NFC FORUM, INC.
INTELLECTUAL PROPERTY RIGHTS POLICY
As approved on June 4, 2015
1.

IPR Generally

1.1

PurposeNFC Forum, Inc. (the "Consortium") has adopted this Intellectual Property Rights Policy(the "IPR Policy") and related rules of procedure (the "Rules of Procedure") in order to minimize
the possibility of inadvertent infringement of the IPR of Members by using or implementing any
Consortium Specifications.
1.2

Applicability

All Members and all Representatives are subject to this IPR Policy and the Rules ofProcedure.
2.

Definitions

Term
Controlled Necessary
ClaimsDraft Specification
Implementers
IPR

MemberNecessarily Infringed

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Definition
Necessary Claims that are owned by a Member and/or by any of its
Related Parties, solely or jointly with any third party, where theMember or Related Party has the right to license or sublicense without
requiring payment of a royalty or other compensation.
A draft version of a Specification.
Those Members and non-Members who desire to use or implement aSpecification.
An abbreviation of "Intellectual Property Rights". As used in this IPR
Policy, IPR means claims in utility and utility model patents and patentapplications and copyrights, but excludes design patents, trademarks
and trade secrets. trademarks, trademark applications and trade secrets
are not included in any Member's licensing obligations.
A Consortium member of any class.
Unavoidable infringement by an implementation of a Specification orpart thereof, there being no technically feasible non-infringing
alternative way to implement the Specification or part thereof without
resulting in such infringement.

Necessary Claims

Participant

RAND
Reciprocity

Related Party

Representative
Scope

Specification

880692.5891040.1

Means those claims under patents and/or patent applications (except
design patents and/or design patent applications) anywhere in the worldthat would be Necessarily Infringed by the implementation of a body ofa Specification and/or by the implementation of a part thereof,
irrespective of whether the implementation of such body of aSpecification and/or a part thereof is stipulated in the said Specification
as optional or mandatory within the bounds of the Scope. Necessary
Claims shall not include (i) any enabling technologies that may benecessary to make or use any product, or portion thereof, but are notthemselves expressly set forth in either the body of the Specification(e.g., semiconductor technology, compiler technology, object oriented
technology, operating system technology, user interface technology,
biometric technology, display technology and the like); (ii) claims otherthan those set forth above even if contained in the same patent or patentapplication; (iii) normative references in the Specification to otherexisting standards and/or specifications; and (iv) or (iv) claims that readsolely on any implementations of any portion of the Specification thatare not within the bounds of the Scope.
Any Member that participates, by any means, in a Member Committee
or Sub-Group as defined in the By-laws of the Consortium inconnection with the development of a Specification.
Reasonable and non-discriminatory.
The requirement that any Member’s obligation to grant licenses under
its Controlled Necessary Claims shall not be effective as to any otherMember or Implementer which does not make its Controlled Necessary
Claims for the same Specification available on reasonable terms to thefirst mentioned Member.
Any entity which controls or is controlled by a Member or which,
together with a Member, is under the common control of a third party,
in each case where such control results from ownership, either directly
or indirectly, of more than 50% of the voting rights in the entity inquestion.
Any individual that acts on behalf of a Member.
The protocols, command sequences, data exchange formats, analog
signaling characteristics, power transfer methods using NFC carrier
frequency, message encoding formats, NFC transmitter/receiverinterfaces, NFC Controller and Device Host interfaces, tools, test
scripts, and device and driver architectures solely to the extent disclosedwith particularity in the Specification, where the sole purpose of suchdisclosure is to define, implement and utilize NFC devices or NFC
Tags as described in such Specification.
A technical specification, and any annexes to such specification, thathas been formally adopted by the Consortium. Unless the context
otherwise requires, any reference to the adoption of a Specification shallalso be deemed to apply to the adoption of an amendment to aSpecification as well.

Submission

An affirmative and knowing technical contribution, in written or
electronic form, with the intention that such contribution may beconsidered for inclusion in a Specification. A Submission may occur for
example: as a result of an unsolicited offer to the Consortium of
existing technology by a Member; in response to a general Consortium
request for proposals; or from a Participant at any time during atechnical process.
Both Members as well as any Representative(s) making a Submission.

