RULES OF MEMBERSHIP

FORUM

Background

The Forum has been established for the purpose of encouraging the development of
Network Interface Specifications for Conformant Network Products and to establish
such Network Interface Specifications as open world standards for the benefit of
end-users of Conformant Network Products. All such Network Interface Specifications
will be developed through Member participation.

Each Network Interface Specification covers a specific Technical Area. The highest
common denominators of all Network Interface Specifications are embodied in a
Common Specification. When becoming a Member of this Forum, such Member
shall opt for engagement in one or several Technical Area or Areas, by which its
Scope of Membership is determined, and the Common Specification.

As specified herein, Members shall undertake to encourage and participate in the

development of joint Network Interface Specifications for Conformant Network
Products, to make public such Network Interface Specifications for the purpose of
establishing an open world standard for the benefit of end-users of Conformant
Network Products and to contribute with licenses and support the Forum in
accordance with these Rules.

In order to facilitate the administration of the Forum, a management services company

has been assigned and a non-profit company has been founded for the purpose of
administration.

These Rules shall only govern the participation of Members in the Forum, and shall
not apply to any other matters or any other rights or responsibilities between or
among the Members except in connection with the Forum. Nothing in these Rules
shall limit a Member from entering into an agreement with another Member or
Members which modifies or supersedes these Rules in their dealings with each other.

1. Definitions
For the purpose hereof, the following capitalized terms shall have the respective
meaning provided below:

1.1 “Affiliate” shall mean, with respect to any party hereto, any legal entity of,
firm, partnership, proprietorship, or other legally recognizable form of
business entity, in whatever country organized or resident, directly or

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 indirectly (i) owned or controlled by such party, (ii) owning or controlling
such party or (iii) owned or controlled by any legal entity under common
control with such party. For the purpose of this definition, “ownership”
shall mean more than fifty percent (50%) beneficial ownership of the equity
securities or interests of the legally recognizable entity or the ability to vote
more than fifty percent (50%) of the aggregate votes cast at a partner or
shareholder meeting (or the ability to control any single class of votes), in
each case, only so long as such ownership or voting rights continue. For the
purpose of this definition, “control” shall mean the power to direct or cause
the direction of the management or policies of such legally recognizable
entity, directly or indirectly, whether through the ownership of voting shares,
by contract or otherwise.

1.2 “Committee” shall mean the committees as further described in these Rules.

1.3 “Common Specification” shall mean the overall specification which sets
out the common denominators of all Network Interface Specifications adopted
by the Forum. The Common Specification is a separate specification, to which
all Network Interface Specifications will refer.

1.4 “Company” shall mean any non-profit company established for the purpose
of facilitating the administration work of the Forum.

1.5 “Conformant Network Product” shall mean a network versatile software

application or hardware product as set out in Appendix B.

1.6 “Confidential Information” shall mean any information disclosed in any

form whatsoever (including, but not limited to, disclosure made in writing,
orally or in the form of samples, models, computer programs or otherwise)
by a Member to another Member under these Rules, provided that (i) if
such information is disclosed by the disclosing Member in writing, it shall
be marked as confidential at the time of disclosure, (ii) if such information
is disclosed by the disclosing Member orally, it shall be identified as
confidential at the time of disclosure and shall also be summarized and
designated as confidential in a written memorandum delivered to the receiving
Member within thirty (30) days of disclosure, (iii) if disclosed in any other
manner, it shall be designated in writing as confidential at the time of
disclosure.
1.7 “Contributing Member” shall mean a Member of the member level
Contributing Members, which shall be open for Members who wish to

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 participate in the work of the Forum but do not want to accept the obligations
expected of a Full Member.

1.8 “Contribution” shall mean a Member’s contribution, in terms of ideas and

technologies, to the development of the Specifications.

1.9 “Essential Intellectual Property Rights” shall mean any Intellectual

Property Right which would be necessarily and unavoidably infringed by
the making, having made, designing, using, offering for sale, selling,
importing, exporting, leasing or disposing by other means of those portions
of a product that implements a Network Interface Specification in a particular
country in the absence of a license or other authorization from the owner
of such Intellectual Property Rights in such country. As used herein, “infringe”
includes direct infringement, contributory infringement and/or inducement of
infringement. For the avoidance of doubt, the Essential Intellectual Property
Rights shall not include any Intellectual Property Rights which merely cover
(i) any enabling technologies that may be necessary to make or use any
product or portion thereof that complies with a Network Interface
Specification, but are not themselves expressly set forth in a Network
Interface Specification; or
(ii) semiconductor manufacturing technology, DSP architecture, processor
architecture/micro architecture, wireless communication technology, compiler
technology, integrated circuit packaging technology, security technology,
internal architectures of integrated circuits, applications which run on
integrated circuits, audio coding technology, video coding technology or basic
operating system technology; or
(iii) any generally-available standard or format, whether in whole or significant
part, not developed by or for the Forum, but referred to or incorporated in a
Network Interface Specification, or
(iv) any portions of any product and any combination except for that portion
or portions which are required solely in order to achieve an interface that is
conformant with a Network Interface Specification; or
(v) any methods or processes practiced, in whole or in part, over an interface
that are not expressly set forth in a Network Interface Specification.
Finally, Essential Intellectual Property Rights shall not include any Intellectual
Property Rights which if licensable, would require a payment of royalties or
other consideration by the relevant Member or its Affiliate (or any other
party, if the context requires so) to third parties as a result of licensing such
Intellectual Property Rights in accordance with the terms hereof.

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 1.10 “Forum” shall mean the network versatile interface alliance between the
Members described in these Rules.

1.11 “Full Member” shall mean a Member of the member level Full Members,
which shall be open for Members who wishes to have full member rights
as defined in Section 2.3 below.

1.12 “Initiators” shall mean those companies that (i) established the Forum, (i.e
Axis Communications AB, Robert Bosch GmbH and Sony Corporation) and
(ii) meet the requirement of continuously maintaining their status as a Full
Member.

1.13 “Institutional Member” shall mean a Member of the limited member level
Institutional Members, which shall be open for Members who want to
participate in the work of the Forum similar to Contributing Members, and is
a qualifying nonprofit organization, an institution of higher learning, or
university. However, an Institutional Member may not present, claim, market
or promote any hardware product or software application or other device to be
qualified as a Conformant Network Product.

1.14 “Intellectual Property Rights” shall mean patents, designs (registered or

otherwise), know-how, copyrights, other works of authorship and similar
rights, statutory or otherwise, together with applications thereof.

1.15 “Logo(s)” shall mean the trademark rights, copyrights and other rights in
and to certain logos of the Forum, as set forth in Appendix A, which may
be revised from time to time by a unanimous vote by the Steering Committee.

1.16 “Member” shall mean a member of any level of the Forum. A Registered
Affiliate will be considered a “Member” for purposes of Section 1.8 of these
Rules (the definition of “Contribution”), Section 4 of these Rules
(“Intellectual Property Rights”), Section 5 of these Rules (“Licensing of
Intellectual Property Rights”) and such other sections of these Rules that
apply to the activities of ONVIF in which the Registered Affiliates are
rightfully engaged.

1.17 “Network Interface Specification(s)” shall mean the collective network

interface specifications for Conformant Network Products, which are
developed and adopted by the Forum in accordance with the terms and
conditions of these Rules and which may be constituted by a single

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 specification or several specifications divided into different functional areas.
Each respective Network Interface Specification covers and rules the
development work regarding the global standardization of a specific Technical
Area. Such parts of the different Network Interface Specifications, which are
deemed to be common, shall however be allocated to the Common
Specification. It is anticipated that the Network Interface Specifications will
address the interface protocol to realize the communication between the
Conformant Network Products. For the avoidance of doubt, a Network
Interface Specification shall be limited to include only the interface itself
and not the resulting actions from such interface commands.

