE,NON-INFRINGEMENT,ORINTERCHANGEABILITY OR INTEROPERABILITY WITH OTHER SD PRODUCTS.
5.

Services by SD Association

5.1
Licensee agrees that SD Association acting through the SD Association
Compliance Committee has the right to request sample SD Product (except a prototype) from
Licensee pursuant to Section 4.3 in order to perform verification in accordance with the procedures
set forth in Schedule C. Licensee further agrees that the SD Association Compliance Committee
may in its sole reasonable judgment amend Schedule C from time to time.
6.

Fees
6.1

Payments for verification costs and fees shall be governed by Schedule C hereto.

6.2
All payments made by Licensee to the SD Association under this Agreement shallbe made without any deduction for any taxes, including without limitation to value added taxes,
consumption taxes, sales taxes, use taxes, withholding and any other or other taxes orgovernmental assessments or levies ("Taxes"), except for taxes imposed on SD Association's net
income. Any and all Taxes which may be imposed now or in the future or under the laws of any
applicable jurisdiction shall be Licensee's sole responsibility and Licensee shall promptly transmit
such taxes to the appropriate authorities as and when they become due. Such Taxes shall not affectLicensee's obligation to make payments to SD Association as required under this Agreement.
Licensee shall indemnify and hold harmless SD Association for any losses, damages, liabilities
and costs (including reasonable attorney's fees) and expenses including without limitation
penalties and interest that may be payable as a result of Licensee's failure to timely pay all Taxes.
7.

Ownership of SD Association Specifications

7.1
Licensee acknowledges and agrees that this Agreement does not transfer or convey
to Licensee ownership of or, except as expressly set forth herein any rights in any SD Association
Specifications, or any other intellectual property of the SD Association.
7.2
Licensee further acknowledges and agrees that SD Association itself does not own
Essential Patent Rights and that this Agreement does not transfer or convey to Licensee

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ownership of, or any rights in, any of the Essential Patent Claims or other intellectual property ofthird parties.
7.3
SD Association hereby reserves all rights not herein expressly granted to Licensee.
Such reserved rights are the sole and exclusive property of the SD Association and/or its licensors.
8.

Confidentiality

8.1
Licensee agrees that Licensee shall use the Confidential Information pursuant to
the terms and conditions of this Agreement, only for the purposes expressly identified in, andsubject to the restrictions set forth in, Section 2 of this Agreement. Licensee further agrees that
Licensee shall not disclose to any party Confidential Information pursuant to the terms andconditions of the Agreement, except to those certain employees and independent contractors who
require such access to carry out the purpose of this Agreement and who have agreed, in writing, tothe confidentiality obligations hereunder.
8.2
Licensee shall not copy, alter, modify, disassemble or reverse engineer any of theConfidential Information.
8.3
Licensee shall use the same degree of care, but no less than reasonable care under
the circumstances, in keeping Confidential Information confidential as it uses for its own
confidential information of a similar nature.
8.4
The obligations under this Agreement shall not extend to Confidential Informationthat (i) was generally available to the public at the time it was disclosed; (ii) becomes generally
available to the public after disclosure which is not a result of any improper inaction or action ofLicensee, or breach of its obligations hereunder; (iii) was known to Licensee, other than under anobligation of confidentiality, at the time of disclosure; (iv) is disclosed to Licensee without
confidential obligation by a third party with rightful authority to do so; (v) is independently
developed by Licensee, through a person or persons who have not had access to the Confidential
Information; or (vi) is disclosed by SD Association to a third party without restrictions on suchthird party's rights to disclose or use the same; provided however that the confidentiality
obligations under this Agreement shall always extend to any next generation card technology
specifications disclosed by SD Association to Licensee regardless of whether the disclosure
occurred before Licensee's execution of this Agreement.
8.5
Licensee shall comply with all applicable rules and regulations of the United States,
Japan and other countries and jurisdictions relating to the export or re-export of any Confidential
Information or an SD Product. Notwithstanding the licenses granted in Section 2.1 above, Licensee
shall further be responsible for obtaining any export license or authorization as may be required
under such laws or regulations with respect to the export of any Confidential Information or a
Licensee SD Product.
8.6
Notwithstanding anything to the contrary contained herein, Licensee may disclose
Confidential Information if required by any judicial or governmental request, requirement or order,
or by operation of law, provided, however, that Licensee shall promptly inform SD Association ofsuch request, requirement or order and take steps necessary to obtain a protective order.

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8.7
All of the confidentiality and limited use obligations contained herein shall survive
for ten (10) years after termination of this Agreement, except for the SD Security Specification,
which confidentiality period shall survive in perpetuity.
8.8
All Confidential Information shall remain the property of SD Association (except
the SD Group Specifications which shall be deemed Confidential Information, but which does notremain the property of the SD Association), or the party which gave SD Association the authority
to license such Confidential Information. At the reasonable request of SD Association, upon
termination or expiration of this Agreement, and subject to the provisions of Section 13.2 below,
all Confidential Information furnished to Licensee hereunder, and all copies thereof, if any, shallbe, at the sole option of SD Association, either returned to SD Association or destroyed, with awritten representation, by Licensee confirming such return or destruction.
9.

SD Association Specifications Change

9.1
Upon adoption by SD Association, in accordance with the SD Association
Intellectual Property Policy, any material changes to the SD Group Specifications and any new SD
Association Specifications will be deemed to be part of the SD Association Specifications, and theSD Association may amend Schedule A to reflect such material changes.
10.

Indemnification

10.1 Licensee hereby agrees to indemnify, hold harmless and defend SD Association,with respect to any third party claim arising out of, or relating to Licensee's making, having made,designing, using, offering for sale, selling, importing, exporting, leasing or disposing by othermeans of any SD Product except to the extent that (i) such claim arises from a negligent act orwillful misconduct of the SD Association, or (ii) such claim is independently attributable to the
SD Association Specifications, except for any claim arising out of, or relating to, the Content
Protection for Recordable Media; provided, however, that Licensee receives prompt notice of any
such claim and has the right to control the defense and settlement of such claim. SD Association
hereby agrees, at Licensee's written request and at Licensee's expense, to provide reasonable
technical assistance in the defense of any such third party claim.
11.

Warranties and Disclaimer

11.1 SD Association represents, warrants and covenants that it has the right to enter into
this Agreement and to license the SD Association Specifications to Licensee pursuant to the terms
contained herein.
11.2

Licensee represents and warrants that it has the right to enter into this Agreement.

11.3 EXCEPT AS EXPRESSLY STATED IN SECTIONS 11.1, AND 11.2 ABOVE,
NEITHER SD ASSOCIATION NOR LICENSEE MAKE ANY REPRESENTATION OR
WARRANTY AS TO THE VALUE OR UTILITY OF THE RIGHTS LICENSED OR
INFORMATION TO BE SUPPLIED PURSUANT TO THIS AGREEMENT, SUCH AS BUT
NOT LIMITED TO THE SD SPECIFICATIONS, SDA APPLICATIONS, SDA
PICTOGRAPHS,SDAAPPLICATIONDESIGNATIONSANDTECHNICALINFORMATION AND SUPPORT, IF ANY, OR THE ABILITY OF LICENSEE TO MAKE

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11USE THEREOF. NEITHER SD ASSOCIATION NOR LICENSEE MAKE ANY WARRANTYWHATSOEVER THAT THE USE OF INFORMATION, INCLUDING BUT NOT LIMITEDTO THE SD SPECIFICATIONS, SDA APPLICATIONS, SDA PICTOGRAPHS, AND SDAAPPLICATION DESIGNATIONS, SUPPLIED PURSUANT TO THIS AGREEMENT DOESNOT INFRINGE OR WILL NOT CAUSE INFRINGEMENT OF ANY INTELLECTUAL
PROPERTY RIGHT OWNED OR CONTROLLED BY ANY PERSON. EACH PARTY
UNDERSTANDS AND AGREES THAT NEITHER THE SD ASSOCIATION, NOR THE
LICENSEE MAKES ANY WARRANTY WHATSOEVER THAT ANY MAKING, HAVING
MADE, DESIGNING, USING, OFFERING FOR SALE, SELLING, IMPORTING,EXPORTING, LEASING OR DISPOSING BY OTHER MEANS OF ANY SD PRODUCTWILL BE FREE FROM INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL
PROPERTY RIGHTS. NEITHER SD ASSOCIATION NOR LICENSEE MAKE ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR
OTHERWISE, AND EXPRESSLY DISCLAIM IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY EQUIVALENTS UNDER THE LAWS OF ANYJURISDICTION THAT MIGHT ARISE FROM ANY ACTIVITIES OR INFORMATIONDISCLOSURES RELATING TO THIS AGREEMENT.
12.