Submitters

3.

Controlled Necessary Claims

3.1

Member Obligations Regarding Controlled Necessary Claims

In order to reduce the possibility of adopting a Specification that, if implemented and in
the absence of an appropriate license, would infringe any Member Controlled Necessary Claims,
the Consortium will require all Submitters, and Participants and other Members to conform to thefollowing rules, as supplemented by the Rules of Procedures.
For the avoidance of doubt, the licensing obligations regarding patent applications under
this IPR Policy shall become effective only after such patent applications are granted; provided,
however, that the obligation to elect license options pursuant to Section 3 of this IPR Policy shallapply to patent applications as well as patents and provided that such election will apply topatents issuing on patent applications, for which the election has been made.
3.2

Submitters(a)Any Submitter making a Submission must elect one of the following at the time ofmaking a Submission:i.

Agree that, if the Draft Specification in connection with which the Submission ismade is finally approved by the Consortium, the Submitter and each of its
Related Parties will license all of its Controlled Necessary Claims that becomesuch by reason of the incorporation of its Submission, in whole or in part, into
the Specification, on an irrevocable, non-exclusive and worldwide basis, withoutcompensation and otherwise on a RAND basis, to all Implementers solely forthe purpose of implementing such approved Specification or a part thereof andsubject to Reciprocity; orii. Agree to option (i) immediately above, except with regard to compensation andreserve the right to charge a royalty or other compensation on RAND terms.
If a Member or one of its Related Parties later owns one or more additional
Controlled Necessary Claims under such Specification that are such by reason of
the incorporation of such Member’s Submission, in whole or in part, into suchSpecification, such Member will be deemed to have elected the same option with

880692.5891040.1

respect to such Controlled Necessary Claims as it initially elected under this Section
3.2 (a) above.
A Submitter may elect one option above with respect to one or some Controlled
Necessary Claim(s) and another option with respect to other Controlled Necessary
Claim(s). In the case of Controlled Necessary Claims under non-public patentapplications, the disclosure of such Controlled .Necessary Claims need not be insuch detail as would disclose any trade secrets.

3.3

(b)

Such election shall be made pursuant to a written declaration in the form of
Appendix A to this IPR Policy.

(c)

Notwithstanding the above, if a Submitter has elected option 3.2 (a) (i) and any
Member or Implementer elects to license its Controlled Necessary Claims subject topayment of a royalty or other compensation, then Submitter is entitled tounilaterally and retroactively change its election of the option set forth in Section
3.2 (a) (i) above under its Controlled Necessary Claims from a royalty free RAND
license to a royalty bearing RAND license with respect to such Member or
Implementer. In such case such Submitter will be able to collect such royalty from
the Member or Implementer retroactively commencing on the date such Member or
Implementer has elected to license such Controlled Necessary Claims subject topayment of a royalty or other compensation.

Participants, Non-Participants and New Members(a)Every (x) Participant and non-Participant must elect one of the following at the time
specified in the Rules of Procedure but in no event earlier than thirty (30) days fromthe date that a respective Draft Specification has been posted for final comments toall Members and (y) additionally, every new Member must elect one of thefollowing with respect to each then existing Specification within six (6) weeks after
joining the Consortium:
i. Royalty-Free RAND License. Agree that, if the Draft Specification is finallyapproved by the Consortium, it and each of its Related Parties will license all of
its Controlled Necessary Claims that become such (other than as a result of such
Member making a Submission) under the Draft Specification, on an irrevocable,
non-exclusive and worldwide basis, without compensation and otherwise on a
RAND basis, to all Implementers solely for the purpose of implementing suchapproved Specification or any part thereof and subject to Reciprocity; orii. RAND License with Royalty. Agree to option (i) immediately above, except
with regard to compensation and reserve the right to charge a royalty or othercompensation on RAND terms; oriii. Withholding of License as to Identified Necessary Claims. Identify all
Controlled Necessary Claims owned by it and/or its Related Parties under the
Draft Specification in its then-current form (or Specification, as the case maybe), as well as reasonably identify the portion of such document that would result