1.18 “Observer Member” shall mean a Member of the limited member level
Observer Members, which shall be open for Members who do not want to
participate in any work of the Forum, but who is granted certain limited
benefits such as the right to access Network Interface Specification test tools
and to receive such information as discretionally provided by the Forum from
time to time. However, an Observer Member may not present, claim, market
or promote any hardware product or software application or other device to be
qualified as a Conformant Network Product and may not be a manufacturer of
products that are within the Scope of Membership opted for by that Observer
Member.

1.19 “Other Committee” shall mean the Committee set forth in Section 3.3.1.

1.20 “Registered Affiliate” shall mean an Affiliate of a Full or Contributing

Member for which the applicable participation fee has been paid and for
which has signed a Registered Affiliate countersignature.

1.21 “Resign(ation)” shall mean withdrawal, exclusion or suspension of

membership as Member as set forth in Section 2.5 below.

1.22 “Rules” shall mean these Rules, including all attachments hereto, and any
and all amendments to the Rules and/or such attachments.

1.23 “Scope of Membership” shall mean the Technical Areas opted for by a
Member, by which the extent of such Member’s membership is determined.

1.24 “Specification(s)” shall mean the specifications, as established by the

Technical Committee from time to time, for any Network Interface
Specification.

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 1.25 “Technical Area” shall mean the different technical areas, covered by each
respective Network Interface Specification, inter alia network video interface
and access control. The Technical Areas are set forth in Appendix B, as
amended from time to time.

1.26 “User Member” shall mean a Member of the member level User Members,
which shall be open for Members who wishes to use one or several
Network Interface Specifications and have access to Specification proposals,
but do not want to participate in any work of the Forum.

2. Forum membership

2.1 Levels of Membership.

There shall be five (5) levels of membership (Full, Contributing, Institutional,
User, Observer) as specified in Section 2.3 below.

2.2 Conditions of Membership

Any association, partnership, organization, company or corporation which
has an interest in the Forum may, depending on its business and subject to
applicable restrictions under mandatory law (such as export control
regulations), become a Member of the Forum, upon satisfaction of the
following conditions:
A) execution of these Rules by a duly authorized representative of the
proposed Member; and
B) payment of such annual fees for membership as provided for in these
Rules.
A Member shall remain in “good standing” as a Member provided the Member
timely pays all dues, assessments, and other fees, executes and continues to
agree to, and abides by, these Rules and any other Forum documentation and
policies, and continues to meet all of the other requirements of membership,
as from time to time determined by the Steering Committee.

2.3 Rights and Obligations of Membership

The conditions, benefits, rights, privileges, and powers (if any) of any level
of Members may be changed, and the conditions, benefits, rights, privileges,
and powers of each such level may be prescribed, by adoption of an
amendment to these Rules by a 2/3 qualified majority vote by the Steering
Committee. Any such amendment shall be notified to the Members in writing

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 and be effective upon the date of receipt thereof by the Members in
accordance with Section 11.2 below. No amendment shall apply retroactively
unless explicitly so stated by the Steering Committee. All Members are
obligated to adhere to the duly adopted policies of the Forum, including but
not limited to the ONVIF Appeals Policy and the ONVIF Member Code of
Conduct and Ethics Policy.

2.3.1 Each Full Member shall be entitled to:

A) participate in the work of and be nominated to chair any of the
Committees;

B) participate in such work group(s) which support the Network Interface

Specifications encompassed by the relevant Scope of Membership for
such Member;

C) vote for the seats in any of the Committees;

D) provide Contributions to the Network Interface Specifications

encompassed by the relevant Scope of Membership for such Member;

E) have early access to the Network Interface Specifications encompassed

by the relevant Scope of Membership for such Member, and marketing
materials that are generally released by the Forum, prior to release to
non-members, consistent with reasonable procedures from time to time
established by the Technical Services Committee;

F) use the Logos in accordance with Section 5.2 below; and

G) participate in the Forum annual and other general membership meetings if

held.

Each Full Member shall commit to use commercially reasonable efforts to

meet all agreed upon target dates and/or milestones as may be defined by
the Steering Committee from time to time. If the agreed upon targets or
milestones cannot be met by any Full Member, it shall then immediately notify
the other Full Members that the target dates as well as the milestones may
require adjustments.

2.3.2 Each Contributing Member shall be entitled to:

A) participate in the work of any of the Committees;

B) participate in such work groups which support the Network Interface

Specifications encompassed by the relevant Scope of Membership for

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 such Member;

C) vote for the seats in any of the Committees except the Steering Committee;

D) provide Contributions to the Network Interface Specifications

encompassed by the relevant Scope of Membership for such Member;

E) have early access to Network Interface Specifications encompassed by

the relevant Scope of Membership for such Member, and marketing
materials that are generally released by the Forum, prior to release to
non-members, consistent with reasonable procedures from time to time
established by the Technical Services Committee;

F) use the Logos in accordance with Section 5.2 below; and

G) participate in the Forum annual and other general membership meetings if

held.

2.3.3 Each User Member shall be entitled to:

A) access Specification proposals; and

B) use the Logos in accordance with Section 5.2 below.

2.3.4 Each Institutional Member shall be entitled to:

A) participate in such work groups which support the Network Interface

Specifications encompassed by the relevant Scope of Membership for
such Member;

B) provide Contributions to the Network Interface Specifications

encompassed by the relevant Scope of Membership for such Member;

C) have early access to Network Interface Specifications encompassed by

the relevant Scope of Membership for such Member, and marketing
materials that are generally released by the Forum, prior to release to
non-members, consistent with reasonable procedures from time to time
established by the Technical Services Committee;

D) use the Logos in accordance with Section 5.2 below; and

E) participate in the Forum annual and other general membership meetings if

held.

2.3.5 Each Observer Member shall be entitled to:

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 use the Logos in accordance with Section 5.2 below.

2.3.6 All Full, Contributing, Institutional, and User Members shall always
use their best endeavor in creating and promoting any Specification while
being a Member of the Forum. Promoting includes, without limitation, to
provide Contributions and to grant licenses in accordance with these Rules for
the purpose of the development of the relevant Network Interface
Specification(s). Further, all Members shall always uphold and safeguard the
interests of the Forum.

2.3.7 Each Full and Contributing Member may have its Registered Affiliates
involved in the activities of the Forum on behalf of itself. Each Member shall
only have one (1) vote in any election or voting procedure to be performed in
accordance with these Rules, which shall mean that a group of companies,
which are Affiliates to each other, may permit one of such group of companies
to vote in connection with a voting procedure to be performed in accordance
with these Rules; provided, however, a Registered Affiliate of a Contributing
Member may not vote in the Steering Committee Elections. Each Registered
Affiliate is permitted to make Contributions to the Committees and work
groups of ONVIF and shall be subject to the terms and conditions associated
with making such Contributions, including all terms and conditions related to
Intellectual Property Rights, and shall be treated as a “Member” for such
purposes as described in Section 1.16. Each Full and Contributing Member and
its Registered Affiliates may participate in the listing of ONVIF Conformant
devices by ONVIF provided it satisfies the requirements in the ONVIF
Conformance Process Specification, or such other applicable ONVIF policy,
and provided that (i) for a Full or Contributing Member’s devices, such
devices’ brand names can be identified by ONVIF as owned and controlled by
the Member and either under the same brand name as the Member company or
is a brand that has been registered by Member in accordance with ONVIF’s
established procedures for use of additional brands in the conformance testing
program; and (ii) for a Registered Affiliate’s devices, such devices’ brand
names can be identified by ONVIF as owned and controlled by such Registered
Affiliate and either under the same brand name as the Registered Affiliate
company or is a brand that has been registered by Registered Affiliate in
accordance with ONVIF’s established procedures for use of additional brands
in the conformance testing program (including a procedure permitting a
Registered Affiliate to identify its first brand on the Registered Affiliate
Counterpart Signature Page or equivalent form provided by ONVIF).

