APPLICATION AND AGREEMENT
FOR MEMBERSHIP
Founded in 1995, ODVA is a global association whose members are comprised of the world’s leading automationcompanies. ODVA’s mission is to advance open, interoperable information and communication technologies inindustrial automation. ODVA recognizes its media independent network protocol, the Common Industrial Protocol or“CIP” – and the network adaptations of CIP – EtherNet/IP, DeviceNet, CompoNet and ControlNet – as its coretechnology and the primary common interest of its membership. For future interoperability of production systems andthe integration of the production systems with other systems, ODVA embraces the adoption of commercial-off-theshelf (COTS) and standard, unmodified Internet and Ethernet technologies as a guiding principle wherever possible.
This principle is exemplified by EtherNet/IP – the world’s number one industrial Ethernet network. For more
information, visit the ODVA web site at www.odva.org.
1. ENTITY
Members shall at all times be entities, but not individuals. All information must be completed.
A. Name

BUSINESS NAME PROPOSED BY APPLICANT TO BE DISPLAYED IN THE ODVA MEMBER ROSTER AT WWW.ODVA.ORG
AND OTHER PUBLIC LISTS OF ODVA MEMBERS

PRIMARY WEB SITE ADDRESS FOR THIS BUSINESSURL OF BUSINESS MOST CLOSELY RELATED TO ODVATECHNOLOGIES

B. Corporate DataLEGAL NAME OF ENTITY SUBMITTING APPLICATIONSTREET ADDRESSCITYSTATE/PROVINCE

ZIP/POST CODE

COUNTRYTELEPHONEFAXWEB SITE

TERM OF FISCAL YEAR (BEGINNING AND ENDING MONTH)TOTAL ANNUAL SALESLOCATION OF INCORPORATION OR ESTABLISHMENT (CITY, STATE/PROVINCE, COUNTRY)ADDITIONAL LEGAL ENTITIES AFFILIATED WITH APPLICANT AND USING SAME NAME AS NAME IN 1A

TOTAL NUMBER OF EMPLOYEES FOR ALL ENTITIES ABOVE:
ENTER ACTUAL NUMBER OF EMPLOYEES:FEWER THAN 100

100 OR GREATER__________COMPANY LOGO (250 PX WIDE MINIMUM, JPG OR PNG)

Upload with your application or send separately to odva@odva.org

ODVA APPLICATION AND AGREEMENT FOR MEMBERSHIP

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C. Information about Parent Company, if Entity in 1B is owned by another entity

LEGAL NAME OF ENTITY

STREET ADDRESSCITYSTATE/PROVINCE

ZIP/POST CODE

COUNTRYTELEPHONEFAXWEB SITE

LOCATION OF INCORPORATION OR ESTABLISHMENT (CITY, STATE/PROVINCE, COUNTRY)TOTAL NUMBER OF EMPLOYEES:FEWER THAN 100

ENTER ACTUAL NUMBER OF EMPLOYEES:__________

100 OR GREATER

2. QUALIFICATIONS FOR MEMBERSHIP
Members shall at all times be vendors who manufacture, or exhibit well-documented plans to manufacture, hardware
and/or software products that (A) integrate ODVA technologies, or (B) are designed to enhance the implementation,
operation and/or support of hardware and/or software products that integrate ODVA technologies in a multi-vendor
systems environment.
A. Hardware and/or software products that integrate ODVA technologies
ODVA Technologies

Date of First Manufacture

Being Integrated(enter year of actual or planned

Does entity have a Vendor ID from ODVA for
the technology?

(complete all that apply)

manufacture)(if yes, enter Vendor ID number)

EtherNet/IP
ControlNet
DeviceNet
CompoNet
Description of Products:

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B. Hardware and/or software products that are designed to enhance the implementation, operation and/or
support of hardware and/or software products that integrate ODVA technologies in a multi-vendor
systems environment
ODVA Technologies

Date of First Manufacture

Does entity have a Vendor ID from ODVA for

Being Integrated(enter year of actual or planned

the technology?

