Discussion DRAFT  
December 4, 2007
March 27, 2008

MTCONNECT SPECIFICATION 
IMPLEMENTER LICENSE AGREEMENT 

MTConnect, a forum sponsored by AMT Ð The Association For Manufacturing
Technology ("AMT"), is a collaborative effort to develop open technical
standards and specifications intended to foster greater interoperability
between equipment automation/control applications, and field systems/devices in
the manufacturing industry, as well as schema, prototype software examples, and
related documentation (as defined below, the "MTConnect Specification" and
"MTConnect Materials"), and to promote and facilitate implementation of the
MTConnect Specification in compliant applications, drivers, and other services.
This MTConnect Specification Implementer License Agreement ("Agreement") sets
forth the license terms and other terms of use for you, as an MTConnect
Implementer, to make use of the MTConnect Materials for purposes of adopting or
implementing the MTConnect Specification in compliant products, whether
hardware or software. By checking the box indicating that you accept the terms
of this Agreement, and clicking "I agree" below or otherwise using any of the
MTConnect Materials for purposes of implementation in compliant products, you
(for yourself and for any other person or entity that employs you, that you
represent or on whose behalf you act) hereby enter into this Agreement and, in
consideration of the license and agreements contained herein, and other good
and valuable consideration the receipt of which is hereby acknowledged, agree
as follows.

1.	DEFINITIONS

You 
"The term "you" and "your" as used in this Agreement includes you and any
other person or entity you that employs you, that you represent or on whose
behalf you are acting that will use the MTConnect Materials and/or implement
the MTConnect Specification.

Affiliate
means any entity that is directly or indirectly controlled by, under 
common control with, or that controls another entity.  For this purpose, 
"control" means direct or indirect ownership of, or the right to exercise, 
greater than 50% of the voting power, or greater than 50% of the 
ownership interest representing the right to make the decisions for the 
entity.

MTConnect
Specification or Specification means a final technical specification document,
as adopted and approved by the Technical Steering Committee, following approval
by majority vote of the Technical Advisory Group, for publication as an
MTConnect Specification, that defines specifications, schemas, standard
interfaces, objects, and methods for exchange of dynamic sensor data,
configuration data, and data representation among machines, software
applications and controllers. Specifications shall include or incorporate
software code only as reference implementations, optional examples, or other
code that will be used for illustrative purposes only and will not be a
required portion of the Specification.

MTConnect Materials
means MTConnect Specifications, schema, optional software examples 
or reference implementations, related documentation or guides, and any 
materials, updates or modifications related to any of the foregoing.

MTConnect Implementeror Implementor
means any party that has entered into or later enters into a MTConnect 
Implementer License Agreement.

Necessary Claims
means those claims of all patents and patent applications that an entity 
owns or controls that would necessarily be infringed by implementation 
of an MTConnect Specification.  A claim is "necessarily infringed" when 
there is no reasonable non-infringing alternative for implementing the 
required portions of the Specification.  Notwithstanding the foregoing, 
Necessary Claims do not include the following:
(a)	claims other than those set forth above even if contained in 
the same patent or patent application as Necessary Claims;
(b)	claims that are necessarily infringed only by portions of a 
product or implementation that are not required for 
compliance with the Specification;
(c)	claims covering any enabling technologies that may be 
necessary to make or use any product or portion thereof that 
complies with a Specification, but are not themselves 
expressly set forth in a Specification;
(d)	claims covering reference implementations or other 
implementation examples (i.e., examples that may be 
included in the text of a Specification and which illustrate how 
the Specification could be properly implemented); or
(e)	claims covering the implementation of other published 
specifications not developed by or for MTConnect or AMT, 
but referred to in the body of a Specification. 

Excluded Claims
means Necessary Claims that a Participant has timely disclosed, with all 
required information, and declared to be excluded from Participant's 
obligations to license on royalty-free terms; provided that Excluded 
Claims are subject to obligations to license on reasonable and non-
discriminatory terms.

[It is the general policy and intention of MTConnect to minimize 
Excluded Claims by drafting MTConnect Specifications to avoid 
infringing such Claim(s) once a Participant has given notice it intends to 
designate a claim as an Excluded Claim.  The MTConnect website 
provides information concerning such Excluded Claims, if any have in 
fact been designated.]  [Confirm whether to include either one or both of 
these sentences statement]  

Participant
means an entity, company, organization or individual who participates in 
the work of the MTConnect Technical Advisory Group, Technical 
Steering Committee, Drafting Committee, or any other committee or 
group created by the Technical Steering Committee to assist in technical 
work to develop MTConnect Materials.
Implementer
means an entity, company, organization or individual who makes use of 
the MTConnect Materials for purposes of adopting or implementing the 
MTConnect Specification in compliant products, whether hardware or 
software.