880692.5891040.1

in such infringement, and indicate that no guarantee of a RAND license is being
made (or that such rights will in fact be denied in some or all cases) as to such
Controlled Necessary Claims. In the case of Necessary Claims under nonpublic patent applications, the disclosure of such claims need not be in suchdetail as would disclose any trade secrets.
Notes:(1) With respect to Controlled Necessary Claims under the same Specificationthat are generated or acquired by Member after Member has returned its election
form according to this Section 3.3 (a), Participant is deemed to have elected thesame option as per this Section 3.3 (a) above.
(2) A Member may elect one option above with respect to one or someControlled Necessary Claim(s) and another option with respect to other
Controlled Necessary Claim(s)(3) With respect to option (iii) above, a Submitter may not identify or withhold a
RAND license to Controlled Necessary Claims under a Draft Specification that
become such by reason of the incorporation of such Member’s Submission, in
whole or in part, into such Draft Specification.

880692.5891040.1(b)Such election shall be made pursuant to a written declaration in the form of
Appendix B to this IPR Policy.

(c)

Any Participant participating in any Member Committee or Sub-Group must makean election under Section 3.3 (a) above, even if such Participant leaves such
Member Committee or Sub-Group. This obligation survives ay termination ofParticipant’s membership in the Consortium.

(d)

Notwithstanding the above, if a Member has elected option 3.3 (a) (i) and any
Member or Implementer elects to license its Controlled Necessary Claims subject topayment of a royalty or other compensation, then such Member is entitled tounilaterally and retroactively change its election of the option set forth in Section
3.3 (a) (i) above under its Controlled Necessary Claims, from a royalty free RAND
license to a royalty bearing RAND license with respect to such Member or
Implementer. In such case such Participant will be able to collect such royalty from
the Member or Implementer retroactively commencing on the date such Member or
Implementer has elected to license its Controlled Necessary Claims subject topayment of a royalty or other compensation.

(e)

In the event that a Member terminates its membership, or its membership isterminated by the Consortium (a) during a Draft Specification comment period, it
shall remain bound under this IPR Policy until the end of such period as if its
membership had not terminated prior to the completion of such period, and (b) prior
to the commencement of a comment period but while there are one or more Draft
Specifications under development, it shall remain bound under this IPR Policy withrespect to all of its patent claims that would become Necessary Claims if such Draft

Specification(s) were adopted in their then current form, provided, however, thatsuch a Member shall have the right to provide notice of its unwillingness to providea License as to certain claims in any of its Patents that would only become
Necessary Claims if the most recently posted version of such Draft Specification(s)were adopted as of the date of such termination (i.e., infringement would
necessarily result only as a result of the revisions or additions first reflected in suchversion), and provided further that (i) such Member does so by identifying such
Necessary Claims together with the sections of the Draft Specification that would
result in such infringement using the form attached to this IPR Policy as Appendix
B, and delivers such form to the Consortium Secretary within fifteen (15) days prior
to the effective date of its termination, and (ii) such form shall not include any
Necessary Claims encompassed by such Member’s Contributions.
3.4

Patent Calls

At the beginning of every in-person meeting and teleconference that occurs as a part of thetechnical process, and at any other appropriate time in the course of electronic collaboration as
may be provided for under the Rules of Procedure, the following Patent Call shall be read:
Please be aware that this meeting is being held under the Intellectual Property Rights Policy
adopted by the Consortium. If you do not have a copy of this policy, please see me during thismeeting. You may also view and download a copy of that policy from the Consortium website.
At this time, I would ask that anyone in attendance inform me if they are personally aware of any
claims under any patent applications or issued patents that would likely be infringed by an
implementation of the Specification which is the subject of this meeting. You need not be theinventor under such patent or patent application in order to inform us of its existence, nor will
you be held responsible for expressing a belief that turns out to be inaccurate.
3.5

Refusals to License

In the event that any Member identifies any Controlled Necessary Claim(s) under Section
3.3(a)(iii) before or after the Draft Specification to which such Controlled Necessary Claim(s)relate is finally approved by the Consortium, diligent efforts shall be made by the Sub-Group
creating the Draft Specification to seek a technically feasible alternative that would not result in
infringement of the Controlled Necessary Claim(s) in question or the Board of Directors of theConsortium will seek alternative means of resolution, consulting appropriate experts if and to theextent necessary in the reasonable judgment of the Board of Directors.
3.6

Withdrawal of Specifications

In the event that any Specification is withdrawn by the Consortium, then all obligations ofMembers under existing licenses based on this IPR Policy to Controlled Necessary Claims withrespect to such Specification shall remain in force, but the Board of Directors may decide torelease all obligations to provide future licenses on RAND terms, with such obligations toterminate on a date to be approved by the Board of Directors.