Limitation of Liability

12.1 IN NO EVENT SHALL SD ASSOCIATION OR ANY AFFILIATE, DIRECTOR,
OFFICER, AGENT, MEMBERS, REPRESENTATIVES, EQUIVALENT CORPORATEOFFICIAL, CONTRACTOR OR EMPLOYEE ACTING IN THEIR CAPACITIES AS SUCH
(COLLECTIVELY THE "SD AFFECTED PARTIES") BE LIABLE TO LICENSEE OR ANY
LICENSED AFFILIATE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR PERSONAL PROFITS, BUSINESSINTERRUPTION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF ANY CAUSE
OF ACTION RELATING TO THIS AGREEMENT, OR ARISING OUT OF ANY LICENSEE'S
MAKING, HAVING MADE, DESIGNING, USING, OFFERING FOR SALE, SELLING,
IMPORTING, EXPORTING, LEASING OR DISPOSING BY OTHER MEANS OF ANY
PRODUCTS THAT IMPLEMENT SD SPECIFICATIONS WHETHER UNDER A THEORYOF CONTRACT, TORT, INDEMNITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF
THE SD AFFECTED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES.
12.2 EXCEPTFORWILLFULMISCONDUCT,OR
BREACHOFCONFIDENTIALITY OR A PROVISION OF THE SD ASSOCIATION INTELLECTUAL
PROPERTY POLICY BY A LICENSEE, NEITHER LICENSEE NOR ANY AFFILIATE,
DIRECTOR, OFFICER, AGENT, MEMBERS, REPRESENTATIVES, EQUIVALENTCORPORATE OFFICIAL, OR EMPLOYEE ACTING IN THEIR CAPACITIES AS SUCH
(COLLECTIVELY THE "LICENSEE AFFECTED PARTIES") SHALL BE LIABLE TO SD
ASSOCIATION FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR PERSONAL
PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER PECUNIARY LOSS) ARISING OUTOF ANY CAUSE OF ACTION RELATING TO THIS AGREEMENT WHETHER UNDER A

Final 230830

12

THEORY OF CONTRACT, TORT, INDEMNITY, PRODUCT LIABILITY OR OTHERWISE,
EVEN IF THE LICENSEE AFFECTED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING AND SUBJECT TO SECTION
14.5 BELOW, LICENSEE AFFECTED PARTIES SHALL REMAIN LIABLE TO SD
ASSOCIATION FOR ANY CLAIMS ASSERTED BY SD ASSOCIATION AGAINST THE
LICENSEE AFFECTED PARTIES FOR REASONABLE ATTORNEY FEES AND COSTS OF
SUIT.

12.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THISAGREEMENT, THE SD AFFECTED PARTIES' TOTAL AGGREGATE LIABILITY TO THE
LICENSEE IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEEDTHREE THOUSAND U.S. DOLLARS (US$ 3,000).
12.4 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THISAGREEMENT, EXCEPT FOR WILLFUL MISCONDUCT, OR BREACH OF
CONFIDENTIALITY OR A PROVISION OF THE SD ASSOCIATION INTELLECTUAL
PROPERTY POLICY BY A LICENSEE, LICENSEE'S MAXIMUM AGGREGATE LIABILITY
TO SD ASSOCIATION SHALL IN NO EVENT EXCEED THREE MILLION U.S. DOLLARS(US$ 3,000,000).
13.

Term and Termination

13.1 This Agreement shall become effective as of the Effective Date and shall continue
in force for a period of one (1) year following such Effective Date and ending on the anniversary
thereof ("Initial Term") and shall automatically extend for additional one (1) year periods (eachsuch period, a "Renewal Term") (collectively, Initial Term and Renewal Terms, the "Term"),
unless: (i) Licensee delivers written notice of termination to the SD Association at least sixty (60)days prior to the expiration of the Initial Term or any Renewal Term, or (ii) this Agreement isotherwise terminated pursuant to the terms and conditions of this Agreement. The SD Association
shall have the right to amend the terms and conditions of this Agreement (such amendment to beeffective upon commencement of the next Renewal Term) by providing Licensee with notice ofsuch amendment at least ninety (90) days prior to the expiration of the Initial Term or any Renewal
Term. If Licensee does not agree to such amendment, Licensee may terminate this Agreement by
providing notice to SD Association prior to the expiration of the then current term.
Notwithstanding the foregoing and for the avoidance of doubt, any and all changes made by the
SD Association to Schedules A, C and/or D in accordance the policies, procedures or corporate
formation documents of the SD Association (including without limitation the SD Association
Intellectual Property Policy and/or Amended and Restated Bylaws) will be effective sixty (60)days after the SD Association provides notice to Licensee of the approval of such changes inaccordance with such policies, procedures or corporate formation documents of the SD
Association. Such changes to Schedules A, C and/or D shall not require amendment of thisAgreement as set forth in this Section 13.1; provided, however, that if the SD Association makes
any such changes, the SD Association shall promptly notify Licensee of such changes.
13.2 Immediately upon termination of this Agreement, Licensee and all Licensed
Affiliates shall return to SD Association or destroy at SD Association's instruction, all SD
Specifications licensed or provided hereunder, other Confidential Information and all copies of the

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13foregoing documents, upon the last date that this Agreement remains in force and effect. To theextent a Licensee or a Licensed Affiliate is required by effect of statute or other governmental
regulation, such Licensee or Licensed Affiliates may, upon written explanatory notice to SD
Association, maintain copies of relevant SD Specifications for the limited purposes required bysuch statute or other governmental regulation. Licensee and all Licensed Affiliates acknowledges
and agrees that on the termination of this Agreement all rights of Licensee granted hereunder shallcease.
13.3 Any party may terminate this Agreement at any time on sixty (60) days' notice tothe other party in the event that the latter shall materially breach or fail to perform any material
obligation under this Agreement and such default is not remedied within sixty (60) days after
notice is given specifying the nature of the default. Such right of termination shall not be exclusiveof any other remedies or means of redress to which the party providing such notice may be lawfully
entitled, and all such remedies shall be cumulative.
13.4 In the event that any Event of Bankruptcy occurs, then SD Association or Licensee
may give notice to the offending party terminating this Agreement and this Agreement shall beterminated in accordance with the notice. An "Event of Bankruptcy" occurs if:(i)a decree or order by a court having jurisdiction in the premises has beenentered adjudging a party as bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, readjustment, arrangement, composition, winding up or similar relief for a party
under any applicable statute, or a decree or order of a court having jurisdiction in the premises forthe appointment of a liquidator, receiver, administrator, trustee or assignee in bankruptcy or
insolvency or other similar person or official of a party or of a substantial part of the property, orfor the winding up or liquidation of the affairs of such party has been entered and remains unstayed;or if any substantial part of the property of a party has been sequestered or attached and has notbeen returned to the possession of a party or released from such attachment within fourteen (14)days thereafter; whether any such act or event occurs in the United States, or any foreign country,
subdivision thereof, or any other jurisdiction; or(ii)
if the other party becomes the subject of a voluntary or involuntary petition
in bankruptcy or any similar proceeding relating to insolvency, receivership or reorganization andif such petition or proceeding is not dismissed within sixty (60) days of filing. If such proceeding
is involuntary and is contested in good faith, this Agreement shall terminate only after the passage
of one hundred twenty (120) days without the dismissal of such proceeding.
13.5 This Agreement shall automatically terminate in the event that Licensee's
membership in the SD Association terminates or expires for any reason.
13.6 Termination or expiration of this Agreement shall have no effect on and Licensee
shall remain fully liable for all outstanding fees, if any, owed to SD Association hereunder. The
provisions set forth in Sections 7, 8, 10, 11.3, 12, 13.2, 13.6 and 14 and Schedule C, shall survive
any termination or expiration of this Agreement in perpetuity. The termination or expiration of thisAgreement shall have no effect on the Licensee's obligation to comply with the provisions of SD
Association Intellectual Property Policy, including without limitation the survival provisions
thereof.