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 2.3.8 An Affiliate of a Member shall not be prohibited from joining ONVIF as a Full
or Contributing Member; provided however, such Affiliate acknowledges that
(i) a group of companies, which are Affiliates to each other, may permit only
one out of such group of companies to vote in any given voting procedure to
be performed in accordance with these Rules, including but not limited to
whenever a vote is cast within any type of Committee or work group, and (ii)
a group of companies, which are Affiliates to each other, may permit only one
out of such group of companies to serve on any type of Committee,.

2.4 Membership Fees

Each Member shall pay an annual membership fee to the Company. Such
fee may be different for different membership levels. The sole purpose of
the said fee shall be to cover the administration costs related to the Company
and the Logos and other costs directly related to the Forum. Subject to the
annual budget of the Forum, which is proposed by each of the Other
Committees and approved by the Steering Committee, the fee level shall
annually be adjusted and approved by the Steering Committee, such approval
to be granted without undue delay unless the difference between the suggested
level and the current level reasonably can be considered to be too extensive.
The annual membership fees, which apply for different levels of membership,
are set out in Appendix C, which will be updated by the Steering Committee
on a yearly basis

For the avoidance of doubt, each member shall be solely responsible for all
of its expenses incurred by it in connection with being a Member.

2.5 Changes of membership

2.5.1 Resignation
Any Member may, in its sole discretion, withdraw from its membership of
the Forum with a twenty (20) calendar days prior written notice to the
chairperson of the Steering Committee. No refund of membership fees is
payable upon withdrawal.

Any Member not in good standing as set forth in Section 2.2 above may be
excluded or suspended from membership of the Forum by resolution of a
majority vote of the Steering Committee.

Any warranties, licenses and/or commitment including such agreements as

set forth in Section 5 below, given or granted by a Member within the

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 work of the Forum and in accordance with the terms of these Rules, shall
continue in full force and effect for (i) any Contribution made available to
the Forum prior to the date of Resignation or (ii) any Intellectual Property
Rights covering a Network Interface Specification established prior to the
date of Resignation. In case of Resignation of a Member during any Review
Period, as defined in Section 5.6 below, such Member shall grant all
necessary licenses in and to Essential Intellectual Property Rights in
accordance with Section 5.3.1 or 5.3.2 below, whichever is applicable.

After Resignation, a Member shall not undertake adverse actions against

the Forum.

Any licenses and other rights (including but not limited to licenses to the
Logos and Essential Intellectual Property Rights licenses) granted to a Member
in accordance with the provisions of these Rules are terminated immediately
upon Resignation.

2.5.2 Change of Scope of Membership

Each Full, Contributing and Institutional Member is entitled to extend,
diminish or otherwise alter its Scope of Membership with twenty (20) days’
prior written notice to the chairperson of the Steering Committee. The
provisions of Section 2.5.1 above shall apply in case of reduction of a
Member’s Scope of Membership by withdrawal from a Technical Area.

2.5.3 Change of Level of Membership

Each Member is entitled to change its level of membership with twenty
(20) days prior written notice to the chairperson of the Steering Committee.
The provisions of Section 2.5.1 above shall apply in case a Member wants
to descend from a higher level of membership to a lower level of membership.

2.6 Initiators
Initiators are founders of the Forum that have maintained their Full Member
status. If a Member that was initially an Initiator downgrades their Membership
then such Member no longer has an Initiator status and no longer has the rights
associated with being an Initiator. Accordingly, the Initiators shall serve as Full
Members with one (1) representative in the Steering Committee and one (1) or
more representatives in each one of the Committees.

For the purpose of continuity, one of the Initiators shall serve as chairperson of
the Steering Committee for the first two (2) years following the Formation Date
as defined below. Thereafter, the Steering Committee shall appoint its

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 chairperson by majority vote at the annual meeting or, if no annual meeting is
held, at the first Steering Committee meeting of any new annual term of the
Steering Committee that may be established by the Steering Committee, or at
any Steering Committee meeting if there is a vacancy .

3. Forum Organization and Operations

The Forum is organized in a number of committees and work groups, which
all work for the joint purposes of developing and marketing of the Network
Interface Specifications. The main executive body is the Steering Committee.

3.1 Full, Contributing and Institutional Member meetings and voting procedures

3.1.1 Annual Meetings

An annual meeting shall be held in connection with the anniversary of the
Formation Date (as defined in Section 3.2.2 below) or as otherwise set by the
Steering Committee..

In case voting is requested by a Full Member or Contributing Member in

the matters which may appear at the annual meeting, the voting shall be
done by casting ballots with a 2/3 qualified majority vote rule applied.

Only one (1) vote shall be accorded for a Full Member or Contributing
Member on matters for which it is able to cast a vote pursuant to these
Rules.

Minutes shall be kept at all meetings between the Full Members, Contributing
Members and Institutional Members, and at Committee meetings. Such
minutes shall be distributed to all Full Members, Contributing Members and
Institutional Members.

3.1.2 Committee and Work Group Meetings

In case voting is requested by a representative of a Full Member or a
Contributing Member on a Committee meeting, or by a Full Member,
Contributing Member or Institutional Member on a work group meeting, the
voting shall be done by casting ballots with a 2/3 qualified majority vote rule
applied. In such a vote, only one (1) vote shall be recorded for Full,
Contributing and Institutional Member (as applicable). Quorum of any voting
requires appearance of majority of the Members qualified in the applicable
Committee.
Minutes shall be kept at all meetings between the Full Members, Contributing

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 Members and Institutional Members (as applicable), and at Committee
meetings. Such minutes shall be distributed to all Full Members, Contributing
Members and Institutional Members (as applicable); notwithstanding the
above, the distribution requirement for the minutes of the Steering Committee
meetings shall be limited to distribution to those representatives that are
serving on the Steering Committe.

3.1.3 Representation in Committees

The seats in the Steering Committee and the Other Committees shall be
held by Full Members and Contributing Members as such. Accordingly,
each of the Full Members and the Contributing Members may appoint and
replace its representatives in the applicable Committees at its discretion.

3.2 Steering Committee

3.2.1 General
The Steering Committee shall consist of no more than seven (7)
representatives. Only Full Members are represented in the Steering
Committee. Each Member of the Steering Committee shall be entitled to have,
as a maximum, one (1) representative in the Steering Committee.

In the event of a merger between two (2) Members, the merged Member, if
a Full Member, will have only one (1) representation in the Steering
Committee.

A Full Member may resign from the Steering Committee by written notice
to the chairperson of the Steering Committee.

In the event that any Member of the Steering Committee is absent from the
meeting of the Steering Committee more than two (2) consecutive occasions,
such Member shall be automatically disqualified from membership of the
Steering Committee.

3.2.2 Initial Steering Committee

For a period following the Formation Date, as defined below, the following
shall apply as to the Steering Committee.

The Steering Committee and the Forum shall be deemed established on the
date on which all Initiators make one (1) Steering Committee representative
available (the “Formation Date”).

