EPCglobal Intellectual Property Policy
Working Group Declaration
Rev. 12/15/2003 A

Whereas EPCglobal Inc. (hereinafter “EPCglobal”) intends to facilitate the cooperative
development and publication of useful standards for radio- frequency identification
(RFID) tags, in order to provide a common set of Specifications by which manufacturers
and end users of such RFID tags may utilize an interoperable system for making and
using RFID tags in reliance on this Declaration relative to intellectual property claims;
this Declaration is intended as a binding agreement with EPCglobal and an admission
required to participate in a Working Group of EPCglobal for the purpose of developing
useful Specifications for radio-frequency identification tags. EPCglobal Working Group
activity is generally intended to encompass sufficient aspects of (i) tag programming,
operation and tag-reader communication protocols, (ii) reader compatibility and interface
protocols with data processing systems, and (iii) information exchange protocols based
upon data obtained from RFID tags, to provide a sufficient standard platform for the use
of radio- frequency identification tags. The intent of the policies embodied herein is to
facilitate adoption of such a set of Specifications while avoiding uncertainty to the extent
possible regarding intellectual property claims in the Specifications. EPCglobal seeks to
encourage the development, exploitation and competition of proprietary technology and
innovative approaches to implementing such specifications, while avoiding blocking
proprietary claims or monopolization of use of the Specifications.
Therefore, I/We, The Working Group Participant named below as an individual and/or as
an agent of the below identified Participant, intending to be legally bound hereby, declare
and agree to terms of participation in the Working Group activities of EPCglobal Inc. as
follows:
1. DEFINITIONS
1.1 “Participant” means an individual or legal entity bound hereby.
1.2 “Representatives” means the individual(s) authorized by the Participant to represent
the Participant in the activities of a Working Group. Such Representatives shall be
specifically identified upon enrollment in a Working Group.
1.3 “Trustee” means EPCglobal Inc., its assigns or successors in interest. Actions of
Trustee as referenced herein are actions authorized by the Board of Governors of
EPCglobal.
1.4 “Specification” means a technical specification approved by the Working Group and
ratified by the Trustee.
1.5 “Certified Compliant System” means any system (e.g. an RFID tag, an RFID reader,
an ONS server), which has been certified in a manner established by the Trustee to
comply with a Specification and is subject to compliance certification conditions
established by Trustee. Such certification conditions shall include licensing obligations
by the party seeking certification commensurate with those set forth herein in Section 3.1.
“Candidate Certified Compliant System” means any system developed, or under
development, solely for the purpose of obtaining compliance certification.
1.6 “Compliant Portion” means a portion, module, or component of a Certified
Compliant System or a candidate Certified Compliant System which implements no more
than is required to operate in accordance with the Specification and which performs or
implements such function only as set forth in the Specification.
1.7 “Necessary Claims” means all present, pending and hereafter acquired patent claims
that would be necessarily infringed by implementing the Specification. A claim is
necessarily infringed only when it is not possible to avoid such infringement because
there is no non-infringing alternative for implementing the Specification.
1.8 “Contribution” means any submission of concepts, data, suggestions, or revisions to
a draft Specification, whether in written or oral form, made with the intention of inclusion
thereof into the Specification.
1.9 “Affiliate” means any entity that directly or indirectly controls another entity via
beneficial ownership of more than fifty percent of the voting power or equity in another
entity (“Control”), or is controlled by another entity, or is under common Control with
another entity, so long as such Control exists.
1.10 “Working Group” shall mean a body constituted by the Trustee for the purpose of
developing a Specification.
2. GENERAL
2.1 Participant understands, admits and consents to the terms hereof as a condition of
our/my participation in a Working Group of EPCglobal, and in which we intend to
participate for the purpose of establishing a Specification for Certified Compliant
Systems. It is our intention that the Specification is to be made freely available for use in
developing Candidate Certified Compliant Systems and for use in Certified Compliant
Systems free of claims of infringement, or subject to defined licensing terms under
Section 3.4 hereof, to the extent that such Certified Compliant Systems operate in
accordance with the Specifications.
2.2 Designation of the Representative(s) by Participant is hereby made by an officer or
equivalent individual having the power to bind the Participant to the terms and conditions
hereof.
2.3 Participation in a Working Group shall not constitute an undertaking to make or use
any system or component in accordance with the Specification and a Participant shall not
be required to implement any Specification.
2.4. The Trustee shall ensure that all Participants in a Working Group have committed to
this Declaration as a condition for participation in a Working Group.
2.5 The terms and conditions hereof are intended to be limited to and binding relative to
each Working Group in which the Participant participates.