Final 230830

14

14.

Miscellaneous

14.1 Licensee agrees that it has no right to bring any actions for unauthorized use or
infringement of any of the SD Association Specifications. Licensee will promptly notify SD
Association should it learn of any such potential unauthorized use or infringement. In any suit or
action brought against Licensee that challenges or concerns the validity of any right granted by SD
Association hereunder, SD Association shall have the option, at its own expense, to assume thedefense of any such right granted by SD Association.
14.2 The performance by SD Association and Licensee of their respective obligations
hereunder shall be conditioned upon and subject to the receipt of all necessary export approvals
required by and all restrictions or conditions imposed by any relevant government.
14.3 This Agreement and the rights granted hereunder shall be personal to Licensee andshall not be assigned (whether by operation of law, sale of substantially all the assets of theLicensee, or otherwise), pledged, divided or otherwise encumbered in any way, without the priorwritten approval of the SD Association which shall not be unreasonably withheld in the case of anassignment to a member of the SD Association. Any purported assignment in violation of theseprovisions shall be a material breach of this Agreement and be deemed null and void. Licensee
shall not have the right to sublicense any rights granted hereunder. SD Association shall have theright to assign this Agreement, at any time during the term thereof, to any other party which
succeeds SD Association in their function as the licensor of the SD Association Specifications,
upon reasonable prior written notice to Licensee. This Agreement shall inure to the benefit of theparties hereto and their permitted successors and assigns.
14.4 Wherever provision is made in this Agreement for the giving of any notice, such
notice shall be in writing and shall be deemed to have been duly given if mailed by first class mail,postage prepaid, addressed to the party entitled to receive the same, or delivered personally to suchparty, or sent by facsimile transmission, or sent by electronic mail, or sent by courier,
if to SD Association, to:
SD Card Association
5000 Executive Parkway, Suite 302
San Ramon, CA 94583
Attention: Stan Moyer, Executive Director SD Card Association
Telephone: +1 (925) 275-6615
Fax: +1 (925) 275-6691
Email: sdcard ed@inventures.com AND
With copy to:
DLA Piper LLP (US)
Legal Counsel for SD Card Association
2000 University Avenue
Palo Alto, CA 94303-2248
Attention: Chris Stevenson

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15

Fax: +1 (650) 687-1228
Email: Chris.Stevenson@dlapiper.com
And if to Licensee, to:Address:
Attention:
Telephone:
Fax No.:Email:or to such other address, in any such case, as any party hereto shall have last designated bynotice to the other party. Notice shall be deemed to have been given on the day that it is sodelivered personally or sent by facsimile transmission and the appropriate answer back or
confirmation of successful transmission is received or, if sent by courier, shall be deemed tohave been given two (2) business days after delivery by the courier company, or if mailed, ten(10) business days following the date on which such notice was so mailed.
14.5 THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUEDACCORDING TO THE LAWS OF THE STATE OF CALIFORNIA, AS IF THIS AGREEMENTWERE WHOLLY EXECUTED AND WHOLLY PERFORMED WITHIN SUCH STATE, AND
WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. THE
PREVAILING PARTY IN ANY DISPUTE WITH RESPECT TO THIS AGREEMENT SHALL
BE ENTITLED TO RECEIVE ITS REASONABLE AND DOCUMENTED FEES AND COSTS,INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES. THE PARTIES AGREE THATTHE UNITED NATIONS CONVENTION ON CONTRACTS ON THE INTERNATIONAL
SALE OF GOODS SHALL NOT APPLY TO THIS AGREEMENT.
14.6 ALL DISPUTES BETWEEN THE PARTIES HERETO ARISING OUT OF OR
IN CONNECTION WITH THE INTERPRETATION OR EXECUTION OF THISAGREEMENT, SD ASSOCIATION'S LICENSING OR LICENSEE'S USE OF THE SD
ASSOCIATION SPECIFICATIONS, SDA APPLICATIONS, SDA PICTOGRAPHS, AND SDAAPPLICATION DESIGNATIONS SHALL BE FINALLY SETTLED BY THE FEDERAL OR
STATE COURTS LOCATED IN THE COUNTY OF SANTA CLARA IN THE STATE OFCALIFORNIA; AND EACH PARTY TO THIS AGREEMENT HEREBY: (i) IRREVOCABLYCONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR THE
RESOLUTION OF SUCH DISPUTES; (ii) IRREVOCABLY CONSENTS TO THE SERVICEOF PROCESS OF SAID COURTS IN ANY SUCH DISPUTE BY PERSONAL DELIVERY OR
MAILING OF PROCESS BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, AT
THE RESPECTIVE ADDRESS SET FORTH IN SECTION 14.4 ABOVE; (iii) IRREVOCABLY
WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE
OF ANY SUCH ACTION OR PROCEEDING IN SUCH COURTS OR TO THE
CONVENIENCE OR INCONVENIENCE OF CONDUCTING OR PURSUING ANY ACTION
OR PROCEEDING IN ANY SUCH COURT; AND (iv) IRREVOCABLY WAIVES ANYRIGHT TO A TRIAL BY JURY REGARDING THE RESOLUTION OF ANY DISPUTES

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16

BETWEEN THE PARTIES HERETO ARISING OUT OF OR IN CONNECTION WITH THISAGREEMENT.
14.7 This Agreement sets forth the entire agreement and understanding between theparties as to the subject matter hereof and merges all prior discussions between them and neitherof the parties shall be bound by any conditions, definitions, warranties, waivers, releases orrepresentations (either expressed or implied) with respect to the subject matter of this Agreement,
other than expressly set forth herein (including the schedules hereto as amended from time to time
during the term as set forth in this Agreement), or as duly set forth on or subsequent to the datehereof in writing signed by a duly authorized representative of the party to be bound thereby;
provided that any changes to Schedules A, C or D shall not require execution by Licensee, andchanges to Schedule B shall not require execution by the SD Association.
14.8 This Agreement may be executed in counterparts, including by electronic signature,
pdf or facsimile, each of which will be deemed an original, but all of which will constitute one andthe same document. Faxed, pdf or electronic signatures shall have the same effect as original
signatures. A facsimile, pdf or other reproduction of this Agreement may be executed by one ormore Parties to this Agreement, and an executed copy of this Agreement may be delivered by one
or more Parties to this Agreement by facsimile, e-mail or similar electronic transmission device
pursuant to which the signature of or on behalf of such Party can be seen, and such execution anddelivery shall be considered valid, binding and effective for all purposes.
[Signature Pages to Follow]

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17

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized representatives as of the Effective Date.
SD CARD ASSOCIATION ("SDAssociation")("Licensee")By (Sign)

By (Sign)

Stan Moyer
Name (Print)

Name (Print)

SDA Executive Director
Title

Title

Date

Date

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18

SCHEDULE A
SD ASSOCIATION SPECIFICATIONS
1. MATERIAL REVISIONS TO THE SD GROUP SPECIFICATIONSPart 1 Physical Layer
Physical Layer
Physical 7.10-6.00 Supplementary NoteseSD Addendum
Extended Security Addendum
Low Voltage Interface
Low Voltage Interface Test Guideline
microSD Addendum
microSD Ver 7.10 Supplementary Notes
miniSD Addendum
NFC Interface Addendum
OTP Memory Card Addendum
Standard Size SD Card Mechanical Addendum
UHS-II Addendum
UHS-II PHY Test Guideline
UHS-II Protocol Test Guideline
UHS-II Ver2.00 Supplementary Notes
Physical Version 4.20 Test Guideline for Host
Physical Version 9.00 Test Guideline for Card

9.00
3.00
2.10
1.00
1.00
1.00
7.20
1.00
2.01
1.00
1.00
8.00
2.00
2.00
1.00
1.00
1.00
1.00

