(To download this form in a PDF format, please click This is a Document of Understanding (“DOU”) effective as of August 15th, 1994 by and between the Coalition Member signatories hereto and such other parties who may become Coalition Members from time to time pursuant to the provision of this DOU. This DOU establishes a contractual arrangement (no separate legal entity) between the Parties hereby named the Workflow Management Coalition (“Coalition”). Accordingly, the Coalition Members agree as follows : 1. Objectives The objectives of the WFM Coalition are as follows: - Create specifications for a vendor consistent WFM Application Programming Interface which will provide a common method of access to WFM functions across heterogeneous products.
- Allow a WFM exploiter to potentially define and manage business processes with wider scope than might otherwise be possible/preserve the investment in resources that WFM user might have incurred with one WFM product while allowing another WFM product to be used in a different area.
- Create a model interchange from which will allow heterogeneous WFM models to be understood by multiple products
- Create a specification which will allow WFM tools to be invoked in heterogeneous environments. This will improve the integration of workflow products with other I/T services such as mail, spreadsheets, wordprocessors, processors, etc.
- Submit the results of the Coalition work (at the appropriate point in time) to appropriate standardization bodies as the basis for recognized international standards in the Workflow Management area.
- Encourage cooperative interoperability testing of WFM products using Coalition Specifications.
2. Definitions Work Flow Management (WFM) shall mean: The computer assisted management of business processes through the execution of software whose order of execution is controlled by a computerized representation of the business processes.
Specification shall mean: Documentation that provides technical descriptions concerning how selected functional components of work flow management products may interoperate.
Coalition Members shall mean : The initial members (General Members and Guest Members) of the Coalition who are signatories to this DOU and subsequent members (“General Members and Guest Members”) of the Coalition who become members from time to time pursuant to Section 3 of this DOU.
The WFM Application Programming Interface shall mean : Computer language calls which may be implemented to access WFM functions.
3. Membership 3.1 The initial Consortium Members, Technical and Steering Committee representatives, and all of their respective business addresses, business telephone numbers and facsimile numbers, are listed in Exhibit A hereto. 3.2 There shall be two classes of Coalition Members : 3.2.1 General Members who shall have the following rights: One representative (or alternate) and one vote in each of the Coalition committees. General membership is open to all legal entities who sign this DOU and agree to regular participate in the work of the Coalition committee. The Steering Committee will publish specific participation requirements for General Members 3.2.2 Guest Members who shall have no voting rights, but who may attend and participate in meetings of the Steering Committee. Guest membership is open to all interested parties who sign This DOU as Guest Members. Guest Members may withdraw from the Coalition at any time with no liability for any payments of the Guest Members have not received any information or other material for which the Coalition has assessed a fee.
3.3 Subsequent Coalition Members may be added at any time upon execution of this DOU. Execution by subsequent Coalition Members will be effective upon signature of an official copy of this DOU as provided by the Chairman of the Steering Committee without requiring re-execution by existing Coalition Members. 3.4 Coalition Members may withdraw from membership at any time with 15 days prior written notice to the Chairman of the Steering Committee. Upon such notice of withdrawal, the withdrawing Coalition Member’s voting rights shall be suspended and the withdrawing Coalition Member shall not be liable for any payments assessed or decision made after the date notice of withdrawal is given. 3.4.1 Any licenses (including sublicense rights) to Intellectual Property made available by the Coalition and releases of such items distributed prior to the time the withdrawal notice is given shall remain licensed to the withdrawing Coalition Member pursuant to the terms of this DOU provided such withdrawing Coalition Member pays any financial obligations due based on Coalition activities.
3.5 If a Coalition Member does not attend three (3) consecutive meetings and has not responded to mail votes over the period of time between the first and third meetings, the Chairman of the Steering Committee will send a letter both via fax and via mail to the Coalition Member. The letter will inquire into the status of the Coalition Member as it regards the Coalition. If the Coalition Member does not respond to the letter within 14 days, the Coalition Member will be dropped as a Coalition Member, other Coalition Members will be notified, and such Coalition Member will be treated as a withdrawn Coalition Member.
