Upon mutual acceptance of the Terms and Conditions herein, The Open Group, L.L.C. ("The Open Group") enters into a Membership Agreement with you, as the Member, and your Affiliate(s) entitled to membership benefits.
- Affiliate: A corporation, company, or other entity more than fifty percent (50%) of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, now or hereafter, owned or controlled, directly or indirectly by the Member, but only for so long as such ownership or control exists. For purposes hereof, “indirect” ownership or control means that a series of entities can be specified between one entity and another, in which each such entity in the series directly owns or controls more than fifty percent (50%) of the outstanding shares or securities of the next entity in such series
- Member: The company or organization that has joined The Open Group in order to participate in the Forums and other activities through execution of the Membership Agreement
- Membership Agreement: The Agreement executed by The Open Group and the Member through which the Member becomes a member of The Open Group
- Forum(s) and Work Group(s): Working entities set up by The Open Group for the benefit of its members
- Information: Any specifications, drawings, sketches, models, samples, data, computer programs or documentation or other technical or business information in written, graphic or other tangible or electronic form furnished or disclosed to The Open Group or any other party in the course of Membership Meetings, Forums’ or Work Group activities and/or as a result of the Member’s use of such Materials
- Contribution(s): Information that is provided by the Member in the course of discussions leading to Material to be published by The Open Group
- Material(s): Standards, specifications, white papers, guides, reports, snapshots, corrigenda, case studies, literature, and other documentation published by The Open Group
The Open Group Standards Process
Member participation in any Open Group Membership Meetings, Forums’ or Work Group activities shall be governed by The Open Group Standards Process, available here.
Confidentiality and Intellectual Property
To enable open, IPR safe, voluntary, neutral discussions and contributions towards Material to be published by The Open Group, the Member agrees to the following obligations of confidentiality with respect to Information received through participation and to the resulting intellectual property of Contributions made:
- To maintain all Information in confidence, using the same degree of care the Member uses to protect its own proprietary information of like importance, but in no event less than a reasonable degree of care. Information disclosed shall be kept confidential to Members only
- To disclose Information only to its employees and agents of the Member with a need to know and to require each such employee or agent to comply with the confidentiality terms set out in this Agreement
That the provisions set out in these Terms and Conditions shall not apply to Information which:
- Is or becomes a part of the public domain
- Is demonstrably known to the Member prior to disclosure within the Forums
- Was independently developed by the Member outside of the Membership Agreement
- Was rightfully obtained by the Member from third parties with no obligation of confidentiality
- That the obligations of confidentiality set out above shall remain in effect for the duration of the Membership Agreement and five (5) years subsequent to termination thereof
- That the Information received by the Member is be deemed the property of The Open Group, and shall be returned to The Open Group upon request
- That the Information contributed by the Member and the resulting published Material is deemed the intellectual property of The Open Group for the protection of all members
For the avoidance of doubt, the Member retains the right to continue to use all Information contributed by the Member, and all rights not specifically granted under this Agreement are reserved.
Representation and Warranty
ALL MATERIALS AND INFORMATION PROVIDED BY THE OPEN GROUP ARE PROVIDED “AS IS”, AND THE OPEN GROUP MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OPEN GROUP BE LIABLE FOR ANY LIABILITY WHETHER IN CONTRACT, TORT OR OTHERWISE FOR ANY LOSSES OR DAMAGE ARISING OUT OF OR RELATING TO THIS AGREEMENT. IN NO EVENT SHALL THE OPEN GROUP BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS, CONTRACTS, PRODUCTION OR USE.
The Member acknowledges that because of the special nature of The Open Group it is reasonable for The Open Group to exclude liability as above and for the Member 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 these Terms and Conditions).
If any third party makes or threatens to make any claim (or if, in the opinion of The Open Group such a claim is likely) that the use by the Member of any Materials or other Information provided by The Open Group infringes any intellectual property right of such third party, The Open Group may, at its option, either secure the Member’s right to continue using the Materials, make the Materials non-infringing or withdraw the Materials on one month’s written notice whereupon the Member shall not be authorized to make any further use of the materials. This sub-clause states the entire responsibility of The Open Group concerning infringement of third party intellectual property rights.
The Membership Agreement shall automatically renew upon each anniversary date, at the then applicable fee for Member’s revenue published here, unless terminated in accordance with "Termination" below.
The Membership Agreement may be terminated:
- By either party giving to the other sixty (60) days notice in writing before any anniversary of the date hereof
- By The Open Group on written notice to the Member if the Member has committed any material breach of the Membership Agreement and in the case of a breach capable of being remedied, has failed to remedy the breach, within 30 days after the receipt of a written request from The Open Group notifying the Member of such breach
- By The Open Group on written notice to the Member if the Member fails to pay any sum(s) due to The Open Group under the Membership Agreement and such sum(s) remain unpaid for thirty (30) days after written notice from The Open Group that such sum(s) have not been paid
- For the avoidance of doubt, termination of the Membership Agreement for any reason shall not entitle the Member to any refund of the annual fee paid, and any undue invoice shall be due and payable
These Terms and Conditions may be modified by the inclusion by The Open Group of additional requirements or terms on ninety (90) days written notice to the Member. In the event that the Member does not agree to such additional requirements, the Member may resign from The Open Group upon thirty (30) days written notice. The Member shall not be entitled to a refund of membership fees pursuant to such resignation.
The Membership Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts.
If any provision of the Membership Agreement is for any reason declared illegal in any country, all other provisions shall remain in full force and effect to the fullest extent permitted by such law.
For the avoidance of any doubt, any such finding of illegality in any country shall not affect the validity of any provisions of the Membership Agreement in other countries.
The Open Group is required by the National Cooperative Research and Production Act (NCRPA) to notify the US Department of Justice and the Federal Trade Commission of new members. The Member agrees that execution of this Agreement authorizes The Open Group to fulfill its reporting obligations on the Member’s behalf to U.S. Government as cited in the NCRPA.