Feb 10, 2022
Mar 18, 2020
Nov 25, 2008
Feb 10, 2022
Feb 27, 2017
May 07, 2018
Jun 12, 2022
Oct 28, 2019
Mar 27, 2008
Apr 18, 2013
May 12, 2008
Mar 18, 2020
Feb 27, 2017
May 08, 2018
Jul 14, 2014
Jun 12, 2018
Aug 10, 2016
Aug 22, 2022

Part 02 File System
File System
Application Notes
File System 7.00 Test Guideline

7.00
1.00
1.00

Jun 12, 2018
Sep 01, 2002
May 08, 2019

7.00
2.00

Jun 12, 2018
Dec 03, 2018

1.01
1.00
1.01
1.02
1.03
1.04
1.00
1.00
1.01
1.00
1.00
1.10

Apr 15, 2001
Jun 15, 2001
Jan 01, 2002
Mar 03, 2005
May 09, 2006
Jan 15, 2007
Sep 01, 2000
Jan 01, 2002
Jan 15, 2007
Mar 03, 2005
Apr 17, 2006
May 01, 2002

Part 03 Security
Security (SD Specifications Part 3)
Security 7.00-4.00 Supplementary Notes
Part 04 Audio [SDA Application for Audio]
Audio Specification
Supplementary Notes 1
Supplementary Notes 2
Supplementary Notes 3
Supplementary Notes 4
Supplementary Notes 5
EMD Extension Addendum for Ver1.01
EMD Extension Application Notes
EMD Extension Version 1.00 Supplementary Notes
EMD Extension Version 1.00 Supplementary Notes
AAC Bitrate Application Notes
Audio Version 1.01 Test Specification[Note: Part 04 Audio Specification, Version 1.01 Apr 15, 2001 is provided by the SD Association
but must be licensed for use by Licensee from the SD Group or its licensee, the 3C-LLC]

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19

2.

SD APPLICATION SPECIFICATIONSPart 5: Picture Specification [SDA Application for Picture]
PicturePicture Version 1.02 Supplementary
Note
Picture Test Specification

1.02
1.00
1.00

Feb 01, 2003
Jan 30, 2007
Oct 20, 2001

1.00
1.01
1.10

Sep 20, 2000
Mar 03, 2005
Feb 20, 2003

Part 6: Voice Specification [SDA Application for Voice]
Voice
Voice Version
Voice Version

1.00Supplementary Notes
1.00Test Specification

Part 7: pDocument Specification [SDA Application for pDocument]
pDocument
pDocument Version 1.00 Test Specification

1.00
1.00

Oct 20, 2000
Aug 20, 2001

Part 8: Video Specification [SDA Application for Video]Video Common Book
Four Video Profiles Addendum
SD Video Ver1.10 Test Specification
H.264 Mobile Video Profile Addendum
SD-Video H264 Test Specification
ISDB-T Mobile Video Profile Addendum
SD-Video ISDB-T Test Specification
MP4/H.264 HD Video Profile Addendum
MP4/H.264 HD Video Profile Ver1.00 Supplementary Notes
MP4/MPEG-4 HD Video Profile Addendum
PS HD Video Profiles Addendum
TS HD Video Profiles Addendum
VC-1 Mobile Video Profile Addendum
Application Notes for Data Renewal

1.31
1.10
1.00
1.10
1.01
1.20
1.03
1.00
1.00
1.00
1.00
1.00
1.00
1.00

Jan 05, 2011
Aug 28, 2006
Feb 02, 2003
Jan 05, 2011
Nov 24, 2011
Mar 27, 2008
Nov 12, 2009
May 12, 2008
Apr 16, 2009
Apr 16, 2009
Mar 27, 2007
Mar 27, 2007
Mar 27, 2007
Feb 26, 2007

Part 9: PIM Specification [SDA Application for PIM]
PIM
PIM Version 1.00 Test Specification

Final 230830

1.00
1.00

20

Mar 20, 2001
May 20, 2002

Part 10: Image Specification [SDA Application for Image]

Image
Image Version 1.00 Test Specification

1.00
1.00

Aug 20, 2001
Mar 20, 2002

Part 11: ePublish Specification [SDA Application for ePublish]
ePublishePublish Version 1.00 Test Specification

1.01
1.00

Aug 20, 2003
May 20, 2002

1.00
1.00
1.00

Feb 20, 2003
Mar 01, 2003
Aug 20, 2002

Binding
1.01
Binding Ver1.00 Application Notes 1 for Service Providers 1.00
Binding Ver1.00 Application Notes 2
1.00

Jun 10, 2005
Oct 01, 2003
Mar 02, 2005

Part 12: Sound Specification [SDA Application for Sound]
Sound for MIDI
Sound Version 1.00
Sound Version 1.00

Application Notes
Test Specification

Part 13: Binding Specification [SDA Application for Binding]Part 14: Map Specification [SDA Application for Map]
Map

1.00

Feb 20, 2004

Part 15: SD Separate Delivery Specification [SDA Application for Separate
Delivery]Separate Delivery
Audio Profile Addendum
eBook Profile Addendum
Video Profile Addendum

1.31
1.10
1.20
1.20

Oct 22, 2012
Nov 05, 2008
Oct 22, 2012
Oct 20, 2010

3.0

Mar 26, 2018

Part 4-15: Applications

Supplementary Notes for Parts 415

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21

3.

SD EXTENSIONSPART A1: ADVANCED SECURITY SD EXTENSION
Advanced Security SD Extension

3.00

Feb 20, 2012

7.00

Aug 27, 2020

1.00
1.00

May 12, 2008
Nov 05, 2008

1.01

Apr 18, 2013

PART A2: STANDARD HOST cONTROLLER
Host Controller
PART A3: ADVANcED SEcURiTY
ASSD SDA CoreOMA SRM Addendum
PART A4: DATA PROTEcTiON SYSTEMDPS Specification
PART A5: SD EXTENSIONS API
SD Extensions API
SD Extensions API Version 1.00

Test Guideline

1.00
1.00

Sept 22, 2016
Jun 30, 2017

PART E1: SDIO CARD
SDIO
SDIO Ver1.00
SDIO Ver1.00

TestSpecification for Card
TestSpecification for Host

4.10
1.00
1.00

Sept 16, 2014
Sep 09, 2003
Sep 09, 2003

PART E2: BLUETOOTH®* TYPE A CARD
SDIO Bluetooth Type A
SDIO Bluetooth Type A Test Specification

1.00
1.00

PART E3: BLUETOOTH®* TYPE B CARD
SDIO Bluetooth Type B
SDIO Bluetooth Type B Supplementary Notes
SDIO Bluetooth Type B Test Specification

1.00
1.00
1.00

PART E4: GPS CARD

Aug 25, 2003
Mar 03, 2005
Aug 20, 2003

May 07, 2004
1.00

SDIO GPS

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Aug 08, 2003
Aug 01, 2003

22

PART E5: CAMERA CARD
SDIO Camera
SDIO Camera Version 1.00 Application Notes
SDIO Camera Version 1.00 Test Specification

1.00
1.00
1.00

Feb 02, 2003
Feb 02, 2003
Feb 01, 2003

1.00

Aug 08, 2003

1.10
1.00
1.00
1.10

Sept 18, 2013
Sept 22, 2014
Sept 22, 2014
Sept 18, 2013

2.00
1.01
1.00
1.00
1.00
1.00

Feb 25, 2011
Aug 10, 2012
Sep 03, 2006
Dec 28, 2007
Jan 14, 2006
May 09, 2006

PART E6: PHS CARD
SDIO PHSPART E7: INTELLIGENT SDIOiSDIO SpecificationiSDIO Version 1.10 Supplementary Notes
TransferJet Addendum
Wireless LAN Addendum
PART H2: GUIDELINES FOR HOST IMPLEMENTATION
File Directory Configuration Guideline
Registered Directory List
OMA DRM Addendum
Host Implementation Guideline
SD-ATA Interface Implementation Guideline
Speed Class Implementation Guideline

4. Any and all additional parts or revisions to the SD Association Specifications or SD GroupSpecifications that SD Association makes available to Licensee pursuant to thisAgreement.
{*Note: Bluetooth is a registered trademark of Bluetooth SIG, Inc. No rights or licenses
are granted by SD Association in or to such marks and, to the extent Licensee uses suchmark, Licensee is solely responsible for acquiring all necessary rights in such mark fromBluetooth SIG, Inc.}

Final 230830

23

SCHEDULE A-1
SDA Pictographs
1.