(complete all that apply)

manufacture)(if yes, enter Vendor ID number)

EtherNet/IP
ControlNet
DeviceNet
CompoNet
Description of Products:

3. CLASS OF MEMBERSHIPAn entity may hold membership in only one class of membership at any given time. Consult with the Bylaws for thedescription of the privileges of membership for each class.
Regular(voting)

Associate (non-voting; eligibility limited to entities whose employees for itself, its parent and allaffiliates combined total fewer than 100 employees)
Principal (voting; please contact Executive Director Al Beydoun)

4. REASONS FOR JOINING ODVATo help ODVA better understand your needs, please explain briefly why you have decided to apply for membership:ODVA APPLICATION AND AGREEMENT FOR MEMBERSHIP

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5. REPRESENTATIONS AND ASSURANCES
By having the authorized representative of the Applicant sign below, Applicant agrees that it accepts the Terms andConditions of Membership shown in Exhibit A herein represents and warrants the following:
•
•

•

•
•

That the information contained in this Application and all Schedules is true and correct.
That the Applicant either (a) it has the authority to enter into this Agreement on behalf of all of its Affiliates as defined by the
Bylaws in the Article pertaining to Definitions, and to bind all of its Affiliates to the obligations of this Agreement, including theobligations set out in other documents referenced herein, or (b) it has no Affiliates, or (c) each of its Affiliates has executed anddelivered to ODVA a countersignature to this Agreement, indicating that it consents to this Agreement, including such terms as
may be changed by ODVA by notice to the Member under this Agreement.
That the Applicant understands that the licenses for Vendor IDs and the use of ODVA technologies and trademarks areconveyed by ODVA through additional agreements and fees between the Member and ODVA and with which the Member
must comply as a condition of its qualification for membership.
That the Applicant understands that its participation in specific ODVA activities, groups, bodies, committees,et cetera, may be subject to additional requirements, agreements and/or fees.
That the individual signing this Agreement for the Applicant has the authority to enter into this Agreement on behalf of the
Applicant and to bind the Applicant to this Agreement.

Submitted and Accepted by Applicant:Please complete in the English language.

SIGNATURE OF AUTHORIZED REPRESENTATIVEPRINT NAMETITLE OR OFFICEDATE OF APPLICATION**********************************************************************THE ITEM BELOW WILL BE COMPLETED BY ODVA.
Accepted and Approved by ODVA:Al Beydoun, Ph.D., President and Executive Director
Date of Approval of Application

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SIGNATURE/INITIALS OF AUTHORIZED REPRESENTATIVE:DATE:SCHEDULE A
REPRESENTATIVES OF APPLICANT
The information supplied by the Applicant in Schedule A may be updated in the official membership records of
ODVA by the Member at any time during the term of this Agreement by submitting the form provided atwww.odva.org to update Representatives.
1. DESIGNATED REPRESENTATIVE
Each Member shall appoint a Designated Representative to ODVA who shall receive all official correspondence andnotices of the corporation to its Members. For all purposes in the Bylaws where action is to be taken by the Members,
or where the presence or absence of Members is to be determined, the action, presence or absence of a Member's
Designated Representative shall be deemed to be the action, presence or absence of the Member for such purposes.

NAME

TITLE/OFFICE WITHIN COMPANY

STREET ADDRESSCITYSTATE/PROVINCE

ZIP/POST CODEDESK TELEPHONE

MOBILE/CELL TELEPHONE

COUNTRY

FAX

EMAIL

2. WORKING REPRESENTATIVES
Please list the appropriate contact for each of the following areas.
TECHNICALNAME

TITLE/OFFICE WITHIN COMPANY

STREET ADDRESSCITYSTATE/PROVINCEDESK TELEPHONE

MOBILE/CELL TELEPHONE

ZIP/POST CODE

COUNTRY

FAX

EMAIL

ODVA APPLICATION AND AGREEMENT FOR MEMBERSHIP

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SIGNATURE/INITIALS OF AUTHORIZED REPRESENTATIVE:DATE:ACCOUNTS PAYABLE

NAME

TITLE/OFFICE WITHIN COMPANY

STREET ADDRESSCITYSTATE/PROVINCE

ZIP/POST CODEDESK TELEPHONE

MOBILE/CELL TELEPHONE

COUNTRY

FAX

EMAIL

MARKETINGNAME

TITLE/OFFICE WITHIN COMPANY

STREET ADDRESSCITYSTATE/PROVINCE

ZIP/POST CODEDESK TELEPHONE

MOBILE/CELL TELEPHONE

COUNTRY

FAX

EMAIL

CHIEF EXECUTIVE OFFICER

NAME

TITLE/OFFICE WITHIN COMPANY

STREET ADDRESSCITYSTATE/PROVINCEDESK TELEPHONE

MOBILE/CELL TELEPHONE

ZIP/POST CODE

COUNTRY

FAX

EMAIL

ODVA APPLICATION AND AGREEMENT FOR MEMBERSHIP

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SIGNATURE/INITIALS OF AUTHORIZED REPRESENTATIVE:DATE:SCHEDULE B
Submission of Application and Payment of Dues and Fees for Membership
As of January 1, 2013