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 In connection with establishing the Forum, the Initiators may invite certain
potential members to become Members of the Forum, and may thereafter
invite them to participate with initial representatives in the Steering
Committee.

3.2.3 Steering Committee Elections

Subject to Section 2.6, Steering Committee elections for open positions, up
to the total maximum representatives set out in Section 3.2.1 above, shall
be held at the annual meeting. Any such positions shall be appointed by voting
by the Full Members. Such appointments shall be made for a term set by
the Steering Committee and will be based upon elections set by Steering
Committee. Voting shall be performed in accordance with Section 3.1 above.
Individuals elected by the Steering Committee in accordance with Section 3.1
above shall be required to personally serve in their position on a Committee,
including attending and participating in the Committee activities during the
period of time they serve on the Steering Committee. The Steering Committee
may set a date, that is different from the anniversary date of the Formation
Date, for the election of a chairperson (“Designated Election Date”) to
correspond to the end of a chairperson’s term.

The chairperson of the Steering Committee shall be appointed in accordance

with Section 2.6 above. The chairperson shall appoint a person to serve as
the vice chairperson. In absence of the chairperson the vice chairperson
shall act as chairperson during the meetings; if a vice chairperson has not been
appointed, then at a meeting which the chairperson is absent, the Steering
Committee may appoint a member of the Steering Committee to serve as
chairperson of the meeting.

Any possible changes of members of the Steering Committee shall come in

effect immediately after the annual meeting has been closed.

A Full Member shall announce its candidacy to the Steering Committee to

the Executive Director during the thirty (30) calendar day Nomination period.
All open Steering Committee positions shall be announced to the Full Members
thirty (30) calendar days prior to the Designated Election Date. The list of
candidates for election at the Designated Election Date shall be provided to
the Full Members at least fourteen (14) calendar days prior to the Designated
Election Date.

Vacancies, including but not limited to vacancies that exist following an

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 Annual Meeting where less than the maximum number of representatives are
elected, shall be filled by the Steering Committee, in which case additional
Full Members shall be invited to the Steering Committee by the chairperson
following an affirmative vote of the Steering Committee to invite such Full
Members, and such additional Full Members shall serve on the Steering
Committee until the next Annual Meeting.

3.2.4 Steering Committee Duties and Responsibilities

The Steering Committee shall have the power to determine its own internal
governance in order to accomplish the tasks related to its duties and
responsibilities described below, and as otherwise required to run the Forum:

A) The Steering Committee shall in its own, or through its members or

appointed officers, handle the organization and work of the Forum.

B) The Steering Committee shall decide on the assignment to the

management association. For establishment of the Forum, the Initiators
may decide, by unanimous vote, on such assignment and may contract
with the management association on behalf of the Forum.

C) The Steering Committee shall adopt amendments to these Rules as it

deems necessary for the benefit of the Forum.

D) The Steering Committee shall decide on exemptions from the general rule
of non-remunerative licenses, in cases where a Member has made a
disclosure of Essential Intellectual Property Rights according to Section 5.5
below and requested a right to license such rights on reasonable and non-
discriminatory terms.

E) The Steering Committee shall organize the annual meetings, and in co-
operation with the Other Committees, the voting procedures at said
annual meetings.

F) The Steering Committee shall define the work areas for the Technical
Committee.

G) The Steering Committee shall approve the budgets of the Other

Committees and subject to such budget shall determine the annual
membership fee.

H) The chairperson of the Steering Committee shall act as a spokesperson

for the Forum.

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 I) The Steering Committee shall safeguard and uphold the interests of all
Members of the Forum equally, regardless of level of membership and
Scope of Membership.

3.2.5 Voting Procedures

Decisions by the Steering Committee in accordance with Section 3 . 2 . 4 B)
(Assignment to the management association) and 3.2.4 C) (Amendments to
these Rules) shall be made by unanimous vote. For the avoidance of doubt,
the adoption of a new Technical Area in accordance with Section 5.4 below
shall not be deemed to constitute an amendment to these Rules requiring a
unanimous voting result.

Decisions by the Steering Committee in accordance with Section 3.2.4 D

(Exemptions from the general rule of non-remunerative licenses) 3.2.4 F)
(Work areas for the Technical Committee), 3.2.4 G) (Annual membership fee)
and 5.4 (Adoption of new Technical Areas) shall be made by 2/3 qualified
majority vote.

3.3 Other Committees

3.3.1 General
The Other Committees are the following: Technical Committee, Technical
Services Committee, and Communication Committee.

The Other Committees shall each consist of no more than seven (7)
representatives. Only Full Members, Contributing Members and Registered
Affiliates of Full Members may be represented in the Other Committees;
provided, however the Steering Committee may restrict the number of
Registered Affiliates of such Other Committee in the event that the maximum
number of representatives has been reached and a Full or Contributing
Member petitions to join such Other Committee. Each Member of each of
the Other Committees shall be entitled to have, as a maximum, one (1)
representative in each of the Other Committees. Each of the Other Committees
shall prevent a group of companies, which are Affiliates to each other, from
having more than one (1) representation on such Other Committee.

In the event of a merger between two (2) Members, the merged Member, if
a Full or Contributing Member, will have only one (1) representation in
each of the Other Committees, provided, however, this shall not limit the
ability of the merged Member, if it is a Full Member, from having its

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 Registered Affiliates participate in place of the merged Member on one or
more of the Other Committees. In the event of a merger between two (2)
Members, the merged Member shall be required to promptly notify the
Executive Director regarding the transaction creating the merged Member
and provide a description of how the merged Member will participate in the
Company and any Affiliates created by the transaction that are or will be
participating in the Company.

A Full Member, Contributing Member or Registered Affiliate of Full

Member may resign from one (1) of the Other Committees by written notice
to the chairperson of that committee.

In the event that any Member of the Other Committee is absent from the
meeting of the applicable Other Committee or the work group thereof more
than two (2) consecutive occasions, such Member shall be automatically
disqualified from membership of such Other Committee. Members of such
Other Committee may provide recommendations to the Steering Committee
for candidates to fill one or more vacant seats on such Other Committee, and
upon approval by the Steering Committee any new Member shall be seated
on such Other Committee.

3.3.2 Initial Phase of the Other Committees

For the initial period following the Formation Date and until the first annual
meeting the following shall apply as to the Other Committees.

The Other Committees shall be deemed established, at a date following the

Formation Date on which three (3) Full Members or Contributing Members
for the Other Committee are available.

3.3.3 Other Committees Elections

The procedure described in relation to the Steering Committee in Section 3.2.3
above (other than that for the first Steering Committee), shall apply Mutatis
Mutandis to the appointment of members to the Other Committees.
Notwithstanding the above, the Steering Committee reserves the right to
appoint members to any of the Other Committees to fill any seats which are not
filled by an election, or for which a vacancy exist for any reason.

Each of the Other Committees shall elect a chairperson and vice chairperson,
each by majority vote either (A) at the first Committee meeting following the
start of the new term of the Committee, or (B) upon a vacancy of the chairperson
or vice chairperson position, and shall otherwise proceed according to all

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 other voting terms set forth herein. Notwithstanding the above, the Other
Committees shall not be obligated to elect a vice chairperson if no person has
accepted a nomination to stand for election of vice chairperson. In absence of
the chairperson, the vice chairperson shall chair the meetings. Unless
otherwise set forth in the Operations Guidelines Document, each of the Other
Committees shall operate on a basis of majority vote on all matters.
Individuals elected by any of the Other Committees as set forth above shall
be required to personally serve in their position on such Committee, including
attending and participating in the Committee activities during the period of
time they serve on the Committee.