Speed Class Pictographs
Speed Class

Option-1

Option-2Class 2

Class 4

Class 6Class 10

2.

UHS Bus Pictograph
UHS Bus TypeUHS Bus Pictograph

UHS- I

UHS-II

UHS-III

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24

3.

UHS Speed Class Pictographs

UHS Speed Classes

Pictographs

Class 1

Class 3

4.

Video Speed Class Pictographs
Video Speed Class Pictographs

Video Speed Classes
Video Speed Class 0

Short Version

Long Version

No Video Speed Class Pictograph shall be
indicated.

Video Speed Class 6

Video Speed Class 10

Video Speed Class 30

Video Speed Class 60

Video Speed Class 90

Final 230830

25

5.

SD Application Format Pictographs

6.

Smart Pictographsmart Pictograph

S
M
A
R
T
7.

Wireless LAN SD Pictographs

Wireless
LAN SD
types

Option-1

Option-2

Type-W

Type-D

Final 230830

26

Type-P

TypeWD

TypeWP

Final 230830

27

8.

Application Performance Class Pictographs

Application Performance Class Pictographs
Application
Performance Class
Short Version

Long Version

Application
Performance
Class 1 (A1)

Application
Performance
Class 2 (A2)9.

Low Voltage Signaling Pictographs
Low Voltage Signaling Pictographs

Short Version

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Long Version

28

Final 230830

29

10.

Non-CPRM Pictograph
Non-CPRM Pictograph

11.

SD Express Bus Pictographs

Option 1: Short Version

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Option 2: Long Version

30

SCHEDULE B
List of Authorized Licensed Affiliates as of:
Date("Licensee")By (Sign)
Name (Print)
Ti t l e
Date

Final 230830

31SCHEDULE C
VERIFICATION PROCEDURE
1.
Licensee shall, before the initial shipment of each different model of SD Products, finish
self-verification on such products in accordance with SD Specifications provided by SD
Association and in accordance with procedures set forth herein.
2
If, in its reasonable judgment, the results of the verification at its own facility are that such
SD Products do not comply with the applicable SD Specifications, Licensee shall modify the noncompliant products so as to comply and verify that such modified products are compliant before
shipment.
3.
Licensee shall keep records of the verification conducted at its own facility for at least two(2) years after the discontinuation of production of the relevant model.
4.1 If requested by the SD Association Compliance Committee pursuant to Section 4.3 of themain terms and conditions of this Agreement, Licensee shall immediately submit one (1) sample of
SD Product (except prototypes), as the case may be, which the SD Association Compliance
Committee suspects to be non-compliant with the applicable SD Specifications and the Licensee's
verification records for such products, to a laboratory designated by Licensee from among the list
then provided by the SD Association Compliance Committee ("Designated Laboratory").
4.2

The Designated Laboratory shall inform the SD Association Compliance Committee andthe Licensee of the result of the verification. If the result of the verification is that, in thesole reasonable judgment of the SD Association Compliance Committee, such sample
product does not comply with the applicable SD Specifications, the SD Association
Compliance Committee shall have the right, after explaining the reasons for failure, torequest that Licensee modify the non-compliant product so as to comply, and submit one(1) sample of such modified product to a Designated Laboratory within a reasonable periodof time. Upon request by the SD Association Compliance Committee, Licensee shallpromptly provide information for the Designated Laboratory to trace the cause of such noncompliance with the applicable SD Specifications.

4.3

If, (a) as the result of the second verification in the sole reasonable judgment of the SD
Association Compliance Committee the sample product still fails to comply with theapplicable SD Specifications, or (b) Licensee fails to submit a modified product within such
period set forth in Section 4.2 of this Schedule C, the SD Association Compliance Committee,
in its sole reasonable discretion, shall have the right, after explaining the reasons for failure,
either to request that Licensee further modify the product and submit such further modified
product to a Designated Laboratory, or to declare and inform Licensee of a final failure toconform to the applicable SD Specifications ("Final Failure").

4.4

Licensee or SD Association, as applicable as described below, shall pay to the DesignatedLaboratory a verification fee as charged by the Designated Laboratory, according to thefollowing conditions:(a)

In all cases, Licensee shall pay the verification fee for the first submission of a particularsample product to the Designated Laboratory pursuant to Section 4.1 of this Schedule C.

Final 230830

32

(b)

If Licensee's sample product has previously passed the Designated Laboratory's verification
procedure, and SD Association subsequently requires the same sample productto be submitted a second time pursuant to Section 4.1, and the same sample product:(i) fails the verification procedure, then Licensee shall pay the verification fee.
(ii) passes the verification procedure, then SD Association shall pay
the verification fee.

(c)
In all cases, Licensee shall pay the verification fee for any submission of a particularsample product to the Designated Laboratory pursuant to Sections 4.2 or 4.3 of this Schedule C.
The transportation fees for any submission and return of Licensee's SD Product sample ortest results shall in all cases be borne by Licensee.
5.
All test results, product samples and other information submitted by Licensee to the SD
Association and Designated Laboratory in compliance with the verification procedure shall betreated as confidential information of Licensee and shall not be disclosed by the SD
Association and Designated Laboratory to any third party or used for any other purpose otherthan for verification purposes as defined in this Schedule C.

Final 230830

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SDA IP Policy

SCHEDULE D
SD ASSOCIATION INTELLECTUAL PROPERTY POLICYThis Intellectual Property Policy ("IP Policy") is designed to state clearly the expectation of the SD Card
Association ("SDA"), with regard to any individual member company's ("Member") intellectual property as
well as the intellectual property of the SDA, 3C Members (as defined below) and the SD-3C, LLC,
respectively.
The SDA strives to establish high quality specifications that can be implemented in a compliant manner by
any interested party.
The SDA Board of Directors (“Board”), or its delegates, shall have the responsibility of determining
Members' compliance with this IP Policy. By joining or continuing to participate in the SDA, each Member
agrees to abide by the terms of this IP Policy including with respect to any Adopted Specifications (asdefined below) which were adopted prior to or during its membership. Members failing to abide by this IP
Policy are subject to expulsion from the SDA.
1.

TYPE OF SPECIFICATIONS“Specification” as used herein means and includes one or more sets of requirements (each set identified
by a number or letter-number combination “Specification Part”) that is a new version 1.0 or is a modificationor amendment to an existing Specification Part and designated as subsequent version thereto such asversion 1.01, 1.1 or 2.0 and following (each a “Version”) and wherein a Specification is either a Technical
Specification or Addendum, Notes, Guideline, Test Specification, or Simplified Specification of a Technical
Specification (as specified in the Specification Matrix and made available on the secured Member Site athttps://members.sdcard.org/matrix/members). For purposes of this IP Policy, references to Specifications
exclude third party standards incorporated in whole or in substantial part into Specifications or merelyreferred to in Specifications. For clarity, Specification includes but is not limited to SD Specifications.

“SD Specifications” are:(a) each Version of the Part 01 Physical Layer, the Part 02 File System, the Part 03 Security, the Part
04 Audio Application, the Part 05 Picture Application, the Part 06 Voice Application, the Part 07
pDocument Application, the Part 08 Video Application, the Part 09 PIM Application, the Part 10
Image, the Part 11 ePublish Application, the Part 12 Sound Application, the Part 13 Binding
Application, the Part 14 Map Application, the Part 15 SD Separate Delivery, the Part A1
Advanced Security SD Extension, the Part A2 Standard Host Controller, the Part A3 Advanced
Security, the Part A4 Data Protection System, the Part A5 SD Extension API, the Part E1 SDIO
Card, the Part E2 Bluetooth Type A Card, the Part E3 Bluetooth Type B Card, the Part E4 GPS
Card, the Part E5 Camera Card, the Part E6 PHS Card, and the Part E7 Intelligent SDIO, (eachVersion of a Part known as a “SD Technical Specification”) (collectively known as “SD
Technical Specifications”);(b) each Version of Addendum, Notes, Guideline, Test Specification or Simplified Specification of a
SD Technical Specification (“SD Technical Support Specification”)(collectively known as “SD
Technical Support Specifications”); and(c) each Specification or Specification Part that implements or incorporates any portion of the SD
Technical Specifications or any portion of the SD Technical Support Specifications. The SD
Technical Specifications and the SD Technical Support Specification are available on the secured
Member Site at https://members.sdcard.org/matrix/members .

