COE Platform Certification Agreement
Issue 1.0, May 8, 2003
This Certification Agreement ("Agreement") is made and entered into by and between the following Parties: The Open Group, Thames Tower,
Station Road, Reading, England, RG1 1LX , and the Supplier.
Whereas, the Supplier wishes to submit a product for COE Platform certification in the Open Brand certification program; Whereas the product is
uniquely defined in the Registration Form; and Whereas, The Open Group is the Certification Authority ("CA") operating the COE Platform
certification program in accordance with the terms of the COE Platform Certification Policy.
Now therefore, in consideration of the mutual rights and obligations of the Parties set forth below, the Parties agree as
For purposes of this Agreement, the following terms shall have the following meanings:
||A record of all certified products, which is maintained by the Certification Authority and made publicly available via the
|Certification System Deficiency
||An agreed error in the certification system, which is inhibiting the certification process. The certification
system includes both the certification process and information systems provided to implement certification. A certification system
deficiency is one possible outcome of a Problem Report.
||A product or product family that has successfully completed the certification process and for which the Supplier of such
product or product family has been notified in writing by the Certification Authority that certification has been achieved.
||A definition of the mandatory requirements a product must meet and any options it must implement in order to be considered
||A decision made by the Specification Authority that elaborates or refines the meaning of a standard or
specification referenced by the COE requirements. An interpretation is one possible outcome of a Problem Report.
|COE Platform Certification Policy
||The "COE Platform Certification Policy", as amended from time to time by The Open Group, currently available at
|The Open Brand Trademark License
||The "Open Brand Trademark License Agreement", as amended from time to time by The Open Group, currently available at
||Includes a body of persons whether or not incorporated.
||A form completed by the Supplier to apply for certification for a particular product. The form contains information on the
Supplier and the product to be certified.
|Test Suite Deficiency
||An agreed error in a test suite, which is causing it to produce an incorrect result code that impacts certification. A Test
Suite Deficiency is one possible outcome of a Problem Report.
2. The Certification Authority's Obligations
The CA will perform the initial check of the completeness and correction
of the submission provided by the Supplier.
The CA will confirm and approve the definition of the Test Campaign
for this certification provided by the Supplier.
The CA will audit all certification-related information provided by the Supplier, including the test suite results. The CA will
check to make sure the submitted information demonstrates that the product passed the formal testing process and the product meets
the applicable Conformance Requirements. The CA will complete the audit and notify the Supplier of the audit result within 25
calendar days of receipt of a complete submission.
If the audit indicates that the Conformance Requirements have been met, the CA will notify the Supplier of the successful
certification, and if confidentiality has not been requested as in sub-clause 4 item iv below, enter the Certified Product into the
If the audit indicates that the Conformance Requirements have not been met, the CA will notify the Supplier of the deficiencies
which must be corrected within 60 calendar days for certification to be successful. The certification fee covers only one set of
corrective actions and resubmission. A further fee may apply for additional work beyond this.
On-Site Witness Testing (optional)
The CA will provide an engineer to perform optional on-site witness
testing for specific platforms within a Product Family. This covers
the build and installation of the system following the suppliers
documentation, and execution of a subset of the manual validation
procedures as defined by the CA. The period of the on-site witness
testing is a fixed period defined in the
COE Witness Testing Guidelines
After a product has been successfully certified and is due for certification renewal, the CA will send a renewal reminder notice by
electronic mail to the Supplier at or about 60 days but no less than 45 days prior to the renewal due date.
Anonymity of Appeals
In the event that the Supplier desires to appeal a decision made by the The Open Group by invoking the appeals
process defined in the COE Platform Certification Policy, and wants the appeal to be anonymous, the CA will facilitate an anonymous review
on behalf of the Supplier.
3. The Supplier's Obligations
In addition to the certification-related information provided as part of the application process, the Supplier undertakes to answer
all reasonable additional questions the CA may raise.
Registration and Test Campaign Definition
The Supplier must complete a registration form, thoroughly defining the product to be certified. The Supplier must complete a Test Campaign
Definition form, thoroughly defining the proposed test campaign.
To complete the submission the Supplier must formally accept, by signing below, the terms of this Agreement and authorize
payment of the applicable certification fees when due.
Payment is required to complete the registration process. Payment may
be either by credit card, by check or by wire transfer. The CA will
not process the registration until payment has been received.
Formal testing must be completed by the Supplier using the Test Campaign
Definition as approved by the CA. The CA will maintain a list of the
current version(s) of each test suite valid for use in the program at
On-Site Witness Testing (optional)
The Supplier agrees to pay the associated fees for an on-site engineer
as per the fee schedule, and to pay all expenses related the site visit.
The Supplier agrees to comply with the COE Witness Testing Guidelines.