3.3.4 Voting Procedures

Unless otherwise explicitly provided for herein, all decisions by the Other
Committees shall be made by majority vote.

3.4 Technical Committee

3.4.1 Technical Committee Duties and Responsibilities

The Technical Committee shall organize its work in accordance with the
instructions from the Steering Committee, and in areas where needed to
form technical work groups, and set the frames for future development of
the Network Interface Specifications, which the Technical Committee shall
govern and administer. The Technical Committee shall have the following
responsibilities:

A) The Technical Committee shall, directly or through its work groups,

receive Contributions and proposals of extensions of the Network
Interface Specifications from Full Members, Contributing Members and
Institutional Members of the Forum.

B) The Technical Committee shall govern and co-ordinate the content of

the Common Specification, including, but not limited to any updates
thereof, and ensure that the highest common denominators of each
respective Network Interface Specification are properly identified in the
Common Specification. Also, the Technical Committee ultimately, by
2/3 qualified majority vote, adopts the Common Specification. The
Technical Committee shall further review for approval, by 2/3 qualified
majority vote, initiation of the adoption procedure for new versions of
the Common Specification in accordance with Section 5 . 6 below, which

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 may lead to the full embracement of such new versions by the Forum.

C) The Technical Committee shall, prior to starting up work in new work

areas, obtain approval from the Steering Committee.

D) The Technical Committee shall govern and administer the work in its
approved work areas.

E) The Technical Committee shall define and approve, by 2/3 qualified

majority vote, work items for work groups (which may consist of one
(1) or more individuals) organized under the Technical Committee.

F) The Technical Committee shall receive work item project proposals from
the work groups.

G) Project proposals from work groups shall be reviewed and approved by

the Technical Committee. Approval of such project proposals requires 2/3
qualified majority vote of the Technical Committee.

H) The Technical Committee shall receive Specification proposals, based on

approved project proposals, from the work groups regarding one or several
Network Interface Specifications.

I) The Technical Committee shall receive or instigate proposals for new

Technical Areas, and forward such proposals to the Steering Committee
for the initiation of the adoption procedure set out in Section 5.4 below,
provided however that the Technical Committee has decided, by 2/3
qualified majority vote, to recommend such adoption to the Steering
Committee.

J) The Technical Committee shall review for approval, by 2/3 qualified

majority vote, initiation of the adoption procedure for a Specification
proposal in accordance with Section 5 . 6 below, which may lead to the
full embracement of the Specification proposal by the Forum.

K) The Technical Committee shall forward to the Steering Committee all

disclosures of Essential Intellectual Property Rights made by Members in
accordance with Section 5.5 below.

L) The Technical Committee shall decide, by 2/3 qualified majority vote,

whether to proceed with the adoption procedure for a Specification
proposal in cases described in Section 5.6 B) below.

M) The chairperson shall act as a spokesperson for the Technical Committee.

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 3.5 Technical Services Committee

3.5.1 Technical Services Committee Duties and Responsibilities

The Technical Services Committee shall organize its work in accordance
with the instructions from the Steering Committee, and with the main tasks
listed below:

A) The Technical Services Committee shall define and create a verification

and self certification process for Conformant Network Products.

B) The chairperson shall act as a spokesperson for the Technical Services

Committee.

3.6 Communication Committee

3.6.1 Communication Committee Duties and Responsibilities

The Communication Committee shall organize its work in accordance with
the instructions from the Steering Committee and govern and administer
planning of promotional activities of the Forum through events such as trade
shows, press announcements and the Forum’s web site, and preparation of
exhibitions and promotional materials thereto.

A) The Communication Committee shall initially set up a Forum web site

through which communication with the Members, and to the extent
applicable external parties, primarily shall take place.

B) The Communication Committee shall appoint one (1) PR spokesperson

for the Forum.

C) The chairperson shall act as a spokesperson for the Communication

Committee.

4. Intellectual Property Rights

4.1 All Intellectual Property Rights created solely by employees of a Member
in pursuance of these Rules shall belong exclusively to that Member and it
shall have the right to make applications for protection for such Intellectual
Property Rights.

4.2 All Intellectual Property Rights created jointly by employees of two (2) or
more of the Members in pursuance of these Rules (“Joint IPR”) shall, unless

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 otherwise agreed between such Members, be jointly owned by those Members
having at least one (1) creator (the “Participating Parties”). The Participating
Party which becomes first aware of the relevant Joint IPR shall inform
the other Participating Parties on a confidential basis about this fact and
each Participating Party shall ensure that all rights necessary to fulfil these
Rules are forthwith complied with.

4.3 The Participating Parties shall for each Joint IPR, agree on the details of
the first filing, further filing, prosecution, maintenance and defense, relating to
applications for protection of the Joint IPR in the joint names of all agreeing
Participating Parties. In case no such agreement is reached in a reasonable
time, each Participating Party shall be entitled to file, prosecute, maintain and
defend, at its own expense, Joint IPR in its own name, provided it gives to the
other Participating Parties at least thirty (30) days notice of its intention to
do so. Any other Participating Party may give notice within said thirty
(30) days of its intention to join said filing. Any Participating Party not
joining a filing shall sign all documents necessary for a filing to proceed in
the names of the joining Participating Parties.

4.4 The costs of filing and maintaining agreed applications for protection and
granted rights in respect of any Joint IPR shall be shared equally between
the Participating Parties agreeing to those filings.

4.5 Any Participating Party choosing not to join any filing or any Participating
Party choosing not to share the costs of filing and maintaining agreed
applications and rights granted shall, subject to any applicable law of
employee inventions, assign its ownership in such filing or granted rights
to the remaining Participating Parties.

4.6 Each Participating Party undertakes to license any Joint IPR, if an Essential
Intellectual Property Right, in accordance with Section 5 below of these Rules.

4.7 If and as long as a Participating Party shares in the costs, where applicable,
as a joint applicant to file, obtain, maintain and defend against opposition
and revocation actions in respect of applications to protect such Joint IPR
(all hereinafter referred to as "IPR costs"), the granting of licenses to third
parties under rights resulting from the Joint IPR shall be subject to the
mutual agreement of the Participating Parties, provided that the Joint IPR
is Essential Intellectual Property Right and is subject to Section 5 below.

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 4.8 Any provision related to Joint IPR herein shall not imply any license under
any Intellectual Property Rights which a Member or its Affiliates may own
independent of these Rules, except if expressly agreed in these Rules.

5. Licensing of Intellectual Property Rights

5.1 Network Interface Specifications

All Members agree that the Company will own the copyright of each and
every Network Interface Specification, provided that, if any part of a Network
Interface Specification constitutes a Member’s Contribution, copyright of
such part shall be retained by such Member and shall be subject to the license
as the Essential Intellectual Property Rights as set forth below.

5.2 Logos
The Logos shall be the exclusive property of the Company.

Each Full Member, Contributing Member, User Member, and Registered

Affiliate is hereby granted a non-exclusive, non-remunerative, worldwide
license to use the Logos for the sole purpose of (i) promoting and endorsing
its membership in the Forum, and (ii) promoting and marketing its Conformant
Network Products, developed in accordance with the relevant Scope of
Membership of such Member, in accordance with the terms contained in the
ONVIF Brand Standards and subject to the restrictions, requirements and
limitations set forth in the ONVIF Brand Standards.

Each Institutional and Observer Member is hereby granted a non-exclusive,

non-remunerative, worldwide license to use the Logos, for the sole and
limited purpose of promoting and endorsing its membership in the Forum
subject to the restrictions, requirements and limitations set forth in the
ONVIF Brand Standards.