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3.7

Failure to Make Licensing Elections

In the event that a Member fails to timely return a signed and completed election form as
required by Section 3.3 (b) above, then such Member shall be deemed to have elected to license,or to cause its Related Party(s) to license, all of its Controlled Necessary Claims (including those
owned by its Related Parties) under the Specification in question, with the terms to be as set forthin Section 3.2 (a) (ii) (in the case of a Submitter) or Section 3.3 (a) (ii) (in the case of a
Participant, non-Participant, or new Member) above. In the event that such Member or a Related
Party of such Member shall later bring an infringement action against any Implementer withrespect to such a Controlled Necessary Claim(s), the Consortium shall have no obligation tointervene, but such Implementer shall be entitled to claim protection, and assert a complete
defense against such action, under this Section 3.7 as an intended third party beneficiary.
3.8

Ownership of Collaborative Work Product

Ownership of IPR’s in that portion of any Specification that is collaboratively created in
the course of the Consortium's technical process (i.e., that is not a formal Submission) shallcollectively belong to the Members which have collaborated in creating it, provided, however,that no Participant shall be deemed to have made a Submission of pre-existing IPR owned bysuch Participant and/or Related Parties thereof, unless it has utilized the form attached to this IPR
Policy as Appendix A (in which case the copyright in such Submission is subject to Section 4.2
below).
3.9

Document Notations

Any Draft Specifications, or published Specifications, shall include a notice substantiallyas follows:"THIS SPECIFICATION IS BEING OFFERED WITHOUT ANY WARRANTY WHATSOEVER, AND
IN PARTICULAR, ANY WARRANTY OF NON-INFRINGEMENT IS EXPRESSLY DISCLAIMED. ANY USE
OF THIS SPECIFICATION SHALL BE MADE ENTIRELY AT THE IMPLEMENTER'S OWN RISK, AND
NEITHER THE CONSORTIUM, NOR ANY OF ITS MEMBERS, SHALL HAVE ANY LIABILITYWHATSOEVER TO ANY IMPLEMENTER FOR ANY DAMAGES OF ANY NATURE WHATSOEVER,
DIRECTLY OR INDIRECTLY, ARISING FROM THE USE OF THIS SPECIFICATION, NOR SHALL THE
CONSORTIUM OR ANY OF ITS MEMBERS HAVE ANY RESPONSIBILITY FOR IDENTIFYING ANY IPR.”

3.10

Patent Searches

In no event shall the Consortium, or any Member be obligated to conduct any patent
searches regarding any Necessary Claims that may be infringed by any implementation of a Draft
Specification or Specification.
3.11

Transfers of Necessary Claims(a) Each Member and Participant agrees that it will not transfer, and has not transferred,
patents or published patent applications having Necessary Controlled Claims solely for the
purpose of circumventing such Member or Participant’s obligations under this IPR Policy.
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(b) No party bound by this Policy shall transfer any patent or patent application having
Controlled Necessary Claims, except to a successor that agrees in writing to (i) be bound by allcommitments previously made by the direct or indirect transferor(s) under this IPR Policy withrespect to such patent or patent application, and (ii) include the obligations set forth in thisSection 3.10 in any document of transfer relating to such patent or application in the event that itlater transfers the same. These obligations are intended to be binding on successors-in-interest
regardless of whether such provisions are actually included in the relevant transfer documents.
4.

