MMA IP Policy
MMA IP Policy
The following policies and principles govern the relations between MIDI Manufacturers Association Incorporated, a California corporation, (“Corporation”) and its Members regarding the Corporation’s activities to develop specifications ("Specifications") for the MIDI industry and its products.
"Member(s)" means those entities as defined by Section 5065 of the California Nonprofit Corporations Law who are Members of the Corporation, as well as any person who, on behalf of a Member, participates in the Corporation’s activities to develop Specifications, whether such participation is via access to: Corporation mailing lists; Corporation web sites; electronic or printed materials of the Corporation, including but not limited to the “Technical Standards Board Bulletin”; or oral communication during a meeting of Members.
“Essential Claims” means patent claims that are necessarily infringed by any compliant implementation of a Specification.
(1) Members acknowledge consent to these policies and principles by signing and dating the Corporation’s Membership Application form.
(2) A Member shall not present for inclusion in a Specification any intellectual or other property (“Property”): (a) that the Member believes a third party may claim as Property, without first obtaining the third party's written permission to do so, as well as the third party's written commitment to make such Property available in the manner described in Paragraph 3 below; or (b) that the Member believes such Member may claim as Property, except Property which such Member is willing to make available in the manner described in Paragraph 3 below.
(3) Except as set forth in Paragraph 4, a Member owning Essential Claims will provide to any party ("Licensee") a license ("License") that is royalty-free and otherwise on reasonable and non-discriminatory ("RAND") terms covering those Essential Claims, provided that the Licensee agrees to grant reciprocal royalty-free Licenses of its own Essential Claims to such Member and any other creator, user or distributor of compliant implementations of the Specification. This royalty free License may be suspended by such Member with respect to a particular Licensee if such Member is sued by that Licensee for infringement of Essential Claims in the Specification. A Member's obligations under this Paragraph do not end upon termination of membership with respect to: (a) Specifications that were created while the Member was a Member to the extent of those portions of such Specifications that remain unmodified thereafter; or (b) any submissions made prior to such Member's termination, whether or not the Specification for which the submission was intended was adopted prior to such termination.
(4) A Member must promptly notify the Corporation via email or in writing of any actual or potential infringement of the Member’s Property rights that arises or may arise in the future as a result of the Corporations activities to develop Specifications. Failure to notify the Corporation of such infringement or potential infringement in a timely fashion constitutes a waiver of the Member's infringement claim against the Corporation and against Members and non-members alike who use the Property in the manner proposed in the Specification, and creates a License for the Corporation for Members and non-members alike to use the Property without royalty or other payment to the Member and otherwise on RAND terms, in the development, adoption, distribution, commercial exploitation and marketing of products compliant to the Specification, but not for any purpose other than as proposed in the Specification.
(5) A Member retains the right to use that Member’s Property in any activity or manner that is unrelated to, not in conflict with, or derogation of, and is not reasonably expected to be incorporated in the Specification and/or in products compliant to the Specification.
(6) No Member shall be obligated to maintain with respect to another Member or the Corporation itself the secrecy or confidentiality of any information disclosed or revealed in the course of a Corporation activity. Members are obligated to maintain the secrecy and confidentiality of such information with respect to non-members, provided that such information has been identified as confidential at the time of disclosure.