Approved by Board March 22, 2023

34

SDA IP Policy"Proposed Specifications" are those Specifications that have not yet been formally adopted by the SDA
and which remain subject to review and comment by Members during specified periods of time.
On the other hand, "Adopted Specifications" are those Specifications that have gone through the formal
process of being adopted by the SDA as part of the standard. Subject to agreement on certain terms,
Adopted Specifications may be licensed for commercial purposes.
For purposes of this IP Policy, unless otherwise specified references to "Specifications" shall mean
Proposed Specifications and Adopted Specifications collectively.
2.

PATENTSThe following terms shall have the following meanings:“Essential Patent Claim(s)” means Patent Claims which are required to implement the Adopted
Specification or portions thereof.

“Patent Claims” means the claims of a patent whether issued and existing or pending which are owned
and under the control of such party.
Subject to the provisions of Section 5, each Member must be prepared to license in a non-discriminatory
fashion, and on reasonable terms, to all other Members and non-member licensees (collectively,"Licensees"), such Member's Essential Patent Claims. If a Member desires to incorporate any changes to
the Specifications (whether intellectual property rights in those changes are owned by such Member or athird party), then such changes will not be incorporated into the Specifications unless such Member or thethird party likewise agrees to license any Essential Patent Claims, as the case may be, that cover suchchanges on the same terms as described in this Section 2.
Licensing rights that include granting the SDA the right to sub-license, directly or through other licensing
entities, and licensing at zero cost to Members, are the terms considered to be most desirable by the SDA.
The licensing commitments made by Member under Section 5 of this IP Policy shall be interpreted asencumbrances that bind all successors-in-interest, including without limitation any third party in connection
with the sale, assignment or other transfer by a Member of Essential Patent Claim(s). Furthermore, any
Member who has submitted a License Assurance / Disclosure Form and who transfers ownership of such
Essential Patent Claim(s) shall comply with the terms of such License Assurance / Disclosure Form withrespect to such transfer. Without waiving the obligations set forth therein, the licensing commitments madeby Member shall be interpreted as binding on successors-in-interest and transferees regardless of whether
Member or its successors-in-interest comply with the transfer terms of such License Assurance / Disclosure
Form.
Certain exceptions apply to the licensing requirement stated in this Section 2. A Member will not be required
to license or continue to license its Essential Patent Claims to a Licensee if: (i) such Licensee does notagree to grant back a license to all other Licensees under such party's Essential Patent Claims on terms
and conditions comparable to those contained in the license granted by the Member and/or (ii) such
Licensee has commenced or has threatened to commence patent litigation on an Essential Patent Claimagainst such Member while such patent litigation or dispute is continuing relating to products compliant with
the Adopted Specifications.

Approved by Board March 22, 2023

35

SDA IP Policy

3.

COPYRIGHTS

Copyrighted material submitted by a Member for inclusion in a Specification (“Submitted Material”) must
include at the time of submittal a non-exclusive, perpetual, irrevocable, sub-licensable (through multiple
tiers), royalty free, worldwide license to the SDA to use, reproduce, modify, prepare derivative works of,
distribute, publicly display and/or perform the Submitted Material and/or any derivative thereof. The
Member (on behalf of itself and any employees, contractors, consultants or agents involved in the creationof such Submitted Material) hereby waives and agrees not to assert any and all moral rights, including,
without limitation, any right to identification of authorship or limitation on subsequent modification in such
Submitted Material. The Member represents and warrants that to its knowledge (a) no information in such
Submitted Material is confidential (except as such material may be incorporated in the Specifications as
set forth in Section 6 of this IP Policy) and that the SDA may freely disclose such information, (b) there areno limits to the Member’s ability to make the grants, acknowledgements and agreements herein, and (c)the Member has not included in the materials any information which is defamatory, untrue or which isillegal under the laws of the jurisdiction in which the Member has its principal place of business. SDA shallown the copyright in Adopted Specifications, subject to the underlying copyright rights of the submitting
Member in the Submitted Material, provided that, except as expressly granted herein or otherwise
expressly made available by SDA for all Members, the submitting Member shall have no rights, whether
expressly, or by implication, estoppel or otherwise, in such Adopted Specification, including without
limitation the modifications made to Submitted Material by the SDA and/or its working groups orcommittees and/or other materials combined or collected with such Submitted Material. Any publication of
an Adopted Specification shall contain an appropriate copyright notice in the name of SDA and its licensors(and in the case of specifications incorporating portions of the Initial Specifications, the 3C Members as
such terms are defined below), without further identification or attribution to the submitting Member.
Notwithstanding the foregoing, the copyrights in Parts 1-4, Versions 1.0 and 1.01 of the Adopted
Specifications (Parts 1-4, Version 1.0 and 1.01 of the Adopted Specifications being known as “Initial
Specifications”) shall be owned by Panasonic Corporation, SanDisk LLC and KIOXIA Corporation(collectively, the "3C Members") and licensed by SD-3C, LLC under the terms of the SD Host/Ancillary
Product License Agreement and/or the SD Card License Agreement. Initial Specifications are madeavailable on the secured Members Site at https://members.sdcard.org/members.
4.

TRADE SECRETS

With respect to information disclosed by any Member to the SDA or during any SDA Meeting to any otherMember relating to SDA matters, such information shall be non-confidential and treated as such by the SDA
and other Members, unless otherwise covered by Section 6 below. As used herein the term “SDA Meeting”
means an SDA general session, e-mail reflector communication, working group meeting or other SDA
meeting held in any manner (e.g. in person, teleconference or otherwise). With respect to Submitted
Material, the Member who submitted such material may continue to use and disclose such material, except
as part of any Adopted Specification and except for the derivative works created by the SDA.
Each Member grants to SDA a perpetual, irrevocable, royalty free, non-exclusive, worldwide license to any
information, trade secret or know-how of such Member that has been provided by such Member andincorporated into any Specifications, to issue and license such Specifications to Licensees pursuant toterms and conditions, and to otherwise use and disclose (subject to the prior consent of the SD-3C, LLC
with respect to the Initial Specification such Specifications, as determined by the Board. Each Member
waives the right to receive compensation (for example, a share of the license fee or administration fee, ifany), that may be received from Licensees for the Specifications into which such information, trade secrets
or know-how of the Member has been incorporated.
Notwithstanding the foregoing, any trade secrets in the Initial Specifications shall be owned by the 3C
Members and licensed by SD-3C, LLC under the terms of the SD Host/Ancillary Product License Agreement

Approved by Board March 22, 2023

36

SDA IP Policy

and/or the SD Card License Agreement. Initial Specifications are made available on the secured Members
Site at https://members.sdcard.org/members.
5.