Copyrights

4.1

Copyright in Specifications

The copyright in all Specifications shall, subject to Section 4.2 below, belong to theConsortium.
4.2

Contributions of Copyrighted Materials

Those who contribute their copyrighted materials to the Consortium shall retain copyrightownership of their original work, while at the same time granting the Consortium unrestricted,
worldwide, irrevocable and fully paid up rights to publish, reproduce, revise and, modify suchworks and to create derivative works thereof, as well as the right to sublicense such rights solely
for the purpose of implementing any Specifications and the purpose of the Consortium as set out
in Section 1.4 of the By-laws. The Consortium shall not be obliged to explicitly acknowledge anyof the relevant copyright owners in the Draft Specifications and Specifications.
A copyright notice on the Draft Specifications and Specifications shall substantially read as
follows:“© 20XX NFC Forum, Inc. and its licensors. All rights reserved.”
5.

Trade Secrets

Any Member will not be expected to reveal trade secret information in the course ofparticipation in any Consortium activity, nor will they be asked by the Consortium to sign nondisclosure agreements. The Consortium will not be held responsible for the disclosure of any
Member's or non-Member's trade secrets, regardless of the circumstances.
6.

Trademarks

6.1

Consortium Trademarks

Trademarks created by the Consortium, registered or otherwise, are the property of theConsortium. Use of Consortium trademarks shall be governed by such policies, procedures andguidelines as may be established and approved by the Consortium from time to time, andapplicable law.

880692.5891040.1

6.2

Non-Consortium Trademarks

The Consortium's use of third-party trademarks, registered or otherwise, shall begoverned by such policies, procedures and guidelines as may be established and approved by theowners of such trademarks, and applicable law.

880692.5891040.1

Appendices in Draft Version
October 11, 2004
Appendix A
NFC FORUM, INC.
SUBMISSION OF TECHNOLOGY FORM
NOTE: All blanks must be completed in order for this Submission to be given consideration.
This submission is subject to the Intellectual Property Rights Policy (the "IPR Policy") of NFC
Forum, Inc. (the "Consortium"), and the Rules of Procedure of the Consortium (collectively, bothsuch documents being referred to below as the "Policies and Procedures"). All capitalized
terms used in this form are intended to have the meanings given to them in Section 2 of the
IPR Policy of the Consortium.
Name of Submitter:
Name of Representative Completing
this Form on Behalf of Submitter:
Mailing Address of Representative:

Email Address of Representative:
Draft Specification and RFP (if any)
to which this Submission relates:A.
The Representative hereby represents the following on behalf of him/herself and theSubmitter, as the context requires:
1. The Representative is authorized to make the Submission attached hereto as Exhibit A
on behalf of the Submitter, and to make the following representations and warranties.
2. The Submitter has reviewed the Policies and Procedures and agrees that its Submission
is being made in full compliance with the same.
3. The Submitter and each of its Related Parties hereby irrevocably agrees that if its
Submission is incorporated, either in whole or in part, into the Draft Specification referenced
above, and if the Draft Specification in connection with which the Submission is made is
finally approved by the Consortium, that on request it will license IPR on the following
terms (Note: A Submitter must elect one of the following using Exhibit B):

880692.5891040.1

NOTE: ELECTIONS MADE BY SUBMITTER MAY NOT BE REVOKED OR
CHANGED AFTERWARDS
i. The Submitter and each of its Related Parties will license all of its Controlled
Necessary Claims that become such by reason of the incorporation of theSubmitter’s Submission, in whole or in part, into the Specification on an
irrevocable, non-exclusive and worldwide basis, without compensation andotherwise on a RAND basis, to all Implementers solely for the purpose of
implementing such approved Specification or a part thereof and subject toReciprocity; orii. The Submitter and each of its Related Parties agrees to option (i) immediately
above, except with regard to compensation and reserve the right to charge a royalty
or other compensation on RAND terms.
A Submitter may elect (On Exhibit B) one option above with respect to one or someControlled Necessary Claim(s) and another option with respect to other Controlled
Necessary Claim(s). In the case of Controlled Necessary Claims under non-public patentapplications, the disclosure of such Controlled Necessary Claims need not be in such detailas would disclose any trade secrets.
NOTE: ELECTIONS (I) OR (II) CAN BE MADE FOR EACH NECESSARY CLAIM,EVEN IF IN THE SAME PATENT OR PATENT APPLICATION. FURTHERMORE,
ELECTIONS (I) AND (II) CAN BE MADE FOR EACH DRAFT SPECIFICATION EVEN
IF THE SAME NECESSARY CLAIM IS APPLICABLE FOR DIFFERENT DRAFT
SPECIFICATIONS.
4. The Submitter contributes its Submission and the copyrighted materials contained
therein to the Consortium. The Submitter shall retain copyright ownership of its original
work, while at the same time granting the Consortium unrestricted, worldwide, irrevocableand fully paid up rights to publish, reproduce, revise and, modify such works and to create
derivative works thereof, as well as the right to sublicense such rights solely for the purposeof implementing any Specifications. This agreement shall not in any way deprive theSubmitter of any patent claims or other IPR relating to the technology to which its
Submission relates.
5 With respect to all Controlled Necessary Claims of the Member or any of its Related
Parties that become such by reason of the incorporation of this Submission, in whole or inpart, in the Specification, Submitter will be deemed to have elected the same option (i) or (ii)as per Section A.3. above.
B.

