DISPUTE RESOLUTION POLICYOFODVA, INC.
(ODVA)
JUNE 6, 2023
1.

Introduction
ODVA seeks to ensure that, in the event complaints or disputes arise with respect to the conduct of an ODVA
member or licensed vendor (as defined in the ODVA Terms of Usage Agreement) (“Vendor”), the review,investigation and resolution process of such complaint or dispute affords the Vendor appropriate due processrights to resolve the complaint or dispute. To that end, the purpose of this policy (“Policy”) is to adopt
governing rules to set forth the steps and procedures for reviewing, investigating and resolving complaints
and disputes regarding a Vendor’s alleged conduct.

2.

Scope of this Policy and Amendment
This document is the complete and exclusive statement of the Policy, consistent with the Bylaws of ODVA,
as amended, and applies to and governs all ODVA activities. All ODVA members and licensed vendors shallbe subject to this Policy. The Board of Directors of ODVA (“Board”) may amend and restate this Policy inits sole discretion from time to time.

3.

Dispute Resolution Procedure

PUB00350R0a.

Notice. Upon learning of an alleged violation of ODVA policies, terms, conditions, and agreements
that, if true, could result in harm to ODVA, its members or licensed vendors, or the industrial
automation community (a “Complaint”) against a Vendor, ODVA will promptly give the Vendor
notice of the Complaint and an opportunity to deny or cure the alleged violations (“PreliminaryNotice”).

b.

Preliminary Investigation. At the direction of the ODVA President and Executive Director or hisor her designee, ODVA personnel and/or ODVA’s legal counsel (“Investigating Personnel”) willconduct an internal review of the Complaint (the “Preliminary Investigation”). Such Preliminary
Investigation may include, without limitation, a review of all events, conduct, correspondence,
information and materials (i) in ODVA’s books and records, (ii) presented by the Vendor in its
defense or (iii) presented by the party or parties submitting the Complaint (the “Complainant”).
The Investigating Personnel may request that the Vendor, Complainant, and any other relevant
parties (as determined in the sole discretion of the Investigating Personnel) provide further
information and materials to support the Preliminary Investigation.

c.

Referral to Board. If the Investigating Personnel determine that the Complaint is credible and theVendor does not satisfactorily correct the conduct alleged in the Complaint within 90 days of thedate of the Preliminary Notice (or such extended time period determined in the discretion of theODVA Board or the ODVA President and Executive Director), the ODVA President and Executive
Director will refer the Complaint to the Board for evaluation and resolution.

d.

Dispute Resolution Committee. To assist with its evaluation, the Board may elect to appoint aspecial committee (the “Dispute Resolution Committee”) to, with the advice of legal counsel asappropriate, review the Preliminary Investigation, conduct additional fact-finding as appropriate,and make recommendations to the Board concerning the resolution of the Complaint. The DisputeResolution Committee will consist of at least two members of the Board and may include members

of the Technical Review Board, Special Interest Groups, ODVA personnel, or other appropriately
qualified individuals, as determined in the discretion of the Board.

PUB00350R0e.

Final Notice. Upon completing its evaluation of the Complaint, the Preliminary Investigation, andany additional information it deems appropriate, the Dispute Resolution Committee (or, if no suchcommittee is established, the Board) shall provide written notice to the Vendor in question of its
conclusions (the “Final Notice”). The Final Notice will include (i) the scheduled date of the Board
meeting to conduct a final review of the Complaint (which will be scheduled no sooner than thirty(30) days after the Vendor’s receipt of the Final Notice) (the “Complaint Review Board Meeting”),and (ii) a description of any and all proposed sanctions against the Vendor. Potential sanctions may
include, without limitation, termination of the Vendor’s ODVA Terms of Usage Agreement,
disciplinary action, or expulsion from membership in ODVA.

f.

Opportunity To Be Heard. Upon receiving the Final Notice, the Vendor will have twenty (20) days
from the receipt thereof to contest the conclusions in the Final Notice by (i) submitting to the Boarda written response to the Final Notice, and/or (ii) appearing in person (or via teleconference or videoconference) before the Board to advocate its position at the Complaint Review Board Meeting. Any
written submission in response to the Final Notice must be received by the Board (or its designee)no later than ten (10) days prior to the Complaint Review Board Meeting.

g.

Final Disposition. At the conclusion of the Complaint Review Board Meeting or, if determined by
the Board at such meeting, no later than five (5) days following the Complaint Review Board
Meeting, the Board shall, by majority vote of disinterested directors, make a final determination
whether to impose any sanctions on the Vendor. This vote may be conducted in person, via
teleconference or video conference, or in writing (including by email). The Board shall provide theVendor written notice of the Board’s decision no later than three (3) days after such final vote isheld.

h.

Conflicts of Interest. No individual who has a duality of interest or conflict of interest on any matter(as further defined in Section 19 of the ODVA Bylaws) in connection with the Complaint may
participate in the Preliminary Investigation, Dispute Resolution Committee, Complaint Review
Board Meeting or other meetings, discussion or votes associated with the Complaint.

i.

Confidentiality. The Complaint Review Board Meeting will not be open to the public, and ODVA
may restrict the meeting to only the Vendor, Vendor’s legal counsel, the Dispute Resolution
Committee, the Board, ODVA’s legal counsel, and other relevant individuals as deemed appropriateby the Board. All Complaints will be dealt with in a confidential manner, including all written ororal communications, meetings and written notices, opinions, and materials in connection therewith.
However, ODVA may announce the resolution of the Complaint or important relevant factors
related to the Compliant if, in its sole discretion, the Board determines such announcement isappropriate to protect ODVA’s or the industrial automation community’s interests.