Any use of the Logos shall always be in accordance with the ONVIF
Brand Standards (Appendix A), as established by the Communication
Committee from time to time

5.3 Contributions and License Grants

It is expressly understood and acknowledged by the Members that
participation in the work of the Forum does not imply any transfer of
intellectual property rights or other rights between the Members other than
as expressly agreed between the Members. However, as established in Section

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 5.1 above, any copyright related to a Network Interface Specification itself
shall be vested in the Company.

Each Member is responsible for ensuring that it has sufficient agreements in

place with such Member’s employees or others engaged in the creation of
Essential Intellectual Property Rights on behalf of such Member in order to
fulfil the obligations in relation to licensing of such Essential Intellectual
Property Rights as set out in Sections 5.3.1 and 5.3.2.

5.3.1 Non-remunerative License to Essential Intellectual Property Rights

By signing these Rules or otherwise agreeing to these Rules by executing the

Membership Application or agreeing to the terms of the Membership
Application, all Full, Contributing, Institutional and User Members grant to all
other Full, Contributing and User Members (note: excluding Institutional
Members), under the Essential Intellectual Property Rights of such Member
and its Affiliates that are not also Members and for the term of such Essential
Intellectual Property Rights, a non-exclusive, non-transferable, non-
remunerative license to these Essential Intellectual Property Rights on a
worldwide basis, to make, design, have made, use, offer to sell, import, export,
lease or otherwise dispose of Conformant Network Products, as encompassed
by such Member’s relevant Scope of Membership, and consequently release
all other Full, Contributing and User Members from any and all claims of
infringement of such Essential Intellectual Property Rights in connection with
their Conformant Network Products, as encompassed by such Member’s
relevant Scope of Membership.

5.3.2 License to Essential Intellectual Property Rights on Reasonable and Non-

discriminatory Terms.

The obligation to license Essential Intellectual Property Rights according to

Section 5.3.1 above shall not apply in case a Member has made a disclosure
of Essential Intellectual Property Rights in accordance with Section 5.5 below
and in connection therewith stated that it is – subject to the Steering
Committee’s approval thereof – willing to offer to all Full, Contributing and
User Members, for the term of the Essential Intellectual Property Rights, a
non-exclusive, non-transferable license to the Essential Intellectual Property
Rights of the Member and its Affiliates that are not also Members on a
worldwide basis, to make, design, have made, use, offer to sell, import, export,
lease or otherwise dispose of Conformant Network Products, as encompassed
by such Member’s relevant Scope of Membership(s), subject to reasonable

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 and non-discriminatory terms, including but not limited to a reasonable
royalty or other fee.

For the avoidance of doubt, the Forum will not be involved in determining
reasonable and non-discriminatory terms according to this Section 5.3.2, and
will not make any assurance that the obligation to apply such terms are
fulfilled in practice by the Member offering the license.

5.3.3 Copyright License

Further, by signing these Rules or otherwise agreeing to these Rules by

executing the Membership Application or agreeing to the terms of the
Membership Application, all Full, Contributing, and Institutional Members
agree to grant to Company, and to all other Full, Contributing, Institutional,
and User Members, a non-exclusive, perpetual, non-remunerative,
sublicensable copyright license under such Member’s copyrights in any
Contribution made by such Member to reproduce, distribute, perform, display,
and create derivative works of the Contribution solely for the purpose of
producing and distributing the relevant Network Interface Specification(s).

5.4 Adoption of a new Technical Area

In order to adopt a new Technical Area, the Technical Committee shall,
subject to Section 3.4 I) above, initiate such adoption procedures by sending a
proposal hereof by written notice to the Steering Committee. The Steering
Committee shall thereafter review the proposal and evaluate its compliance
with the overall purpose of the Forum as expressed in the pre- amble of these
Rules, the Common Specification, the Technical Areas previously adopted
and the general possible contribution the proposed new adoption may
generate.

A new Technical Area is adopted by 2/3 qualified majority decision hereof

by the Steering Committee. Once such decision has been taken, the Technical
Committee shall appoint a work group for the practical execution of the
adoption.

The work group shall act in accordance with the procedure set forth in
Section 3.4.1 above. Review of and voting procedures regarding the proposal
of a new Network Interface Specification pertaining to such adopted Technical
Area shall take place in accordance with the provisions of Section 5.6 below.

5.5 Obligation to Disclose Essential Intellectual Property Rights

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 The development of the Network Interface Specifications or the Common
Specification presupposes that the work groups and the Members have as much
information about any Intellectual Property Rights constraints on new versions
as possible. It is therefore a requirement that all Members must disclose the
existence of such Essential Intellectual Property Rights held by the Members,
for which the Members are not willing to grant a non-remunerative license
according to Section 5.3.1 above (for the avoidance of doubt, disclosure of
Essential Intellectual Property Rights is not mandatory if the Member is willing
to grant non-remunerative licenses thereto). Full, Contributing, and
Institutional Members, which are part of a work group, must make such
disclosure as soon as reasonably possible if any such Member determines that
the draft specification of such work group encompasses, or is likely to
encompass, Essential Intellectual Property Rights held by the Member. In all
other cases, Members are required to disclose any Essential Intellectual
Property Rights as soon as they become aware that a draft specification
encompasses or is likely to encompass, such Member’s Essential Intellectual
Property Rights, and in all events prior to the expiration of the Review Period
(as defined below in Section 5.6).

A disclosure of Essential Intellectual Property Rights according to the above

must include a list of the numbers of any issued patents or published patent
applications and a reference to the portion of the draft specification affected.
The disclosure shall be addressed to the Technical Committee. It shall include
a written statement indicating whether or not such Member is willing to grant
a license to its Essential Intellectual Property Rights on reasonable and non-
discriminatory terms according to Section 5.3.2 above. Said option for the
disclosing Member to be exempted from the general rule of non-remunerative
licenses as set forth in Section 5.3.1 above is always subject to Steering
Committee’s approval thereof. Consequently, the Technical Committee will
forward any and all disclosures of Essential Intellectual Property Rights made
in accordance herewith to the Steering Committee.

The Technical Committee shall be responsible for maintaining and publishing

a list of Essential Intellectual Property Rights disclosed by a Member. Further
details on the procedure for disclosing Essential Intellectual Property Rights
are available at https://www.onvif.org/profiles/specifications/patent-
declarations/.

If Essential Intellectual Property Rights are disclosed by a Full, Institutional,

or a Contributing Member at work group stage, the Technical Committee shall

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 decide how to proceed with regard to the draft specification, including
evaluating alternative technologies for the purpose of revising or modifying the
draft Specification so it negates the disclosed Essential Intellectual Property
Rights.

The Forum disclaims any responsibility for identifying the existence of or for
evaluating the applicability of any Essential Intellectual Property Rights,
disclosed or otherwise, to any Network Interface Specification, the Common
Specification or any versions thereof, and it will take no position on the validity
or scope of any such Essential Intellectual Property Rights or a disclosure
thereof. However, the Technical Committee may take into account their own
opinions of the validity, enforceability or applicability of Essential Intellectual
Property Rights in their evaluation of alternative technologies as described
above.

Any misuse of the obligation to disclose Essential Intellectual Property Rights,

or failure to make such disclosures, according to this Section 5.5 is a violation
of these Rules, and can ultimately lead to the exclusion or suspension of the
Member in accordance with Section 2.5.1 above.