2.	LICENSES

2.1 Limited Patent Licenses To You as an MTConnect Implementer. AMT hereby
agrees that it will, and each MTConnect Participant has agreed, pursuant to the
MTConnect IP Policy and as a condition of its Participation, that the
Participant and its Affiliates will, upon request, grant to you a nonexclusive,
worldwide license to their Necessary Claims, royalty-free and under otherwise
reasonable and non-discriminatory (RAND) terms, solely to make, have made, use,
import, offer to sell, sell and otherwise distribute and dispose of products,
whether hardware or software, that comply with all relevant required portions
of the MTConnect Specification; provided that (a) such license shall be
conditioned upon your grant of a reciprocal royalty-free license as provided in
Section 2.2 below; (b) such license does not extend to any part or function of
a product that is not required for compliance with the Specification, including
operational reference implementations or other reference examples (i.e.,
examples that may be included in the text of a Specification and which
illustrate how the Specification could be properly implemented); (c) such
license need not extend to Necessary Claims for which a grant of such license
would require payment of royalties or other consideration to unaffiliated
parties; and (d) a Participant may charge a reasonable and nondiscriminatory
royalty for certain Excluded Claims that it has specifically and timely
identified and designated as Excluded prior to final adoption and publication
of the MTConnect Specification.

2.2 Reciprocal License by You to AMT and other MTConnect Implementers. In
consideration of use of the MTConnect Materials for purposes of adopting or
implementing the MTConnect Specification in compliant products, you hereby
agree on behalf of yourself, all parties that employ you, that you represent or
on whose behalf you are acting for use of MTConnect Materials, and their
Affiliates, that you and they will grant to AMT, to each Participant and to all
other MTConnect Implementers and their respective Affiliates (collectively
"Licensees" for purposes of this Section 2.2), a reciprocal nonexclusive,
worldwide license to their Necessary Claims, royalty-free and under otherwise
reasonable and non-discriminatory (RAND) terms, solely to make, have made, use,
import offer to sell, sell and otherwise distribute and dispose of products,
whether hardware or software, that comply with all relevant required portions
of the MTConnect Specification; provided that (a) such license may be
conditioned upon the Licensee's grant of a reciprocal license fulfilling the
commitments of Section 2.1 above; (b) such license need not extend to any part
or function of a product that is not required for compliance with the
Specification, including operational reference implementations or other
reference examples (i.e., examples that may be included in the text of a
Specification and which illustrate how the Specification could be properly
implemented); and (c) such license need not extend to Necessary Claims for
which a grant of such license would require payment of royalties or other
consideration to unaffiliated parties.

2.3 License representation and warranty. You represent and warrant that you
have authority to enter into this Agreement and to make binding license
commitments of Section 2.2 and other obligations of this Agreement on behalf of
the parties that employ you, that you represent or on whose behalf you are
acting in the use of MTConnect Materials. You further agree and warrant that
any transfer or assignment of a patent having Necessary Claims to a third party
shall be subject to and shall not affect any license granted pursuant to this
Agreement.

2.4 Copyright License. Based on your agreement to the terms and conditions of
this Agreement, AMT hereby grants to you, during the term of the Agreement, a
nonexclusive, non- transferable, revocable, non-sublicenseable, fully paid-up
and royalty-free, worldwide copyright license to use and to reproduce the
MTConnect Specification and other related MTConnect Materials made available to
you as necessary in order to exercise the patent rights granted in Sections
2.1. You agree that, to the extent copies and redistributions are permitted,
you will only copy or redistribute the MTConnect Materials in the form in which
you received them, without modifications, and that all copies and reproductions
shall include all copyright notices and disclaimers contained in the MTConnect
Materials.

2.5 Use of Name and Trademarks. You may identify a product, whether hardware or
software, as complying with the MTConnect Specification if and only if the
product complies with all relevant required portions of the MTConnect
Specification. You shall not, however, identify any product or service as being
certified by, sanctioned by, sponsored by or associated with AMT or MTConnect,
except as provided in a separate trademark agreement and in accordance with
policies and procedures which AMT may establish, including, but not limited to,
policies and procedures that require passing Compliance Tests as a condition of
so identifying any product or service.

3.	GENERAL

3.1 No Obligation. AMT and MTConnect have no responsibility to identify
Necessary Claims which may relate to a Specification, or to determine the legal
validity or scope of Necessary Claims brought to their attention. Each
MTConnect Implementer is responsible for securing its own licenses or rights to
any patent or other intellectual property rights that may be necessary for such
use, and neither AMT nor MTConnect have any obligation to secure any such
rights.

3.2 No Other Licenses; . Except for the rights expressly provided by this
Agreement, neither you, nor AMT, MTConnect or any Participant, grants or
receives, by implication, or estoppel, or otherwise, any rights under any
patents or other intellectual property rights.