4. Management and Operations of the Coalition Coalition Activities will be conducted in 2 Committees, the Steering Committee and the Technical Committee. 4.1 Steering Committee All powers created by the DOU will be exercised by, or under the direction of the Steering Committee. The Steering Committee will set Coalition policy. No individual Coalition Member may act for the Steering Committee except as directed by that Committee. The Steering Committee will consist of one representative from each Member. A Coalition Member will designate a representative to the Steering Committee and may replace that representative at any time. A Coalition Member may designate an alternate representative who may exercise the rights of the Coalition Member when the primary representative is absent. 4.1.1 Matters requiring a Unanimous vote of the Steering Committee are as follows: - Termination of this DOU
- Changes to the signed agreements (except for the addition of new Coalition Members)
- Assessment of fees from Coalition General Members
4.1.2 Matters requiring a two-thirds vote are as follows : - Any expenditure of funds
- Approval of new work items
- Approval of specifications
- Schedule for specifications (1st publication date is as agreed or 6 months after final approval of specifications)
4.1.3 Matters requiring a two-thirds vote of the group designated by the Steering Committee to approve such actions : - Approval of any joint press release (provided however, any press release approved by less than unanimous vote will be issued only with the names of the Coalition Members approving such press release)
- Publicity and promotional activities
4.1.4 All matters not covered by other voting rules and which require a vote, will require a majority vote. 4.1.5 Further detail on operations of the Steering Committee shall be determined by resolutions of the Steering Committee.
4.2 Technical Committee is responsible for the drafting and interpretation of the specifications. The Technical Committee will consist of one representative from each Coalition Member. Each Coalition Member will designate a representative to the Technical Committee and may replace that representative at any time. A Coalition Member may designate an alternate representative who may exercise the rights of the Coalition Member when the primary representative is absent. The Technical Committee will provide recommendations to the Steering Committee on technical matters. The Steering Committee shall at all times be responsible for establishing Coalition policy and directing Coalition affairs. The Technical Committee may set other voting rules for its activities. 4.2.1 The Technical Committee may establish work groups and divide responsibilities among such work groups.
4.3 Guest Members will attend the Steering and Technical Committee meetings and review technical drafts as selected by the Steering Committee. Guest Members will have no voting rights. 4.4 Officers Each Coalition Committee will have a chairman elected by simple majority vote of the Coalition General Member representatives in that committee. A chairman will be one of the Coalition General Member representatives of the committee. A chairman may resign at any time, at which time an election will be held for a new chairman. A chairman of the Steering Committee or the Technical Committee may only be removed by vote of the Steering Committee. The chairman’s term of office will be for a duration of one year, after which time an election will be held. The chairman is responsible for conducting the committee meetings and for performing duties that the committee will from time to time direct. In addition t a chairman, each committee will elect one or move vice-chairman as determined by the Steering Committee. The vice-chariman will perform the duties of the chairman if the chairman is absent. In addition to conducting the meetings, the Technical Committee chairman will be responsible for reporting Technical Committee progress to the Steering Committee. The Technical Committee chairman will also be responsible for bringing major issues to the attention of the Steering Committee chairman. Additional Consortium Officers may be designated by majority vote of the Steering Committee. 4.5 Committee meetings Voting and other committee business will normally take place during meetings as scheduled by the committee representatives. Coalition Member representatives are expected to attend committee meetings. If not present, on an exceptional basis, a committee representative of a General Member may vote by voice through the use of a conference telephone or like facilities. A General Member representative may not exercise voting rights of another Coalition Member representative by proxy. All matters other than those requiring a unanimous vote may be passed by the applicable percentage (two-thirds or majority vote as set in section 4.1.2) of (I) those present at such committee meeting (not less than 12 Coalition General Members must be present) or (ii) the Coalition General Members by mail or at the meeting. 4.6 For matters requiring a unanimous vote, a vote of ABSTAIN counts as a yes. If a Coalition Member does not respond to a request for a vote in 14 days, the Coalition Member’s vote will be recorded as ABSTAIN.
5. Information Exchange - Any information discussed by the Coalition, whether in the Steering Committee and/or the Technical Committee or any other Coalition activity, will be non-confidential and treated a such by the Coalition Members and the representatives of the Steering and Technical Committees unless otherwise covered by specific non-disclosure agreements between disclosing and receiving parties. 6. Intellectual Property 6.1 Freedom of Action - No Coalition Member will assert any exclusive right in any invention or other intellectual property (whether or not patentable), technology, or technical design incorporated in or disclosed during the design or specification of the WFM Specifications, and any such invention or other intellectual property shall be available without royalty or similar charge and in a free and unrestrained manner for the use of each Coalition Member and anyone using the WFM Specifications. Except as otherwise provided in this section, each Coalition Member will continue to retain its intellectual property. No Coalition Member has any obligation to provide any intellectual property rights or to waive any such rights because of participation in the Coalition. Provided however, each Coalition Member must identify any intellectual property rights involved in WFM specifications which it wishes to retain when such information is presented to the Coalition. Such identified intellectual property rights may be subject to intellectual property terms different from those set forth in this DOU is such terms are agreed in writing by Coalition Members. 6.2 Copyright - The Coalition Members will jointly own any copyrights in the expressions of the WFM Specifications. Each expression of the WFM Specification must include a conspicuous copyright notice referencing each Coalition Member, or former Coalition Members, whose copyrighted material is included in such WFM Specification. Any copyrighted material included in the expression of the WFM Specification that is owned by one or more of the Coalition Members is hereby licensed to the other Coalition Members without restriction, royalty or other charge. Each Coalition Member represents and warrants that it has the full and unencumbered right to make available to the other Coalition Members for their copying and use any information in printed, machine readable or other form (including computer program code) which is furnished by its pursuant to this Agreement.