5.6 Adoption of new versions of a Network Interface Specification

To adopt any version of a Network Interface Specification or the Common
Specification, a written notice (which shall include a copy of the proposed
specification) shall be sent by the Technical Committee to all Full,
Contributing and User Members advising of a voting procedure to be held for
the purposes of adopting such new version. Such voting shall take place at
least ninety (90) days after submission to said Members of the proposed new
version (the "Review Period").

If the proposed draft specification encompasses Essential Intellectual Property

Rights of a Member, such Member is required to make a disclosure thereof as
soon as possible according to the procedure set forth in Section 5.5 above.

(A) If Essential Intellectual Property Rights are disclosed during the Review
Period, and the Member holding such Essential Intellectual Property Rights
has stated to the Technical Committee that it is not willing to grant any
license to such Essential Intellectual Property Rights, the proposed draft
specification, including any portion thereof, cannot be adopted by the
Forum.

(B) If Essential Intellectual Property Rights are disclosed during the Review

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 Period and the Member has stated to the Technical Committee that it is
willing to grant licenses to such Essential Intellectual Property Rights on
reasonable and non-discriminatory terms, the Technical Committee shall
decide whether to proceed with an adoption of the new version subject to
such license grant. A decision by the Technical Committee to proceed with
an adoption requires (i) that the Steering Committee approves an
exemption from the general rule of non-remunerative licenses and (ii) that
the implementation of the portion of the new version encompassing
Essential Property Rights of the Member is optional. The Forum holds firm
to the principle that no mandatory-to-implement technology can be
specified in a new version of a Specification unless a non-remunerative
license is available to all Full, Contributing and User Members.

If a Member has failed to disclose Essential Intellectual Property Rights at the

expiration of the Review Period, such Member is not entitled to refuse a non-
remunerative license to any of its Essential Intellectual Property Rights.

Unless any rejection is notified as set forth above under (A), or the Technical
Committee has decided not to proceed with an adoption as set forth above under
(B), or if no Essential Intellectual Property Rights are disclosed during the
Review Period, a voting shall be open, during the fifteen (15) days
immediately following the expiration of the Review Period, for Full Members
and Contributing Members on the subject of adoption or non adoption by the
Forum of the proposed new version. If Essential Intellectual Property Rights
were disclosed and the Steering Committee decided to proceed with adoption
as set forth above under (B), then the disclosed Essential Property Rights shall
be disclosed also to Full Members and Contributing Members at the beginning
of the fifteen (15) day voting period to allow for such Members to take into
consideration the disclosed Essential Property Rights when voting. Each Full
Member’s or Contributing Member’s vote shall be submitted in writing to the
Technical Committee within the said fifteen (15) day period. The proposed
new version shall be adopted if 2/3 of the votes from Full Members are in
favor of adoption and not more than ¼ of the total number of votes are against,
provided however that at least one half (1/2) of the Members voting against
the proposal are Full Members.

For the avoidance of doubt, the Forum and the Members do not provide
any warranty of any kind as regards infringement of third parties’ Intellectual
Property Rights. Accordingly, any implementation of a new version of a
Specification is at the risk of the implementing Member. The Specifications
may however include references to Intellectual Property Rights of third parties

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 which need to be licensed and that are known at the time of adoption.

6. Competition Law Compliance

6.1 General
The Forum will conduct all of its activities in conformance with all applicable
antitrust laws. The Steering Committee shall consult legal counsel and seek
legal review whenever necessary to ensure that the activities of the Forum are
conducted in conformance with such laws.

Members will be combining unique experiences and skills to create open

specifications for communication between network devices. This purpose
would otherwise be difficult to achieve through the independent efforts of
each company. Members are committed to fostering open competition in
the development and sales of products and services related to communication
between Conformant Network Products. Members also understand that in
certain lines of business they are direct competitors and that it is imperative
that they and their representatives act in a manner which does not violate
any antitrust laws. Thus, all Members shall comply with all applicable
antitrust laws. Members shall not exchange any information regarding the
price of their products or services, the cost of their products or services,
the release timing of their products or services or the terms and conditions
under which they are sold or any topic which may be construed as a violation
of antitrust laws. Members are not required to develop or market any
offerings, and are not precluded from engaging in any business activities
whatsoever, even if they are competitive with the activities conducted under
the Forum. The Company’s Antitrust Guidelines shall be effective upon
adoption by the Steering Committee and shall be applicable to all then-
existing Members and to all pending and future Applicants.

6.2 No Obligation to Endorse

No Member shall, by reason of its membership, or participation in the

activities, of the Forum or otherwise, be obligated to license, use or endorse
any technology developed or endorsed by the Forum, or to conform any of its
products to any standards or specifications developed or adopted by the
Forum, nor shall any such Member be precluded from independently licensing,
using or endorsing similar intellectual property, software, specifications or
documentation developed by it or by others.

7. Confidentiality

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 7.1 Obligations
A recipient of Confidential Information shall
A) not disclose Confidential Information to any third party;
B) be allowed to disclose Confidential Information to its Affiliates or
contractors provided such Affiliate or contractor is subject to obligations
substantially identical to those set forth in these Rules;

C) restrict dissemination of Confidential Information to only those of its

employees and contractors and other Members who need to know for
the purposes of carrying out work in accordance with these Rules and
which are subject to confidentiality obligations substantially identical
to those set forth in these Rules;

D) use the same degree of care as for its own information of like importance,
but at least use reasonable care, in safeguarding against disclosure of
Confidential Information; and

E) use Confidential Information solely for the purposes of the development

of the Specifications in accordance with the terms and conditions of these
Rules.

7.2 Exceptions
Section 7.1 above imposes no obligation upon a Member with respect to
Confidential Information disclosed to such Member under these Rules which:

A) is now available or becomes available to the public without breach of

these Rules;

B) is explicitly approved for release by written authorization of the disclosing

Member(s);

C) is lawfully obtained from a third party or parties without a duty of

confidentiality;

D) is known to such Member prior to such disclosure; or

E) is at any time developed by the Member independently of any such
Confidential Information.

7.3 No Licenses
No license, express or implied, is granted to the recipient under any of the

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 disclosing Member’s Intellectual Property Rights to use the Confidential
Information for purposes other than the purposes of these Rules.

7.4 Term
The recipient's obligations regarding Confidential Information received under
these Rules expire five (5) years from the date of receipt of any such
Confidential Information.

8. Standards of Care
Each Member shall use commercially reasonable efforts to apply the level
of a scientific care which is customary in the relevant industry and shall
comply with generally accepted rules of technology, unless any other Member
expressly represents and warrants certain features of the result of a certain
development project.

9. Liability

9.1 General
Save for acts of gross negligence and/or willfulness in no event shall any
Member be liable to the other Members for incidental damages, punitive
damages, lost profits, lost savings or any other such damages, including
consequential damages, regardless of whether the claim is for breach of
contract, breach of warranty, tort (including negligence), failure of a remedy
to accomplish its purpose or otherwise, even if such Member has been
advised of the possibility of such damages.

9.2 Intellectual Property Rights

No Member shall have any liability to any other Member for infringement
of Intellectual Property Rights of third parties.

10. Governing Law and arbitration

10.1 These Rules shall be governed by the substantive laws of Switzerland.

10.2 The Members agree to attempt to settle any claim or controversy arising
out of these Rules through consultation and negotiation in the spirit of mutual
cooperation. If those attempts fail, then the dispute will be submitted for
non-binding mediation conducted by a mediator accepted by the Steering
Committee. The mediator will be chosen by the Steering Committee within

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 twenty-one (21) days after written notice by either Member demanding
mediation.