3. INTELLECTUAL PROPERTY
3.1 Agreement to Grant Licenses.
Subject to Section 2.5, 3.2, 3.3, 3.4 and 4.3 hereof, the Participant and its Affiliates shall
not assert, and shall grant to the extent that it owns or has a right to grant, a nonexclusive,
nontransferable, non-sublicensable, worldwide royalty- free and otherwise reasonable and
non-discriminatory license upon request in, its Necessary Claims to other Participants in
the Working Group, and to allow Participants and others to make, have made, use,
import, offer to sell, lease and sell and otherwise distribute Compliant Portions, provided
that such agreement to license shall not extend to any part or function of a product in
which a Compliant Portion is incorporated, which part or function is not itself part of the
Compliant Portion, and further provided that such Participants and others comply with
Section 3.2 hereof. Participant and its Affiliates shall not transfer patents having
Necessary Claims for the purpose of circumventing this Section, and any transfer shall be
conditioned upon the obligation to license stated herein. The covenant of non-assertion
and license herein shall not extend to any claims other than Necessary Claims.
With respect to component parts of a Compliant Portion that are otherwise not subject to
certification, but which establish compliance with the Specification, such component
parts shall be admitted to be capable of substantial non- infringing use with respect to
Necessary Claims if suitable for use in connection with a Certified Compliant System, for
the purposes of a claim of contributory infringement or provided under non-infringing
intent for a claim of induced infringement. Participant shall license any intellectual
property associated with any testing and compliance certification process in connection
with the Specification on a royalty- free and otherwise reasonable and non-discriminatory
basis for the purpose of conducting compliance certification tests and processes.
3.2 Reciprocity Required.
The Participant’s agreement to Section 3.1 and 3.4 shall not be effective as to any party
that does not make the patent license grant of Section 3.1 or 3.4 available on substantially
equivalent respective terms with respect to the same Specification as that requiring a
license from the Participant.
3.3 Limited Agreement to Disclose.
In the event that the Participant is unwilling to provide the license of Section 3.1 to a
work- in-progress of the Working Group(s) in which Participant has joined, such
Participant agrees to promptly provide written notification to the Trustee of such
Participant’s intent not to license. After the Specification is approved by the Working
Group, Participants therein shall be provided with at least 60 days notice prior to the
anticipated date of ratification of the Specification by the Trustee. Notification of intent
not to license sha ll be given no later than 30 days before the anticipated date of
ratification of the Specification by the Trustee. Such notification shall specifically
disclose and identify to the Trustee the claim(s) believed to be Necessary Claims and
which are not sub ject to license. The Participant shall also identify any portion of a draft
Specification or other work-in-progress, which is not subject to license. The Trustee
shall have the discretion to return the draft Specification to the Working Group for
revision to avoid the identified claim(s), to proceed under the provisions of Section 3.4
hereof, or to decline to ratify the Specification. Failure to provide such notification of
intent shall constitute consent of the Participant to the provisions of Section 3.1.
Provision of notification under this section shall not operate to revoke licenses granted
hereunder to the Participant.
3.4 Reasonable and Non-Discriminatory Licensing
Notwithstanding any contrary provision hereof, the Trustee shall have the option, upon
notification received in accordance with Section 3.3 of determining whether identified
Necessary Claims shall be permitted for inclusion in the Specification. Such option will
be granted only in extraordinary circumstances. In such circumstances, the Participant
shall agree to license such Necessary Claims on reasonable and non-discriminatory
(RAND) terms, and the Specification shall identify the Necessary Claims available for
such license. The Trustee may require the Participant affirm that the Participant is
willing to offer a license to its Necessary Claims on RAND terms to all implementers of
the Specification, and to specifically state the terms of such license, including the manner
in which any royalty is to be computed. In no event shall the Trustee approve, or the
Participant assert, a royalty right in any Specification for which the notification of intent
of Section 3.3 was not provided by the Participant. The Trustee shall have the right to
seek a determination of the validity of any claims identified under the terms of Section
3.3, and approval of RAND licensing terms shall not constitute an admission by Trustee
that such claims are valid or infringed by practice of the Specification. Under no
circumstances shall the Trustee be obligated to exercise its discretion under this Section.
Participants shall enjoy the benefit of any license obtained by the Trustee from a non-
Participant granting rights in a patent having Necessary Claims.
3.5 No Other License
The Participant and its Affiliates retain the independent right to grant or withhold a
nonexclusive license or sublicense of patents containing Necessary Claims for use other
than in connection with the license granted in Section 3.1.
No patent license, immunity or other right is granted under this Declaration by any
Participant, its Affiliates, or any other party to any other Participant, its Affiliates, or any
other party either directly or by implication, estoppel or otherwise, other than the
agreements to grant licenses expressly set forth herein. All rights not affected by this
Declaration are expressly reserved by the Participant.
3.6 Transfer of Necessary Claims to Third Parties.
Any transfer by Participant to a third party of a patent having Necessary Claims shall
include, in the transfer agreement, a provision that the transfer is subject to existing
obligations of the transferor.