1. METHOD OF SUBMISSION OF APPLICATION
Prospective Members should submit their applications online via DocuSign. For other options, please contact ODVA.
2. PAYMENTThe total amount due upon acceptance by ODVA of this application, by class of membership and, if applicable, thenumber of employees, is shown in the table below.
Dues and Fees for Membership
Charges
Initiation Fee
First Year Annual Dues
Total Amount Due

RegularWaived at this time
$6,000$6,000

Associate
Waived at this time
$2,000$2,000Principal$75,000$75,000$150,000

Payment for initiation fee and dues must be remitted to: ODVA, Inc. and paid in cash (via wire transfer, electronic funds
transfer or check) per invoice from ODVA.

Upon receipt of this application, ODVA will issue an invoice for the total amount due to the applicant. This applicationand the payment for first year of annual dues and initiation fee must be submitted prior to final approval of theapplication for membership. If ODVA does not approve the application, dues and fees will be refunded.

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EXHIBIT A
TERMS AND CONDITIONS OF MEMBERSHIP
This Application and Agreement for membership ("Agreement"),
when signed by the authorized representative of the Applicant andaccepted by ODVA, Inc. ("ODVA"), constitutes a binding contract
between the Applicant and ODVA. The effective date of thisAgreement shall occur on the date that all of the following conditions
are met ("Membership Date"): (a) such Applicant has applied for
ODVA membership, and the Application is accepted and approved
by ODVA, except that if Applicant is applying for the Principal
Member class, it shall also require the approval of the ODVA Boardof Directors, (b) ten (10) business days have passed after such
Applicant has made a nonrefundable initiation fee and dues andassessments payment required for the current year for the
Applicant’s requested class of membership, along with all other fees
and assessments due to meet the requirements for membership,and (c) such Applicant has executed this Agreement and such otherdocuments and provided such other information as shall be required
to demonstrate such Applicant’s eligibility for membership in ODVA.

