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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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