7. Availability of WFM Specifications - Any WFM Specifications created by the Coalition will be made available to interested parties on reasonable and non-discriminatory terms as specified by the Steering Committee. Activity Guidelines Coalition Members shall observe the following regarding the joint activities of the Coalition: A All specifications designated by the Coalition will relate to WFM product areas involving interoperability of products and will not involve other WFM technology areas which would be the basis of competitive differentiation. Participation in the Coalition, and/or the design, specification or interpretation of the specifications will not be used as a means of fixing prices, boycotting distributors or otherwise restricting competition. B. The design of the specifications will be based on the technical and practical merits of the various proposals and will not be designed, specified or interpreted in a manner which internationally discriminates against anyone. C. There will be no exchange of information among Coalition Members relating to costs, sales, profitability, prices, marketing or distribution of any individual company product or service other than the Specifications. D. Nothing in this Agreement imposes, or should be interpreted as imposing any duty or obligation on any member to adhere to the specifications. Each member remains free to follow or reject all or any portion of the specifications. E. Adequate notice of specification/development or interpretation proceedings must be given to all known affected persons and all known affected persons must be given a fair opportunity to comment on specification design and interpretations. F. Nothing in this DOU shall be construed to limit any party’s right to obtain services or software programs from other sources, to prohibit or restrict any party from independently developing or acquiring competitive materials, nor to limit any party’s right to deal with any other vendors, suppliers, contractors or customers.
8. Terms and Termination - This DOU is effective as of the effective date (or upon signature for Coalition Members joining after the effective date) and will continue for a period of five years unless otherwise terminated by the Steering Committee. At the expiration of the five year term, this Agreement may be renewed for an additional period by the mutual agreement of the Coalition Members. However, Sections 5, 6, 9 and 12 will survive any termination or withdrawal by individual Coalition Members. 9. Publicity a.1 Coalition Members may jointly issue press releases as approved by the Steering Committee concerning Coalition activities. a.2 Unless otherwise agreed by the Steering Committee no Coalition Member will represent the development of specifications as other than a joint effort with equal participation of each Coalition Member. a.3 Any Coalition Member may comment on its use of specifications, however, no Coalition Member will publish or publicize any version of WFM Specifications as an approved or official version or indicate or infer that its products make use of the WFM Specifications other than the official version of WFM Specifications as approved by the Steering Committee.
10. Independent Contractor - Each Coalition Member is and shall remain an independent contractor with respect to all performance rendered pursuant to this DOU. No Coalition Member nor any employee of any Coalition Member shall be considered an employee or agent of any other Coalition Member for any purpose. 11. Force Majeure - No Coalition Member is and shall be held liable for failure to fulfill its obligations under this DOU, if such failure is caused by flood, extreme weather, fire, or other natural calamity, acts of governmental agency, strikes, work stoppages, other industrial disputes or the inability to obtain any necessary governmental license or consent, or similar causes beyond the control of such party. 12. Limitation of Liabilities - No party to this DOU shall be entitled, in contract, or otherwise, to indirect, incidental consequential or punitive damages, including, but not limited to, lost profits, loss of data, loss of business, loss of revenue, and loss of anticipated savings arising out or in connection with transactions covered by this DOU even if advised of the possibility of such loss or damage. 13. Governing Law/Language - The validity, construction, and performance of this DOU will be governed by the substantive law of New York as if the DOU was executed in, and fully performed within New York. English will be used as the official language for Coalition meetings and work product. Entire Agreement - The provisions of this DOU constitute the entire Agreement between the Coalition Members and supersede all prior agreements, oral or written, and all other communications relating to the subject matter of the DOU. Please indicate your acceptance of this DOU by checking the box indicated on the online application form. If faxing or mailing this form, please sign below:
_______________ ______________ __________________
Name Title Company Workflow Management Coalition
99 Derby Street, Suite 200
Hingham, MA 02043, USA
Fax: +1 1 781.735.0491
Tel: +1 781.923.1411
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Membership