3.7 Contributions Otherwise Subject to Copyright
By making a Contribution of copyrightable material, including without limitation
drawings, compilations of data, software, or text, the Participant shall grant to any party a
worldwide, non-exclusive, royalty-free license to copy, publish, distribute and make
derivative works that are based on or incorporate all or part of the Contribution, for use
(a) in developing and publishing the Specification and related materials for which such
Contribution was made; (b) in developing and implementing a Candidate Certified
Compliant System or a Certified Compliant System; and (c) by other standards
development organizations, such as ISO, solely for the purpose of adopting the same or a
substantially related Specification. Such license shall be revocable with respect to any
party, which fails to make the license of this Section or Section 3.1 available.
4.0 Termination
4.1 Termination By Participant
Unless terminated as provided in this Section, this Declaration shall remain in full force
and effect.
The Participant may withdraw from Participation by terminating this Declaration at any
time upon the giving of written notice to the Trustee. If the Participant participates in
multiple Working Groups, such notice shall indicate which Working Groups are covered
by such notice. Upon termination, licenses granted by other Participants under Sections
3.1 and 3.4 shall remain in full force and effect as to the terminating Participant only as to
Specifications that have been approved and ratified prior to the date of termination.
4.2 Termination by Trustee.
Trustee may terminate this Declaration on written notice, if Participant breaches its
obligations under this Declaration, provided Trustee shall first give Participant written
notice and thirty (30) days opportunity to cure the breach. After the effective date of
termination, Participant shall not be subject to any agreement to grant a license of its
Necessary Claims, except as provided in Section 4.3 . Participants are encouraged to
utilize alternative dispute resolution for disputes arising hereunder. The Trustee may
terminate this agreement upon the Participant commencing litigation alleging direct or
indirect infringement on the basis of a Necessary Claim asserted against a Compliant
Portion, unless such litigation is consistent with the provisions of this Policy. Any such
Trustee- initiated termination shall indicate whether the termination applies to
Participant’s Participation in all or only certain Working Groups.
4.3 Survival of Agreement to Grant License
Notwithstanding termination under Section 4.1 and 4.2, and except as otherwise provided
herein, Participant’s agreement to grant licenses as provided in Section 3.1, 3.4 and 3.7
shall remain in full force and effect:
(i) for subject matter included in a draft Specification more than sixty (60) days before
the date of Participant’s termination, for which the Participant had not given notification
under Section 3.3, even if the Specification is approved by the Trustee after the date of
Participant’s termination; and (ii) for any Contribution made by the terminating
Participant to the Specification prior to the effective date of its termination. No license
grant shall survive termination for Contributions not incorporated into, or withdrawn
from, the Specification under Section 3.3 or 3.4.
5. REPRESENTATION. THE PARTICIPANT REPRESENTS THAT ITS
REPRESENTATIVES TO THE WORKING GROUP SHALL NOT SUBMIT A
CONTRIBUTION THAT ITS REPRESENTATIVES KNOW VIOLATES THE
COPYRIGHT OR TRADE SECRET RIGHTS OF ANY OTHER PARTICIPANT OR
THIRD PARTY.
6. OTHER PROVISIONS
6.1 No Transfer
Neither the Participant nor the Trustee may transfer, assign or sublicense any of its rights
or obligations of participation under this Declaration without the prior written consent of
the other party. Such consent shall not be unreasonably withheld.
6.2 The Participant designates the Representative identified below for the purpose of
receiving notice under this Declaration. The Participant may change the designated
Representative by written notice to Trustee.
6.3 No Joint Venture
Nothing contained in this Declaration and no action taken by the Participant shall be
deemed to render the Participant or its Affiliates an employee, agent or representative of
Trustee or any other Participant or their Affiliates, or shall be deemed to create a
partnership, joint venture or syndicate among or between any of the Participants or their
Affiliates or Trustee.
6.4 Governing Law
This Declaration shall be governed by and construed under, and the legal relations among
the parties hereto shall be determined in accordance with, the laws of the State of
Delaware, excluding conflict-of- law principles that would cause the application of the
laws of any other jurisdiction. This Declaration may be asserted against the Participant
as a binding admission in defense of a claim of infringement in any jurisdiction.
6.5 Integration
This Declaration supersedes and replaces any and all prior representations, agreements
and understandings relating to the participation in the Working Group, including without
limitation any prior version of this Declaration. The terms of this Declaration cannot be
amended without express consent of the Participant to any such revision.
6.6 Authority
The Participant represents and warrants that it is authorized to enter into this Declaration.
The undersigned person represents and warrants that he/she is authorized to sign this
Declaration on behalf of the Participant.
6.7 Specific Software Code Shall Not be Referenced in Specifications
EPCglobal Specifications shall not include software object code or source code in any
required portion of the Specification. Further, the use of particular software code shall
not be a requirement for conformance to the Specification. Specifications may refer to
software code that demonstrates a reference implementation of the Specification as an
optional portion of the Specification.
Agreed by:
Participant Name:
Address:
Officer Name:
Title:
Signature:
Date: