2022-03-31_J.Membership_&_Antitrust_Policy

Exhibit J

Membership and Antitrust Policy of SHAREALEDGER, NFP

Last Revised March 17, 2022

The following document is proposed to the board of directors for adoption as the definition of membership in Sharealedger.

Introduction

Sharealedger’s mission is to support innovation in financial systems. The purpose of this Membership and Antitrust Policy (the “Policy”) is to provide clarity on participation and intellectual property rights and avoid antitrust risks in carrying out this mission.

If applicable, employees are required to obtain employer approval to make work related contributions to Sharealedger.

Antitrust Policy

It is Sharealedger’s policy 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. The U.S. Supreme Court has ruled that a trade association may be held legally responsible for the unauthorized, as well as authorized, acts of its members.

Sharealedger will use its best reasonable efforts to comply in all respects with the Antitrust Laws. In addition, all members of Sharealedger (collectively, “members”) must likewise use their best reasonable efforts to comply in all respects with the Antitrust Laws and this Policy in carrying out Sharealedger-related activities, as must all non-members who participate in such activities, whether directly or indirectly, including without limitation, participants in Sharealedger’s working groups and Linux user advisory councils, and Sharealedger’s employees, consultants, directors and officers (all such non-member participants, “participants”).

The goal of Antitrust Laws is to encourage vigorous competition. Nothing in this Policy, or in any Sharealedger document or policy, prohibits or limits the ability of Sharealedger members or 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. Members and 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 promulgated to all members and participants in Sharealedger.

The following policies address three areas in which the Antitrust Laws are particularly concerned: Membership; Conduct of Meetings; and Requirements/Standard Setting.

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, Sharealedger members and participants must adhere to the following policies when participating in Sharealedger-related or sponsored meetings, conference calls, or other forums.

Sharealedger members and 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 Sharealedger-related meetings, conference calls, or other forums for exchange of information, members and 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.
  • Understand the purposes and authority of each Sharealedger committee, working group, Linux user advisory council, or other group in which they participate.
  • Consult with their respective counsel on all antitrust questions related to Sharealedger 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, if occurring during a meeting, or make such protest known to the Legal Counsel of Sharealedger (see Contact Information, below).

Membership

Member will comply with all the terms and conditions of The Sharealedger Bylaws, as they may be amended, and of such policies as the Board of Directors and/or committees of the Board may adopt, provided, however, that, with respect to policies applicable generally to all Sharealedger members, Shareledger, NFP agrees that it will not adopt and require compliance with, or amend, any policy relating to patents or other intellectual property rights unless it gives at least sixty (60) days’ notice to members prior to the effective date of such policy, or amendment, during which time the Member may choose to cancel its Membership.

Sharealedger does not have an intellectual property policy related to Sharealedger membership. The technical governance and intellectual property policies for each technical project community hosted by Sharealedger and its affiliates are set forth under the applicable charter for each project. Member agrees to comply with the charters of any specific project that it chooses to contribute to.

Sharealedger membership is available on reasonable terms to all individuals and entities meeting the qualifications established by Sharealedger for membership, as set forth in Sharealedger’s bylaws. No applicant for membership who meets the membership criteria should be rejected for any anti-competitive purpose or solely for the purpose of denying the applicant the benefits of membership.

Any Sharealedger information, materials, or reports available to members shall be made available to non-members on reasonable terms, when failure to make them available will impose a significant economic or competitive disadvantage or cost to non-members.

Requirements/Standard Setting

Sharealedger and its working groups may establish standards, technical requirements and/or specifications for financial-based products (collectively, “requirements”). All such requirements shall be voluntary. Members and participants shall not enter into agreements that prohibit or restrict any member or non-member from establishing or adopting any other requirements. Members and 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.

Parties who may be affected by a requirement adopted by an Sharealedger working group shall be given the opportunity to comment on the development of any such requirement, regardless of whether they are members of Sharealedger. Sharealedger and its working groups will publish all proposed requirements on the Sharealedger website for a reasonable period of time prior to formal adoption, and shall consider comments to those proposed requirements prior to adopting a final requirement.

Sharealedger working groups shall develop and select requirements based on their quality, technological attributes and ability to address the needs of Linux users. Sharealedger working groups shall not promote standardization of commercial terms, such as terms for license and sale.

All participants in Sharealedger working groups shall execute and abide by all applicable rules, policies and procedures adopted by Sharealedger or the applicable working group, as updated from time to time (collectively “Sharealedger Policies”). Requirements developed by Sharealedger working groups 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, members and participants in the process shall not contribute information that is proprietary, confidential or otherwise protected by rights belonging to that member, participant, or any third party except as may be permitted in accordance with Sharealedger Policies.

Standards Setting IP Licenses

If not specific project IP agreement is in place, all materials contributed to Sharealedger are licensed under a Creative Commons Attribution 4.0 License. Software and code contributed to Sharealedger is licensed under an Apache 2.0 License.

Standards specifications are documented in individual github repositories, containing specific license agreements, typically based upon Community Specification developed by the Joint Development Foundation. Other licenses may be specified in the individual repositories.

Sharealedger’s policy is to discuss thoroughly with legal counsel any proposed programs or policy decisions before they are implemented. If any member or participant has any question as to the legality of a proposed course of action, the matter should be immediately referred to the General Counsel of Sharealedger. In this manner, Sharealedger can ensure continued pursuit of its legitimate objectives with maximum protection for members and participants.

Contact Information

To contact Sharealedger regarding matters addressed by this Membership and Antitrust Policy, please send an email to kip.twitchell@sharealedger, and reference “Membership and Antitrust Policy” in the subject line.

Related Policies

Terms of Use: Website terms of use can be found here.

Privacy Policy: Sharealedger privacy policy can be found here.