The Supplier also agrees to comply with the on-site engineer's
reasonable requests for assistance and clarification during the site
After completing formal testing, the Supplier agrees to provide the test suite results to the CA, along with references to all
relevant Interpretations, Test Suite Deficiencies, or Certification System Deficiencies to explain all untested or failed tests.
The Supplier also agrees to comply with the CA's reasonable requests for clarification or rework regarding the completeness,
correctness or consistency of the provided information.
Warranty of Conformance
By signing below, the Supplier hereby warrants and represents that the product identified in the
Registration Form, meets the Conformance Requirements at the time of
certification and will continue to meet the Conformance Requirements throughout the time in which the product is certified, in
accordance with the COE Platform Certification Policy. If the Supplier fails to ensure continued compliance with the Conformance
Requirements, the CA may revoke the certification. For the avoidance of doubt, any demonstrable shortfall with respect to the
conformance requirements is grounds for withdrawal of certification, whether or not that shortfall is apparent from the testing and
certification process itself.
During the period of this Agreement, renewal by the Supplier of certification is required periodically at intervals defined in the
COE Platform Certification Policy. Failure to renew within 30 days after the due date will result in removal of the Certified Product from
the Certification Register. Renewal incurrs a renewal fee.
- The CA shall, except where a provision of this Agreement provides otherwise, maintain in confidence all information the
Supplier discloses to the CA in relation to COE Platform certification. No license, express or implied, under any trademark or copyright is
granted by the Supplier to the CA by virtue of such disclosure and the CA shall not use any such information except for the
purposes of this Agreement. The CA's obligations under this sub-clause shall be limited to taking such steps as it ordinarily
takes to preserve the most important of its own confidential information. The obligations of non-disclosure and non-use set out in
this Agreement shall not apply to any item of information which:
PROVIDED that no right or interest under any license, patent, or otherwise shall be acquired by the recipient of any information by
virtue of the application of this clause.
- Is in the public domain at any time (but without prejudice to any Person's rights of action against another Person who
wrongfully causes or permits such information to be in the public domain),
- Was rightfully in the receiving Person's possession without obligation of confidence prior to its disclosure pursuant to this
Agreement, or is subsequently independently developed by the receiving Person's employees having no access to the information
- Is subsequently rightfully obtained without obligation of confidence by the receiving Person from a source other than the
Supplier as evidenced by written records,
- Is required to be disclosed by order of any court of competent jurisdiction,
- Information regarding the results of using the test suite(s) shall not be disclosed in any publicly available document or to
any third party by the CA, the Supplier, or any party acting on the Supplier's behalf.
- The CA may disclose the Supplier's confidential information to those of its employees who reasonably require to have access to
such information. However, the CA may not disclose the Supplier's confidential information to any employee of a member company in
The Open Group, unless another exception to the obligations under this sub-clause applies. For the avoidance of doubt,
the CA may disclose the Supplier's confidential information to the Supplier's employees, or employees of any party acting on the
- To enable the Supplier to keep the fact of certification confidential for a period of up to six months from the date of written
notice by the CA that the product has achieved certification, the Supplier's identity, the fact of certification, and the name of
the Certified Product (the Certification Information) will be kept subject to the disclosure and use restrictions set out in this
clause. During this period, the Supplier may not publicly claim that the Certified Product is or has been COE Platform certified, or make
any representation of the Certified Product's compliance with the COE Platform Specification(s) without first informing the CA that the
confidential period has expired. Certification Information will cease to be held confidential upon the earlier of notice by
the Supplier that the confidential period has expired or at the end of the six-month period.
- Except for disclosure to the CA for the purpose of COE Platform certification, the results of conformance testing and any other
information about the Certified Product obtained during testing shall be held confidential.
5. Liability and Indemnity
THE SUPPLIER ACKNOWLEDGES THAT BECAUSE OF THE SPECIAL NATURE OF THE CERTIFICATION AUTHORITY IT IS REASONABLE FOR THE CERTIFICATION
AUTHORITY TO EXCLUDE LIABILITY AS SET OUT BELOW AND FOR THE SUPPLIER TO TAKE MEASURES, INCLUDING INSURANCE WHERE APPROPRIATE, TO
MITIGATE OR PREVENT ANY POTENTIAL LOSSES THAT MAY ARISE (PROVIDED THAT SUCH MEASURES ARE NOT IN BREACH OF THIS AGREEMENT).
THE CERTIFICATION AUTHORITY ON ITS OWN BEHALF AND ON BEHALF OF ITS OFFICERS, EMPLOYEES AND AGENTS HEREBY EXCLUDES ALL LIABILITY,
WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OR NON-USE BY ANY PERSON OF ANY
INFORMATION PROVIDED BY THE CERTIFICATION AUTHORITY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. IN NO EVENT SHALL THE
CERTIFICATION AUTHORITY BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS,
CONTRACTS, PRODUCTION OR USE).