times the conditions and qualifications for membership in
ODVA as defined by the Bylaws of ODVA (“Bylaws”), and thequalifications membership in the class of membership in which
it belongs, as both appear at www.odva.org.
Participants. The Member shall ensure that its DesignatedRepresentative and other individuals from the Member who
participate in activities of ODVA shall, at all times, be an
employee, officer, director and/or sole owner of the Member
and comply with all terms and conditions of this Agreement.
Vendor Name and Identification Number. The privileges ofmembership in ODVA shall be bound to a single, unique
Vendor Name and Identification Number (“Vendor ID”)
assigned by ODVA. The Member shall, at all times, use the
Vendor ID assigned by ODVA and shall not change, loan orassign the Vendor ID.
Term, Withdrawal and Termination.
Initial Term. This Agreement shall commence on theMembership Date and extend for twelve (12) months from thefirst day of the next quarter beginning on the months ofJanuary, April, July or October.
Renewal Terms. After the expiration date of the initial term,
this Agreement shall renew automatically on the date of
expiration of the initial term and continue for a second term of
one (1) year. It will continue to renew automatically forindefinite, successive terms of one (1) year, unless terminatedby the Member as provided in Section 2.4 herein or by ODVA
as provided in Section 2.5 herein.
Change in Class. The Member may re-apply for membershipin a different class of membership, provided at that time theMember is eligible to join the new class of members. In thiscase, this Agreement shall remain in effect until the date on
which all the following conditions are met (the "NewMembership Date”) : (a) such Member has re-applied formembership in the new Class of Members and the applicationis accepted and approved by ODVA and (b) ten (10) businessdays have passed after such Member has made anonrefundable dues initiation fee and annual dues payment
equal to the current fees of the membership class, as well as
any other fees and assessments owed to ODVA in order tofulfill the qualifications for membership and be admitted in“Good Standing” as defined in the Bylaws. The effect of theseactions shall be that the Member shall have voluntarily
withdrawn, per Section 2.4 herein, from the previous Class ofMembers in Good Standing and to have terminated thisAgreement as of its New Membership Date in the new Class ofMembers. The Member shall, pursuant to Section 4 herein,
notify ODVA immediately if it no longer meets thequalifications for the Class of Members to which it belongs,
and re-apply for membership in a Class of Members for which
it is qualified as described above in this section. If the Member
fails to notify ODVA that it is no longer eligible for its class ofmembership and ODVA determines that the Member is nolonger eligible for the class of which it is a member, theMember agrees that ODVA is authorized to change themember to the class of membership for which it is eligible andthat the Member shall pay the dues, fees and assessments
required of the Member's proper class or voluntarily withdraw
from the membership as provided in Section 2.4 herein.
2.4. Withdrawal by the Member. The Member may voluntarily
withdraw from the membership and terminate thisAgreement at any time during its current term, by
notifying ODVA, pursuant to Section 4 herein. The
Member shall notify ODVA immediately, pursuant to
Section 4 herein, if, at any time, it no longer meets thequalifications for membership in ODVA and voluntarily
withdraw from the membership, or else its membershipwill be terminated by ODVA, as prescribed in the Bylaws
and this Agreement. The Member shall notify ODVA of
its withdrawal no later than one hundred twenty (120)calendar days prior to the beginning of the next renewal
term of this Agreement in order to avoid its obligation formembership dues in the next renewal term. The Member,by complying with this notification requirement will bedeemed to have withdrawn in Good Standing provided
that the Member has fulfilled all other outstanding
obligations with ODVA and under this Agreement.
2.5. Termination of Member by ODVA. ODVA may, as set out
by the Bylaws in the Article pertaining to Membership,
automatically remove the Member from the membershipand terminate this Agreement if (a) the Member fails tomaintain its Good Standing with ODVA, (b) the Member
no longer meets the qualifications for Membership in
ODVA, or (c) if it is determined that the Member, its
Designated Representatives, or any of its Participants
has violated any material agreement with ODVA or any
Intellectual Property, Antitrust/Competition,
Confidentiality, or other policy of ODVA. The Member
may be expelled from membership for good cause shownas set out by the Bylaws in the Article pertaining toMembership.
3.
Important Member Obligations.
The Member, its Designated Representative, and all of its
Participants in ODVA (referenced collectively within this Section 3
as "Member") shall comply, at all times, with the following
obligations:3.1. Bylaws. The Member shall abide by the terms of the Bylaws
as they appear at www.odva.org and as the same may fromtime to time be amended in the future pursuant to Section 3.4
herein.
3.2. Policy Regarding Intellectual Property ("IPR Policy”) and Other
Policies. The Member shall abide by the terms of (a) the IPR
Policy of ODVA as it appears at www.odva.org and (b) any
other policies, agreements, guidelines and/or procedures
developed by ODVA as they appear at www.odva.org and as
the IPR Policy or such other Policies may from time to time beamended in the future pursuant to Section 3.4 herein. The
Member acknowledges that some of its rights and obligations
under the IPR Policy or other Policies may precede, survive orchange after the termination of this Agreement as more fully
described in the IPR Policy or such other Policies.
3.3. Conformance with Antitrust and Competition Laws. It is theexpress policy of ODVA to require that all of its activities be
conducted strictly in accordance with all applicable law
including antitrust and competition laws. It is essential that theMember be aware of the types of activities prohibited by theselaws. If the Member has any specific questions relating to its
compliance with these laws in connection with its membershipand participation in ODVA, it should seek advice from its own
legal counsel.
3.4. Amendments and Additions to Bylaws and Policies. ODVA
may amend its Bylaws, IPR Policy, or Other Policies, or may
adopt additional Policies at any time, and the Member agrees
to abide by the terms thereof. If the Member does not wish to
be bound by one or more of the Amendments or Additions, theMember may voluntarily withdraw from membership pursuant
to Section 2.4 herein.

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1.
Membership and Class.
1.1. Qualifications. The Member represents that it shall meet at all

1.2.

1.3.

2.
2.1.

2.2.

2.3.

SIGNATURE/INITIALS OF AUTHORIZED REPRESENTATIVE:

