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Antitrust Policy

Effective: September 14, 2017

Introduction

The purposes of LF Projects, LLC (“LF Projects”) are to:

  • support the collaborative development, availability and adoption of open source software, hardware and networking and other technologies and the collaborative development, availability and adoption of open protocols and standards (individually and collectively, “Open Technology”);
  • host various projects pursuing the development of Open Technology and other technical assets, materials and processes (each such project, which itself may include any number of projects, a “Project”);
  • provide enablement and support to Projects to assist their development activities; and
  • undertake such other lawful activity as permitted by law and as consistent with the mission, purpose and tax status of Joint Development Foundation., a Washington non-profit non-stock corporation and the sole member of LF Projects.

The purpose of this Antitrust Policy (the “Policy”) is to avoid antitrust risks in carrying out this pro-competitive mission.

LF Projects is a Delaware series limited liability company.  Projects of LF Projects are formed as separate series of LF Projects (each, a “Series”).  References to “Projects” within this Policy include the applicable Series for each Project. It is the policy of LF Projects and all Projects to comply with all applicable state and federal antitrust and trade regulation laws, and applicable antitrust/competition laws of other countries (collectively, the “Antitrust Laws”).  The penalties for violating the Antitrust Laws can be severe, including treble damages in the U.S. and large fines and imprisonment of individuals found guilty of illegal conduct.

LF Projects will use its best reasonable efforts to comply in all respects with the Antitrust Laws.  In addition, all participants and contributors  (collectively, “participants”) of Projects must likewise use their best reasonable efforts to comply in all respects with the Antitrust Laws and this Policy in carrying out LF Projects-related and/or Project-related activities.

The goal of Antitrust Laws is to encourage vigorous competition.  Nothing in this Policy, or in any LF Projects document or policy, prohibits or limits the ability of participants to make, sell or use any product, or otherwise to compete in the marketplace.  This Policy provides general guidance on compliance with Antitrust Law.  Participants should contact their respective legal counsel to address specific questions.

This Policy is conservative and is intended to promote compliance with the Antitrust Laws, not to create duties or obligations beyond what the Antitrust Laws actually require.  In the event of any inconsistency between this Policy and the Antitrust Laws, the Antitrust Laws preempt and control.

This Policy shall be published on the web site of LF Projects.

Participation

Technical participation in any Project shall be open to all, subject only to compliance with the policies of LF Projects, including without limitation the provisions of the charter applicable to such Project.

Conduct of Meetings

At meetings among actual or potential competitors, there is a risk that participants in those meetings may improperly disclose or discuss information in violation of the Antitrust Laws or otherwise act in an anti-competitive manner.  To avoid this risk, participants must adhere to the following policies when participating in LF Projects-related or sponsored or Project-related or sponsored meetings, conference calls, or other forums (collectively, “Project Meetings”).

Participants must not, in fact or appearance, discuss or exchange information regarding:

  • An individual company’s current or projected prices, price changes, price differentials, markups, discounts, allowances, terms and conditions of sale, including credit terms, etc., or data that bear on prices, including profits, margins or cost.
  • Industry-wide pricing policies, price levels, price changes, differentials, or the like.
  • Actual or projected changes in industry production, capacity or inventories.
  • Matters relating to bids or intentions to bid for particular products, procedures for responding to bid invitations or specific contractual arrangements.
  • Plans of individual companies concerning the design, characteristics, production, distribution, marketing or introduction dates of particular products, including proposed territories or customers.
  • Matters relating to actual or potential individual suppliers that might have the effect of excluding them from any market or of influencing the business conduct of firms toward such suppliers.
  • Matters relating to actual or potential customers that might have the effect of influencing the business conduct of firms toward such customers.
  • Individual company current or projected cost of procurement, development or manufacture of any product.
  • Individual company market shares for any product or for all products.
  • Confidential or otherwise sensitive business plans or strategy.

In connection with all Project Meetings, participants must do the following:

  • Adhere to prepared agendas.
  • Insist that meeting minutes be prepared and distributed to all participants, and that meeting minutes accurately reflect the matters that transpired.
  • Consult with their respective counsel on all antitrust questions related to Project Meetings.
  • Protest against any discussions that appear to violate these policies or the Antitrust Laws, leave any meeting in which such discussions continue, and either insist that such protest be noted in the minutes.

Requirements/Standard Setting

LF Projects and the Projects may establish standards, technical requirements and/or specifications for use by a Project (collectively, “requirements”).  All such requirements shall be voluntary.  Participants shall not enter into agreements that prohibit or restrict any participant from establishing or adopting any other requirements.  Participants shall not undertake any efforts, directly or indirectly, to prevent any firm from manufacturing, selling, or supplying any product not conforming to a requirement.

Projects shall not promote standardization of commercial terms, such as terms for license and sale.

All participants shall execute and abide by all applicable rules, policies and procedures adopted by LF Projects as such policies and procedures may be updated from time to time (collectively “LF Projects Policies”).  Requirements developed by Projects shall not incorporate any information that is proprietary, confidential, or otherwise would require a manufacturer, developer, or end-user of a product conforming to the requirements to obtain a license or permission from any third party to use the requirements.  When participating in the development of requirements, participants in the process shall not contribute information that is proprietary, confidential or otherwise protected by rights belonging to that participant or any third party except as may be permitted in accordance with LF Projects Policies.

Contact Information

To contact LF Projects regarding matters addressed by this Antitrust Policy, please send an email to [email protected], and reference “Antitrust Policy” in the subject line.

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