The Supplier shall indemnify and hold harmless the CA together with its officers, servants, agents, subcontractors, and
shareholders of the CA and their servants when engaged in activities on behalf of the CA but only to the extent that they are
acting in that capacity (together the ''Indemnified'') against any and all demands, claims, and liability for direct losses,
damages, settlements and costs (including lawyers' fees) of any nature whatsoever asserted against or suffered by the Indemnified,
but limited to demands and claims from a third Person, and liability incurred from such demands, and claims arising out of the
Supplier's manufacture, use, or supply of the Products, provided that
The CA shall take all reasonable steps to limit such damage or loss.
- any such demand and claim is based on the COE Platform Certification Program under this Agreement and not caused by any criminal action,
gross negligence or tort by the Indemnified,
- the Indemnified notifies the Supplier within ten days of any such demand and claim, and refrains from any action on account of
such demand and claims which may prejudice the Supplier, and
- the Supplier is given full authority and sole control to defend and settle any such demands and claims.
No provision of this clause shall apply in any circumstances or in respect of any liability or class of liability to the extent
that it may not apply in accordance with applicable law. In the event of such a provision being held to be inapplicable or invalid
the Parties will make such amendments to this Agreement by the addition or deletion of wording, or otherwise, so as to remove the
inapplicable or invalid part of the provision but otherwise retain the provision to the extent permissible under applicable
This Agreement including any documents referred to therein (as amended from time to time) together with all other forms relating to
this Agreement submitted and accepted by both Parties constitutes the entire agreement and supersedes all prior oral or written
agreements, understandings, or arrangements between the Parties relating to such subject matter. Neither Party shall be entitled to
rely on any agreement, understanding, arrangement, or representation relating to the subject matter of this Agreement which is not
expressly contained in this Agreement and no change may be made to this Agreement except in writing and signed by duly authorized
representatives of both Parties.
Waiver of Rights under this Agreement
No failure or delay on the part of either of the Parties to exercise any right or remedy under this Agreement shall be construed or
operate as a waiver thereof nor shall any single or partial exercise of any right or remedy preclude the further exercise of such
right or remedy as the case may be.
Any notice or other document to be given under this Agreement shall be in writing in the English language and, except in
circumstances where this Agreement specifically provides for notices by electronic mail, shall be deemed to have been duly given if
sent by hand or by recorded delivery or registered post, or by facsimile (subsequently confirmed by post) to a party at the
specified address for that party, unless a different address has been notified to the other in writing for this purpose. The
specified address for the CA is the address set out above, and the specified address for the Supplier is the address provided for
the primary contact on the Registration Form. Notices shall be deemed to
have been received by the addressee within 72 hours of posting as above or within 24 hours if sent by hand or facsimile to the
addressee's correct address.
The headings in this Agreement are inserted only for convenience and shall not affect its construction.
Where appropriate words denoting the singular only shall include the plural and vice versa.
Term and Termination.
This Agreement comes into effect at the date of acceptance and will expire only if explicitly terminated:
Notwithstanding the termination of this Agreement for any reason, the obligations of non-disclosure in respect of any confidential
information disclosed prior to such termination shall survive for a period of 5 years following such termination.
- At any time upon six months' written notice by either Party to the other; or
- If a period of 30 days has elapsed from one Party notifying the other Party of a breach of this Agreement or of the terms of
the COE Platform Certification Policy, and such a breach has not been rectified to the satisfaction of the other Party.
This Agreement shall be governed by the laws of England and the Parties hereby submit to the non-exclusive jurisdiction of the
The Fees described at
are quoted net of all applicable taxes and duties which, where
appropriate, will be payable by the Supplier to the CA (or to the relevant tax authorities as applicable) in addition.
The CA will charge the applicable certification fee upon submission of a completed product application. The supplier agrees to
incurr the applicable fee for each product application.
Fees are payable in U.S. dollars. Fees are non-refundable.
By signing below, the Supplier:
and by signing below, the Supplier agrees that all these obligations, and those described in the
Confidentiality and Indemnity clauses of this Agreement shall survive the termination of this Agreement.
- Hereby acknowledges reading and understanding of this agreement.
- Agrees to be bound by the terms of the COE Platform Certification Policy and this Certification Agreement.
- Warrants and represents that all products which share the Product Name defined in the Registration Form ,
meet the applicable conformance requirements.
Full Legal Name of Supplier __________________________________________
Date _______________________ Role___________________________________
Please forward the completed and signed Certification Agreement to:
The COE Platform Certification Authority
The Open Group
England, RG1 1LX
Fax: +1 415 276 3760 (North America)
Fax: +44 118 9500110 (Europe and Pacific