DISCLOSURE POLICYWhen considering whether proprietary technology should be included in the Specifications, the SDA
balances the benefits of such technology with the burden of compliance with licensing requirements. As
such, any Member making a Contribution (as defined below) to a Specification shall disclose, at the time ofsubmittal, all known proprietary intellectual property rights included in the Contribution and shall provide to
the SDA a completed License Assurance / Disclosure Form either (i) at the time such Contribution is madein written form, or (ii) within twenty (20) days after an oral Contribution is memorialized in written
documentation as set forth below. As used herein, the term “Contribution” means any Submitted Material,
proposal, suggestion, or other submission offered by a Member in the process of developing a Specification
for the purpose of incorporating such Submitted Material, proposal, suggestion, or other submission into aSpecification, provided that such Submitted Material, proposal, suggestion, or other submission either (a)exists in a tangible form of expression (including in electronic media); or (b) is a verbal statement that ismemorialized in written documentation (such as a Proposed Specification, Submitted Material or meeting
minutes) and is either confirmed or not objected to by such Member within twenty (20) calendar days after
its receipt of or access to such memorialization, including without limitation via posting on the SDA website.
For avoidance of doubt, unless and only to the extent that a Member making a Contribution timely objects
to the memorialization of an oral Contribution as set forth above, such Member making a Contribution shallbe deemed to have agreed to license any and all Essential Patent Claim(s) that implement such
Contribution, alone or by combination of the Contribution with an Adopted Specification, in a nondiscriminatory fashion, and on reasonable terms, without the opportunity to withdraw as set forth below,
provided that such Adopted Specification was the subject of the development effort for which theContribution was submitted or within the same general scope of such development effort (“Relevant
Specification”).
Each Member that formally joins the subgroup of the Technical Committee involved in the development
or revision of Specifications (“TC Subgroup”) as a listed participant (hereinafter “Registered
Participant”) shall be deemed to have agreed as a condition of such participation to license in a non discriminatory fashion, and on reasonable terms, to all other Licensees, such participant’s Essential
Patent Claims with respect to any resulting Adopted Specification(s) without the ability to withdraw fromsuch commitment as set forth below. Each Member that is not a Registered Participant that attends (inperson or by telephone) more than one (1) meeting of the TC Subgroup within a one-year period(“Unregistered Participant”) shall be deemed to have agreed as a condition of such participation tolicense in a non-discriminatory fashion, and on reasonable terms, to all other Licensees, suchparticipant’s Essential Patent Claims with respect to any resulting Adopted Specification(s), unless andonly to the extent such Unregistered Participant submits a License Assurance / Disclosure Form
indicating its unwillingness to license on such terms and formally withdraws from participation within areasonable time of the formulation of a Proposed Specification but in no event later than thecommencement of the Notice Period as defined below (“Early Notification and Withdrawal”).
All Members of the SDA are encouraged to disclose all known proprietary intellectual property rights in a
proposal for a Specification by completing the License Assurance / Disclosure Form as soon as it comes totheir attention. (Disclosure by itself does not diminish any ownership rights in the proprietary technology or
associated intellectual property rights).
Disclosure of Essential Patent Claims under this Section 5 shall mean the following: (a) with respect toissued patents, the patent holder name, address and intellectual property rights contact person; name ortitle of the patent; the patent number; the date of filing and the date of issuance; the jurisdiction of issuance,(b) with respect to published applications, the patent holder name, address and intellectual property rights
contact person; name or title of the patent; the patent application number; the date and jurisdiction of filing,

Approved by Board March 22, 2023

37

SDA IP Policyand (c) with respect to unpublished pending application, disclosure merely of the existence of such
unpublished application(s), provided that in the event the patent application holder does not indicate its
willingness to license in a non-discriminatory fashion, and on reasonable terms, to all Licensees, suchpatent application holder must identify the portion(s) of the Proposed Specification on which such Essential
Patent Claims(s) read(s). Nothing herein precludes broader disclosure of unpublished patent applications
on a voluntary basis or pursuant to a non-disclosure agreement. If any disclosed patent or patentapplication contains Essential Patent Claims which, if licensed, would require a payment of royalties orother material consideration to an unaffiliated third party, the Member must also highlight this fact in its
disclosure statement.
When a formal written recommendation is published to all the Members in accordance with Section 10.1 (a)of the then current adopted version of the Bylaws of the SD Card Association (“SDA Bylaws”) and to allnonmember licensees, each Licensee will be required to disclose to the SDA's Technical Committee all of
its Essential Patent Claims that to its knowledge are required to implement the Proposed Specifications
recommended by the Technical Committee, such notice to be given within sixty (60) days from the datesuch recommendation is published ("Notice Period"). Licensees making such disclosure shall provide to
the SDA a completed License Assurance / Disclosure Form within the Notice Period.
Notwithstanding anything to the contrary in this IP Policy and except as set forth above for Participants, withregard to Essential Patent Claims required to implement a Proposed Specification, a Licensee is given thefollowing options on licensing by providing to the SDA a completed License Assurance / Disclosure Form
within the Notice Period:(i) agree to license in a non-discriminatory fashion for use in such implementation, on such terms as aredisclosed with such statement, to all Licensees, once the Proposed Specification is adopted by the
SDA; or(ii) agree to license in a non-discriminatory fashion for use in such implementation, upon reasonable terms
and conditions as provided in Section 2 above, with or without charge, to all Licensees once the
Proposed Specification is adopted by the SDA; or(iii) do not agree to license in connection with any or all of the implementations described in the Proposed
Specification, in which case the SDA will not include such Licensee's proprietary technology in theSpecifications.
For avoidance of doubt, a Licensee must agree to license in a non-discriminatory fashion, and on
reasonable terms, such Member's Essential Patent Claims in the following circumstances (a) if it is a
Registered Participant in the TC Subgroup producing such Specification(s), (b) except in the case of Early
Notification and Withdrawal, if it is an Unregistered Participant in the TC Subgroup producing suchSpecification(s), or (c) except as expressly set forth above for timely objection to the memorialization of anoral Contribution, with respect to a Contribution made by such Licensee incorporated into suchSpecification, provided that such Specification is a Relevant Specification. If a Licensee does not provide
such a statement and submit a License Assurance / Disclosure Form before the end of the Notice Period,
the Licensee will be deemed to have agreed to grant nondiscriminatory licenses upon reasonable terms inaccordance with the provisions of this Section 5(ii) above, with or without charge. Upon conclusion of such
Notice Period and pursuant to Section 10.1 of the SDA Bylaws, the Technical Committee may modify the
Proposed Specification in light of such disclosure and resubmit the modified Proposed Specification to the
Licensees for reconsideration.
The IP Policy applies equally to situations involving the Essential Patent Claims that issue or are discovered
after adoption of the Specification. In the event that such additional Essential Patent Claims of a Licensee
come to the attention of such Licensee, such Licensee shall promptly notify the SDA in writing of such rights
by submitting a License Assurance / Disclosure Form and shall make licenses available under such
Essential Patent Claims in a non-discriminatory fashion, and on reasonable terms, to all other Licensees,
Approved by Board March 22, 2023

38

SDA IP Policy

subject to the terms of this IP Policy. Upon becoming a Licensee, a Licensee shall be deemed to haveagreed to license in a non-discriminatory fashion, and on reasonable terms, to all other Licensees, such
Licensee’s Essential Patent Claims in any Adopted Specifications that were adopted prior to becoming a
Licensee. Licensee shall also be deemed to have agreed to license in a non-discriminatory fashion, andon reasonable terms, to all other Licensees, such Licensee’s Essential Patent Claims in any Adopted
Specification that is adopted during the term of Licensee’s membership or license, unless Licensee properly
filed a License Assurance / Disclosure Form indicating option “(iii)” with respect to such Essential Patent
Claims.
Notice is given that the Initial Specifications and other Adopted Specifications incorporating any portion(s) of
the Initial Specifications, contain intellectual property held by the SD-3C, LLC and/or 3C Members licensed by
the SD-3C, LLC through the SD Host/Ancillary Product License Agreement or the SD Card License Agreement(“3C Notice”). The above 3C Notice shall be a sufficient disclosure of Essential Patent Claims for purposesof this IP Policy or during any IP review period to the extent the same Essential Patent Claims are required
for any Proposed Specification incorporating any portion(s) of the Initial Specifications, provided that such
Essential Patent Claims are licensed by the SD-3C, LLC under the terms of the SD Host/Ancillary Product
License Agreement and/or the SD Card License Agreement.
To the extent any other Essential Patent Claims are disclosed against a Specification, information regarding
any parties who have claimed patent rights in the Specification may be obtained from the SDA
Administrative Office (“SDA Office”).
The SDA makes no representation as to the reasonableness of any terms or conditions of the license
agreements offered by such patent rights holders, and all negotiations regarding such terms and conditions
must take place between the individual parties outside the context of SDA. Notice is hereby given, however,that it is also possible that other patent rights that have not been disclosed to the SDA may be implicatedby implementation of or compliance with an Adopted Specification. The SDA is not responsible for
identifying patent claims for which a license may be required in order to implement an Adopted Specification,and takes no position and conducts no inquiries with respect to the legal validity or scope of those patents
or patent claims that are brought to its attention.
6.