3.5. Dues, Fees and Assessments. The Member shall make timely
payment for its membership dues and all fees andassessments associated with its participation in ODVA. ODVA
may change the charges for dues, fees and assessments at
any time in its sole discretion. If the Member does not wish to
accept one or more changes in these charges, the Member
may voluntarily withdraw from membership, pursuant to
Section 2.4 herein. Unless otherwise explicitly provided in the
Bylaws, in the event of any termination or withdrawal of theMember's membership, any fees that are then due and owing
shall remain payable, and no refund shall be made of any
dues or fees previously paid.
3.6. Confidentiality. The Member shall not disclose information
provided to it by ODVA and marked as "ODVA Confidential."
3.7. Good Standing. The Member must, at all times, remain in
Good Standing with ODVA by abiding by the terms of thisAgreement. Termination of this Agreement by ODVA for
failure of the Member to maintain its Good Standing, or forother cause, will result in the Member being barred thereafter
from membership in ODVA.
4.
Notification
All notifications shall be in the English language.
4.1. From the Member to ODVA. Notifications identified in thisAgreement from the Member to ODVA shall be submitted inwriting to the headquarter offices of ODVA at the address
specified at www.odva.org.
4.2. From ODVA to the Member. Except to the extent explicitly
required or permitted by the Bylaws or a Policy of ODVA, allnotifications relevant to this Agreement from ODVA to theMember shall be delivered to the Designated Representativein the official membership records of ODVA. ODVA may makedelivery of such notifications by providing the DesignatedRepresentative with a notice of the URL where the notification
can be retrieved at www.odva.org.

5.
Miscellaneous.
5.1. Location of Information. The Internet web site of ODVA at
www.odva.org may be superseded by successor web sites oranother type of location as determined by ODVA, subject tothe notification provision in Section 4.2 herein.
5.2. Assignment. The Member may not assign its rights or
obligations under this Agreement.
5.3. Disclosure. ODVA may publish or otherwise disclose
information concerning its membership, including but notlimited to possible filings with relevant government agencies
as may be deemed advisable by ODVA from time-to-time.
Applicant/Member hereby appoints the Executive Director of
ODVA, or his/her successors, as Applicant’s/Member’s agent

ODVA APPLICATION AND AGREEMENT FOR MEMBERSHIP

DATE:

to approve the form and substance of any such publication or
disclosure.
5.4. Warranty Disclaimer. MEMBER (ON BEHALF OF ITSELF
AND ALL ITS AFFILIATES, DESIGNATED
REPRESENTATIVE AND PARTICIPANTS IN ODVA)ACKNOWLEDGES THAT THE ODVA MEMBERSHIP,
SPECIFICATIONS, STANDARDS, PRODUCTS ANDSERVICES ARE PROVIDED “AS IS” WITH NO
WARRANTIES WHATSOEVER, WHETHER EXPRESS,IMPLIED, STATUTORY OR OTHERWISE, AND THE
MEMBERS, THEIR AFFILIATES AND REPRESENTATIVES,
THE ODVA EXECUTIVE DIRECTOR, THE ODVA BOARD OF
DIRECTORS, AND ODVA EXPRESSLY DISCLAIM ANY
WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT,FITNESS FOR ANY PARTICULAR OR INTENDEDPURPOSE, OR ANY OTHER WARRANTY OTHERWISE
ARISING OUT OF ANY PROPOSAL, SPECIFICATION,
STANDARD OR CONTRIBUTION
5.5. Limitation of Liability. IN NO EVENT WILL ODVA OR ANY OF
ITS CONSTITUENT PARTS (INCLUDING, BUT NOT LIMITEDTO, THE ODVA BOARD OF DIRECTORS, THE ODVAEXECUTIVE DIRECTOR, MEMBERS OR THEIR AFFILIATES,REPRESENTATIVES OR PARTICIPANTS) BE LIABLE TOANY OTHER PERSON OR ENTITY FOR ANY LOSS OF
PROFITS, LOSS OF USE, INCIDENTAL, CONSEQUENTIAL,
INDIRECT OR SPECIAL DAMAGES, WHETHER UNDERCONTRACT, TORT, WARRANTY OR OTHERWISE,
ARISING IN ANY WAY OUT OF THIS AGREEMENT OR ANY
RELATED AGREEMENT OR POLICY, WHETHER OR NOTSUCH PARTY HAD ADVANCE NOTICE OF THE
POSSIBILITY OF SUCH DAMAGES.
5.6. Governing Law. This Agreement and any Policies of ODVA
shall be construed under and governed by the laws ofMichigan, U.S.A., without reference to conflict-of-laws
principles. This Agreement, including all attachments, sets
forth the entire understanding of ODVA and Member andsupersedes all prior agreements and understandings relating
hereto, unless otherwise stated in this Agreement. No
modifications or additions to or deletions from this Agreement
shall be binding unless accepted in writing by authorized
representatives of ODVA and Member, and the waiver of any
breach or default will not constitute a waiver of any other righthereunder or any subsequent breach or default. This
Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but collectively
shall constitute one and the same instrument. In the case of
any conflict between the terms of this Agreement and theterms of the Bylaws or any ODVA Policy, the Bylaws or such
Policy shall supersede the terms of this Agreement.

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