This policy is based on the OpenStack Foundation Antitrust Compliance Policy (released under Apache 2.0 license) and Linux Foundation Antitrust Policy (released under CC BY 4.0), and adapted to reflect the specific needs of our organization.
The Open Molecular Software Foundation (OMSF) was formed to involve interested companies and individuals in a collaborative effort to support a collection of open source technology advancing molecular sciences. Because some of the participants ("Members") will include competitors, these activities are subject to antitrust laws. While coordination among competitors to achieve pro-competitive goals and efficiencies is perfectly legal under the antitrust laws, it is important to identify conduct that raises concerns under the antitrust laws and be sure that antitrust risks are avoided.
The OMSF will use its best reasonable efforts to comply in all respects with the Antitrust Laws. In addition, all members of OMSF must likewise use their best reasonable efforts to comply in all respects with the Antitrust Laws and this Policy in carrying out OMSF-related activities, as must all non-members who participate in such activities, whether directly or indirectly, including without limitation, participants in OMSF's working groups and advisory boards, and OMSF's employees, consultants, directors and officers (all such non-member participants, "Participants").
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. The OMSF will not become involved in the competitive business decisions of its Members nor will it take or support any action that would tend to restrain competition in violation of antitrust laws.
II. Membership and participation policies.
The requirements for Membership and participation should be reasonable and nondiscriminatory, and those requirements should be applied in an impartial manner.
- Qualifications for Membership and participation should be objective and easily verifiable, as set in our Bylaws and Directed Fund agreements.
- Decisions about allowing particular entities to join or participate should not be based, in whole or in part, on the competitive or commercial interests of other actual or potential Members. The commercial interests of the Members should never be part of any discussion of actual or potential Membership or participation by other firms.
- Fees for Membership should be set at a level reasonably related to the costs they are meant to cover. Fees or other requirements for Membership and participation should not tend to exclude certain firms (for example, because of their size or their payment terms).
- Membership and participation should not be conditioned on past or future competitive commercial behavior by the prospective Member or participant.
- Any denial of a right to join or participate by any person or entity should be subject to a formal appeal process to the full Board of Directors.
III. Meetings and communications.
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, OMSF Members and Participants must adhere to the following policies when participating in OMSF-related or sponsored meetings, conference calls, or other forums.
- 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 OMSF committee, working group, or other group in which they participate.
- Consult with their respective counsel on all antitrust questions related to OMSF meetings.
- Report any violations of this Policy concerning the OMSF activities to the Board of Directors (see Contact Information).
Members should avoid:
- Discussions of their wholesale or retail market prices, terms or conditions of sale, distribution, production, customers, credit terms or marketing practices as these topics pertain to particular companies.
- Communications regarding individual company dealings with suppliers or customers.
- Any exchanges regarding prices, pricing methods, production quotas or other limitations on production or sale, including any actual or proposed allocation of territories or customers.
- Discussions of confidential or otherwise sensitive business plans or strategy.
- Acting to restrict any entity from gaining access to a market or customer or from freely purchasing or selling products or services, or discussing any such actions.
- Discussions among Members of business or competitive issues in social groups or otherwise outside the meeting itself.
IV. Quasi-standard setting activities
To the extent that Members develop and implement requirements or standards (recommended protocols, solutions, methods, configurations of products, etc.), the antitrust laws will consider the extent to which such standards are commercially nondiscriminatory and compliance is voluntary .
- Members should not be compelled, directed or coerced to refrain from innovation (either inside or outside of any agreed upon standards) by the OMSF, its committees or working groups, or its individual members.
- Any standards or specifications developed or approved by the Members should be based solely and exclusively upon technical considerations and the merits of objective expert judgments and thorough evaluation procedures. Such standards or specifications should in no way be based upon any effort, intention or purpose of any Member or combination of Members to reduce or eliminate competition in the sale, supply or furnishing of products or services.
- Neither the OMSF nor any combination of its Members should impose any special sanctions for the violation of standards or specifications developed, promulgated, recognized or approved by the Members.
- The Board of Directors shall be tasked with the development and implementation of policies and procedures to govern the treatment of any standards-related intellectual property rights held by Members.
Once again, these are general guidelines, and this is a complex, evolving area of the law. Each Member should consult with its own counsel on issues related to participation, license development and/or licensing, IP rights and other competitively sensitive issues raised by its membership in the OMSF.
Nothing contained in this policy should be construed to prohibit or limit a Member from making, using, selling, marketing, or promoting products that do not embody or make use of OMSF technology. Members are not required to exclusively use, announce, or promote OMSF tools or specifications. Members are free to design, develop, manufacture, acquire or market their respective products in any lawful way.
To contact OMSF regarding matters addressed by this Antitrust Policy, please send an email to email@example.com, and reference "Antitrust Policy" in the subject line.