NONDISCLOSURE OF SPECIFICATIONS AND OWNERSHIPAs used herein “Confidential Information” means the Specifications (except to the extent disclosed in the
Simplified Specifications posted on the public portion of the SDA Website) and other information, visual, oral
or written, which is designated as confidential during any SDA Meeting or which is disclosed in a SDA
Meeting and a reasonable person would understand to be confidential or proprietary from the context of suchdisclosure. Confidential Information shall be deemed the proprietary and trade secret information of the SDA
and, with respect to the Initial Specifications, the 3C, LLC and/or 3C Members. Members agree to notdisclose Confidential Information to any non-Member, to maintain the confidentiality of such information andto use such information only for the following purposes: (i) to facilitate discussions within the SDA Meetingsor discussions amongst Members during interim periods between such SDA Meetings for the definition,
development and promotion of technical specifications; and (ii) to evaluate the Specifications internally foruse in developing, designing and/or manufacturing possible future products which are compliant with suchSpecifications (the "Purposes").
Members further agree to use at least reasonable care to protect the Confidential Information fromunauthorized use or disclosure. Except as expressly set forth in a License Agreement (as defined below),
this commitment shall include limiting dissemination of the Confidential Information to those employees witha need to know such information to carry out the Purposes and who are bound by written confidentiality
obligations substantially similar to the obligations stated in this IP Policy. Members also agree to comply
with any export laws or regulations regarding a Member's own dissemination of the Confidential Information.

Approved by Board March 22, 2023

39

SDA IP Policy

No license, express or implied, is granted to Members for the Confidential Information other than the
Purposes. Commercial use of the Adopted Specifications requires a separate written definitive license
agreement to be consummated between a Member and the SDA and/or SD-3C, LLC, as appropriate(“License Agreement”). Members agree that both the SDA and, with respect to the SD Specifications, eachmember of the 3C Members and the SD-3C, LLC, shall have standing and rights to enforce their respective
interests in any intellectual property covered by this IP Policy.
Members agree to give the SDA prompt written notice of any unauthorized use or disclosure of theConfidential Information, with verification of receipt. Upon receipt of any such notice, the SDA will take those
steps that it deems appropriate in its discretion in light of the information it receives.
Members agree that the Confidential Information and the Simplified Specification is provided toMembers: (i) on an "AS IS" basis and may have defects or deficiencies that cannot and will not becorrected; and (ii) without any warranties of any kind, express, implied or statutory, including but
not limited to the implied warranties of merchantability, fitness for a particular purpose and noninfringement.
MEMBERS AGREE THAT IN NO EVENT SHALL THE SDA BE LIABLE FOR ANY MONETARY DAMAGES WITH RESPECT TO
ANY CLAIMS RELATED TO, OR ARISING OUT OF, THE CONFIDENTIAL INFORMATION AND/OR THE SIMPLIFIEDSPECIFICATION OR ANY MEMBER'S USE OF THE CONFIDENTIAL INFORMATION AND/OR THE SIMPLIFIEDSPECIFICATION, OR PORTIONS THEREOF, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, EVEN IF THE SDA HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES. IN ADDITION MEMBERS ALSO AGREE THAT IN NO EVENT SHALL THE SD-3C, LLC OR ANY OF
THE 3C MEMBERS BE LIABLE FOR ANY MONETARY DAMAGES WITH RESPECT TO ANY CLAIMS RELATED TO , OR
ARISING OUT OF, THE INITIAL SPECIFICATIONS OR ANY PORTION THEREOF IN THE SIMPLIFIED SPECIFICATION OR ANY
MEMBER'S USE OF SUCH PARTS OR PORTIONS THEREOF IN THE ADOPTED SPECIFICATIONS OR THE SIMPLIFIEDSPECIFICATION, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,
SPECIAL OR PUNITIVE DAMAGES, EVEN IF THE SD-3C, LLC OR ANY OF THE 3C MEMBERS HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.

7.

CONFLICTAny proposals for new Specifications, changes to existing Adopted Specifications and/or any questions or
conflicts regarding the proposals shall be submitted to the SDA Technical Committee for review. Subject tothe authority of the Board as set forth in Section 10.4 of the SDA Bylaws, the Technical Committee canelect whether to accept the proposal for consideration or to reject it by returning it to the submitting Member,
together with formal comments as may be applicable. If rejected, the submitting Member shall be notified
by the Chair of the SDA Technical Committee or the working group thereof through which it was originallysubmitted. If rejected, the proposal and all related proposal inputs shall not be included within the applicable
minutes for that Technical Committee meeting, but the minutes shall include sufficient information todescribe the proposal and results of the discussion thereof including the reason for rejection.
If the Technical Committee fails to decide whether or not a proposal shall be considered, the proposal andapplicable information (including minutes of the pertinent Technical Committee discussion) shall be
submitted to the Board. The Board may elect to accept or reject the proposal for consideration or delegate
further action. Applicable comments and resultant decisions by the Board shall be included in the minutesof their applicable meeting(s) but the proposal itself need not be included.
8.

COMMITTEE AND WORKING GROUP WORK PRODUCTApproved by Board March 22, 2023

40

SDA IP Policy

Participants acknowledge that, subject to the other provisions of this IP Policy, the copyrights and all otherrights in or to the materials produced in or by committees and/or working groups of the SDA (“Work
Product”), including without limitation Specifications and related documentation developed by SDA
committees and/or working groups, is owned by the SDA and SDA may register such copyright in its own
name. Such materials are owned by the SDA as a “work for hire” as set forth in the US Copyright Act. To
the extent that all such rights in Work Product are not vested in SDA as a “work for hire” all such Participants
agree to assign and hereby assign all rights in and to the Work Product to the SDA and further agree totake any actions reasonably requested by SDA to perfect SDA’s ownership in the Work Product, including
execution of additional documents of assignment.
9.

CONSTRUCTIVE NOTICE.

Licensee entities are responsible for insuring that the contact person provided to the SDA Office is correctand complete at all times, including without limitation containing a valid e-mail address for such contact
person. Licensees will be deemed to have received notices and announcements provided pursuant to thisIP Policy, including without limitation commencement of the Notice Period and voting on proposed
Specifications, within 24 hours of distribution by the SDA Office to the most recent e-mail address provided
in writing by such Licensee for its contact person.

10.

GENERAL RIGHTS AND SURVIVAL

Member rights and obligations under this IP Policy may not be assigned or delegated without the priorwritten consent of the SDA.
The provisions of this IP Policy shall survive the termination of SDA membership of any Member as follows:(i) Sections 1, 2, 3, 4, 6, 8, 10, and 11 shall survive in perpetuity; and (ii) the license assurance set forth ina License Assurance / Disclosure Form, and any commitment set forth in this IP Policy to license in a nondiscriminatory fashion, and on reasonable terms, to all other Licensees, such Member’s Essential Patent
Claims, shall survive with respect to (a) any Specification adopted prior to such termination, (b) except as
expressly set forth above for timely objection to the memorialization of an oral Contribution, with respect to
any Contribution made by Member and incorporated into a Relevant Specification or portion thereof,
whether such Relevant Specification is adopted prior or subsequent to such termination, and (c) in the caseof Registered Participants and Unregistered Participants, any Specification proposed in the applicable TC
Subgroup prior to such termination that is subsequently adopted, unless such Member was an Unregistered
Participant that made an Early Notification and Withdrawal in accordance with Section 5. Except as set
forth in the preceding sentence, such provisions shall apply only to Member’s Essential Patent Claims to
the version of the Specification Parts which were (i) disclosed to Members while such Member was amember of the SDA. (“Disclosed Specification Part”), and (ii) not disclosed to Member while such Member
was a member of the SDA (“Undisclosed Specification Part”), but only to the extent that the Disclosed
Specification is subsequently incorporated in whole or in part in the later Undisclosed Specification.
Upon termination of membership, each Member agrees to destroy all copies of the Specifications in its
possession and if the SDA requests, at its option, to certify such destruction.
11.

GOVERNING LAW/ORDER OF PRECEDENCE

This IP Policy will be governed by the laws of the State of California, USA and the federal and state courts
located in California shall have exclusive jurisdiction regarding any matters under this IP Policy.

Approved by Board March 22, 2023

41