3.3 DISCLAIMER OF WARRANTY. ALL MTCONNECT MATERIALS AND SPECIFICATIONS PROVIDED
BY AMT, MTCONNECT OR ANY PARTICIPANT TO YOU OR ANY PARTY ARE PROVIDED "AS IS"
AND WITHOUT ANY WARRANTY OF ANY KIND. AMT, MTCONNECT, AND EACH OF THEIR
RESPECTIVE MEMBERS, OFFICERS, DIRECTORS, AFFILIATES, SPONSORS, AND AGENTS
(COLLECTIVELY, THE "AMT PARTIES") AND PARTICIPANTS MAKE NO REPRESENTATION OR
WARRANTY OF ANY KIND WHATSOEVER RELATING TO THESE MATERIALS, INCLUDING, WITHOUT
LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF NONINFRINGEMENT,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. 

3.4 LIMITATION OF LIABILITY. IN NO EVENT SHALL AMT, MTCONNECT, ANY OTHER AMT
PARTY, OR ANY PARTICIPANT BE LIABLE FOR THE COST OF PROCURING SUBSTITUTE GOODS
OR SERVICES, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR ANY INCIDENTAL,
CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OR OTHER DIRECT DAMAGES,
WHETHER UNDER CONTRACT, TORT, WARRANTY OR OTHERWISE, ARISING IN ANY WAY OUT OF
THIS AGREEMENT, USE OR INABILITY TO USE MTCONNECT MATERIALS, WHETHER OR NOT
SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

3.5 Assignment.
You acknowledge that AMT may, at its discretion, transfer, assign, or license
its copyright in MTConnect Materials to another organization that will take
over administration and development of the MTConnect Specification and other
MTConnect Materials, and you agree that for that purpose AMT may also transfer
or assign its rights in this Agreement to such other organization. 

3.6 Governing Law and Jurisdiction. This Agreement shall be governed and
construed by the substantive laws of Virginia without reference to conflict of
laws principles. The parties agree that all disputes arising in any way out of
this Agreement shall be heard exclusively in, and all parties irrevocably
consent to jurisdiction and venue in, the federal courts having jurisdiction of
the Eastern District of Virginia, or state courts having jurisdiction in the
area in which such federal courts have jurisdiction.

3.7 Complete Agreement; No Waiver. This Agreement sets forth the entire
agreement and understanding of the parties with respect to the subject matter
hereof and supersedes all prior agreements and understandings relating hereto.
No modifications or amendment of this Agreement shall be binding unless
accepted in writing by AMT, and the waiver of any breach or default will not
constitute a waiver of any other right hereunder or any subsequent breach or
default. 

3.8 Interpretation; Severability. You agree that a printed version of
the Agreement and of any notice given in electronic form shall be admissible in
judicial or administrative proceedings based upon or relating to the Agreement
to the same extent and subject to the same conditions as other business
documents and records originally generated and maintained in printed form. The
language of this Agreement shall be deemed to be the language mutually chosen
by the parties and no role of strict construction shall be applied against or
in favor of any party. In the event that any provision of this Agreement is
held by a court of competent jurisdiction to be invalid, void, or
unenforceable, then (a) such provision shall be deemed modified in a manner
that, to the maximum extent possible, effectuates the intent of the parties in
a legal, valid and enforceable manner, and (b) the remaining provisions shall
continue in full force without being impaired or invalidated in any way. 

3.9 Compliance with Laws. Anything contained in this Agreement to the contrary
notwithstanding, the obligations of the parties hereto shall be subject to all
laws, present and future, of any government having jurisdiction over the
parties hereto, and to orders, regulations, directions or requests of any such
government.

4. ACCEPTANCE OF TERMS 

4.1 Electronic Signature. This Agreement is an electronic contract that governs
your use of the MTConnect Materials for purposes of adopting and implementing
the MTConnect Specification in compliant products, whether hardware or
software. By checking the box indicating you accept these terms, you create an
electronic signature that has the same legal force and effect as a handwritten
signature.

4.2 Electronic Form. When you check the box indicating your acceptance of the
Agreement, you also consent to have the Agreement provided to you in electronic
form and agree to receive information about the Agreement electronically. AMT
and the MTConnect reserve the right to send you information by postal mail.

4.3 Notice to AMT and Request for Non-Electronic Copy. You have the right to
receive this Agreement in non- electronic form. You may request a
non-electronic copy of this Agreement either before or after you electronically
sign it. To receive a non-electronic copy of the Agreement, or to notify AMT
for any other purpose, please send an e-mail to Paul Warndorf
(pwarndorf@AMTonline.org) or a letter and self-addressed, stamped envelope to:
AMT - The Association For Manufacturing Technology 7901 Westpark Drive McLean,
VA 22102 Attention: Paul Warndorf

I need to better understand this.  This seems to address products and are these products that may be necessary to 
implement the standard?
 
Version 1.0, revised 12/4/2007		- 2 -
 MTConnectª Implementer License Agreement
 © AMT Ð The Association For Manufacturing Technology  2007
Version 1.0, revised 12/4/2007
 MTConnectª Implementer License Agreement
 © AMT Ð The Association For Manufacturing Technology  2007
MTConnect is a registered trademark of AMT Ð The Association For Manufacturing Technology.