The Consortium, in accepting this Submission, acknowledges the following:
EXCEPT AS SPECIFICALLY PROVIDED FOR ABOVE, THIS SUBMISSION IS BEING
OFFERED WITHOUT ANY WARRANTY WHATSOEVER, AND IN PARTICULAR,
ANY WARRANTY OF NON-INFRINGEMENT IS EXPRESSLY DISCLAIMED,

880692.5891040.1

EXCEPT TO THE EXTENT OF KNOWING FALSITY IN ANY STATEMENT MADEABOVE. ANY IMPLEMENTATION OF ANY SPECIFICATION INCORPORATING
THIS SUBMISSION IN WHOLE OR IN PART SHALL BE MADE ENTIRELY AT THE
IMPLEMENTER'S OWN RISK, AND THE SUBMITTER SHALL HAVE NO LIABILITYWHATSOEVER TO ANY IMPLEMENTER OR THIRD PARTY FOR ANY DAMAGESOF ANY NATURE WHATSOEVER DIRECTLY OR INDIRECTLY ARISING FROMSUCH IMPLEMENTATION, EXCEPT AS A RESULT OF ANY KNOWING FALSITY
IN ANY STATEMENT MADE ABOVE.
This submission has been made on _____________, 20__.

_____________________________Name of Submitter
By:_____________________________
Signature of Representative

Name: _____________________________

Exhibit Index:
A:

Submission

B:

Necessary Claims

880692.5891040.1

Exhibit A

SUBMISSION

Insert description of Submission in such detail as may from time to time be required under the
Policies and Procedures:

880692.5891040.1

Exhibit B
NECESSARY CLAIMS
1. Please select  one of the following:i. The Submitter and each of its Related Parties will license all of its Controlled Necessary
Claims that become such by reason of the incorporation of this Submission, either inwhole or in part, into the Specification, on an irrevocable, non-exclusive and worldwide
basis, without compensation and otherwise on a RAND basis, to all Implementers solely
for the purpose of implementing such approved Specification or a part thereof and subject
to Reciprocity; or

ii. The Submitter and each of its Related Parties agrees to option (i) immediately above,
except with regard to compensation and reserve the right to charge a royalty or othercompensation on RAND terms.

880692.5891040.1

Appendix B
NFC FORUM, INC.
INTELLECTUAL PROPERTY RIGHTS ELECTION FORM
NOTE: All blanks must be completed in order for this election form to be given consideration.
This election form is subject to the Intellectual Property Rights Policy (the "IPR Policy") of NFC
Forum, Inc. (the "Consortium"), and the Rules of Procedure of the Consortium (collectively, bothsuch documents being referred to below as the "Policies and Procedures"). All capitalized
terms used in this form are intended to have the meanings given to them in Section 2 of the
IPR Policy of the Consortium.
Name of Member:
Name of Representative Completing
this Form on Behalf of Member:
Mailing Address of Representative:

Email Address of Representative:
Draft Specification to which thisElection Form relates:
The Representative hereby represents the following on behalf of him/herself and the Member, as
the context requires:
1. The Representative is authorized to complete and submit this Election Form on behalf of theMember, and to make the following representations and warranties.
2. The Representative and the Member have each reviewed the Policies and Procedures, andagree that this Election Form is being completed and submitted in full compliance with the same.
3. The Member and each of its Related Parties hereby irrevocably agree that if the Draft
Specification referred to above is finally adopted (Note: all Members through their
Representative(s) must elect one of the following using Exhibit A):
NOTE: ELECTIONS MADE BY MEMBER MAY NOT BE REVOKED OR CHANGEDAFTERWARDSi.
The Member and each of its Related Parties will license all of its Controlled
Necessary Claims under the Draft Specification referred to above on an irrevocable, non880692.5
891040.1

exclusive and worldwide basis, without compensation and otherwise on a RAND basis, to all
Implementers solely for the purpose of implementing such approved Specification or a part
thereof and subject to Reciprocity; orii.
The Member and each of its Related Parties agrees to option (i) immediately above,
except with regard to compensation and reserve the right to charge a royalty or othercompensation on RAND terms, oriii.
The Member identifies certain Controlled Necessary Claims owned by it and/or its
Related Parties under the Draft Specification or Specification (as the case may be), as well as
reasonably identifies the portion(s) of such document that would result in such infringement,
and indicates that no guarantee of a RAND license is being made (or that such rights will infact be denied in some or all cases) as to such Controlled Necessary Claims. In the case ofControlled Necessary Claims under non-public patent applications, the disclosure of suchclaims need not be in such detail as would disclose any trade secrets.
.
A Member may elect (on Exhibit B) one option above with respect to one or some Controlled
Necessary Claim(s) and another option with respect to other Controlled Necessary Claim(s) In
case of Controlled Necessary Claims under non-public patent applications, the disclosure of such
Controlled Necessary Claims need not be in such detail as would disclose any trade secrets.
NOTE: ELECTIONS (I) AND (II) AS WELL AS THE ELECTION NOT TO LICENSE CAN
BE MADE FOR EACH NECESSARY CLAIM, EVEN IF IN THE SAME PATENT ORPATENT APPLICATION. FURTHERMORE, ELECTIONS (I) AND (II) AS WELL AS THE
ELECTION NOT TO LICENSE CAN BE MADE FOR EACH DRAFT SPECIFICATIONEVEN IF THE SAME NECESSARY CLAIM IS APPLICABLE FOR DIFFERENT DRAFT
SPECIFICATIONS.
4. With respect to all Controlled Necessary Claims under the Draft Specification referred toabove, that are later owned by Member or any of its Related Parties, the Member will be deemed
to have elected the same option (i) or (ii) as per Section 3. above.

This Election Form has been submitted on _____________, 201_.
_____________________________Name of Member
By:_____________________________
Signature of Representative

Name: _____________________________

880692.5891040.1

Exhibit A
NECESSARY CLAIMS
1. Please select  one of the following: i. The Member and each of its Related Parties will license all patent claims Owned by it or
any of its Related Parties that become Controlled Necessary Claims under the Draft
Specification referred to above on an irrevocable, non-exclusive and worldwide basis,
without compensation and otherwise on a RAND basis, to all Implementers solely for the
purpose of implementing such approved Specification or a part thereof and subject toReciprocity; or ii. The Member and each of its Related Parties agrees to option (i) immediately above,
except with regard to compensation and reserve the right to charge a royalty or othercompensation on RAND terms; or iii. The Member identifies certain patent claims Owned by it or any of its Related Parties
which, if they become Controlled Necessary Claims under the Draft Specification orSpecification (as the case may be), as well as reasonably identifies the portion(s) of such
document that would result in such infringement, and indicates that no guarantee of a RAND
license is being made (or that such rights will in fact be denied in some or all cases) as tosuch Controlled Necessary Claims. In the case of Controlled Necessary Claims under nonpublic patent applications, the disclosure of such claims need not be in such detail as would
disclose any trade secrets.
2. List below all Controlled Necessary Claim(s), which shall be subject to option (iii) above byidentifying such specific Controlled Necessary Claim(s) and by reasonably identifying the
portion(s) of said Draft Specification, to which such Controlled Necessary Claim(s) relate.
Jurisdiction and Patent(Application) Number

880692.5891040.1

Necessary Claim

Affected Portion of Draft
Specification