10.3 Any dispute which cannot be resolved between the Members through
negotiation or mediation within forty-five (45) days of the date of the initial
demand for mediation by one of the Members shall be finally settled by a
Court of Arbitration to be convened at Zürich/Switzerland. The Court of
Arbitration shall consist of three (3) arbitrators. The Court of Arbitration shall
act on the basis of the Rules of Arbitration of the International Chamber of
Commerce. The arbitrators shall be appointed in accordance with the said
Rules. The Code of Civil Procedure of the Canton Zurich shall supplement
said Rules. Arbitration proceedings shall be conducted in English.

10.4 Nothing in this Section 10 will prevent any Member from resorting to judicial
proceedings, if (i) the claim or suit involves Intellectual Property Rights, or
(ii) interim relief from a court is necessary to prevent serious and irreparable
injury to that Member or to others.

11. Miscellaneous

11.1 These Rules do not create a joint venture, partnership or other form of business
initiative among the Company and the Members nor an obligation, except as
expressly stated herein, to develop, make available, use, license, buy or sell
any information, product, services or technology.

11.2 Wherever notice is required in these Rules, such notice shall be in writing
and shall be deemed to have been duly given if mailed by first class
mail, postage prepaid, addressed to the person or entity entitled to receive the
same, or delivered personally to such party, or sent by facsimile transmission,
or sent by electronic mail, or sent by courier, to the addresses of the
Members, Steering Committee and Other Committees announced on the
Forums Webpage or to such other address, in any such case, as any Member
hereto shall have last designated by notice to the Steering Committee. Notice
shall be deemed to have been given on the day that it is so delivered personally
or sent by facsimile transmission and the appropriate answer back or
confirmation of successful transmission is received or, if sent by courier,
shall be deemed to have been given two (2) business days after delivery
by the courier company, or if mailed, ten (10) business days following the
date on which such notice was mailed.

11.3 No Member shall assign or otherwise transfer its rights or obligations under
these Rules without the approval of seventy-five percent (75%) of the

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 Members of the Steering Committee.

11.4 Each Member agrees to comply with all applicable laws, rules and regulations,
including without limitation, those relating to international trade, including
economic sanctions and export controls, as well as the ONVIF Requirements
of Membership Policy. Each Member certifies that it is not listed on, or owned
or controlled, directly or indirectly, by anyone listed on, a prohibited or
restricted persons list, including those issued by the United States, United
Nations Security Council, European Union, United Kingdom, and any other
country in which ONVIF may operate (each, a “Restricted Persons List”).
Should a Member or any of its Affiliates become listed on, or be owned or
controlled, directly or indirectly, by anyone listed on Restricted Persons List,
or otherwise located in an Embargoed Location (as defined in the ONVIF
Requirements of Membership Policy), it will notify the Steering Committee
without undue delay, and acknowledges that such listing may entail the
exclusion of such Member and its Affiliates from the Forum, or a suspension
of such Member’s membership, a restriction of such Member’s access, or a
reduction in such Member’s membership status if required to comply with
applicable laws. Specifically, the Company may downgrade a Member to the
User Member level, and require payment of annual dues associated with that
Membership level, if a Member or a Member’s Affiliate becomes listed on the
U.S. Entity List.

11.5 Except as otherwise explicitly provided for in these Rules, all costs and
expenses incurred by any Member in carrying out its obligations under these
Rules shall be paid by the Member that incurred the expense. Each Member
shall possess or obtain at its own expense all necessary licenses or permits.

11.6 If any provision of these Rules is invalid, illegal or unenforceable at law, the
rest of the provisions remain in effect and the invalid, illegal or unenforceable
provision shall be modified to the minimum extent necessary to make such
provision valid, legal or enforceable, as the case may be. The headings in these
Rules are for reference only. They will not affect the meaning or interpretation
of these Rules.

11.7 No Member shall bear any responsibility or liability for any losses arising out
of any delay or interruption of its performance of obligations under these
Rules due to any act of God, act of governmental authority, or due to war,
flood, civil commotion, labor difficulty, severe or adverse weather conditions,
lack or shortage of electrical power malfunctions of equipment or software
programs or any other cause beyond the reasonable control of the Member

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 delayed.

11.8 These Rules may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument.

11.9 These Rules set forth the entire agreement and understanding between the
Members as to the subject matter hereof and supersede any prior versions of
these Rules and merge all prior discussions between the Members. Neither of
the parties shall be bound by any conditions, definitions, warranties, waivers,
releases or representations (either expressed or implied) with respect to the
subject matter of these Rules, other than expressly set forth herein (including
the exhibits hereto), or as duly set forth on or subsequent to the date hereof in
writing signed by a duly authorized representative of the party to be bound
thereby.

11.10 Members consent to receiving newsletters and other communications from

ONVIF from time to time. Each Member represents that it has the requisite
power to consent on behalf of its representatives to the receipt of such
newsletters.

12. Termination

These Rules shall terminate when all Full Members terminate their
membership, or all Full Members agree on termination of these Rules,
whichever occurs earlier; provided that (i) in case of the termination of
these Rules, remaining membership fee is to be equally distributed to each
Member as of such termination, (ii) Sections 4.6 and 5 above shall survive
the termination of these Rules to the extent it relates to the latest version of
the Network Interface Specifications, and (iii) Section 7 shall survive the
termination of these Rules.

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 APPENDIX A: Logo(s)

List of logos

• ONVIF Logo
• ONVIF Member logo
• ONVIF Logo with tagline
• ONVIF Profile Symbols
ONVIF Profile Symbols shall have the meaning ascribed to it by the ONVIF Brand
Standards, which can be obtained from the website www.onvif.org.
Conditions of use:
All Members may use the ONVIF Member Logo with tagline for communication
of the Member’s Membership in the Forum.
A Full Member, Contributing Member, User Member or Registered Affiliate may
use the ONVIF Profile Symbols for product marking of its versatile network
interface product derived from a Specification, which compliance has been proven
by fulfilling the conformance procedure established by the Forum.
Any use of the Logos shall be subject to appliance of the ONVIF Brand
Standards as established from time to time.

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 APPENDIX B: Technical Areas (Member will opt for one or more of the following when
submitting a membership application, and such information will be maintained in the
membership records of the Forum)

 Appendix B.1: Network Video

The collective Network Interface Specifications for Compliant Network Video Transmitter
Products and Compliant Network Video Receiver Products (as defined below), respectively,
shall be developed and adopted by the Forum in accordance with the terms and conditions of
the Rules of Membership and may be constituted by a single specification or several
specifications divided into different functional areas. It is anticipated that the Network Interface
Specification will address the interface protocol to realize the communication between the
Compliant Network Video Transmitter Products and the Compliant Network Video Receiver
Products, which are used for the network security camera system. For the avoidance of doubt,
the Network Interface Specification shall be limited to include only the interface itself and not
the resulting actions from such interface commands.

Compliant Network Video Receiver Product means a network video software application or
hardware product including but not limited to software, DVR, NVR, and hybrids and decoders,
which supports Compliant Network Video Transmitter Products, and which compliance has
been proven by fulfilling the certification process defined by the Technical Services Committee
in accordance with Section 3.5.1 in the Rules of Membership.

Compliant Network Video Transmitter Product means a network video hardware product
(specifically excluding broadcast video products) with functionality accessible through a
network interface compliant with the Network Interface Specification, which compliance has
been proven by fulfilling the certification process defined by the Technical Services
Committee in accordance with Section 3.5.1 in the Rules of Membership.

 Appendix B.2: Physical Access Control

The collective Network Interface Specifications for Compliant Physical Access Control
Products (as defined below), respectively, shall be developed and adopted by the Forum in
accordance with the terms and conditions of the Rules of Membership and may be constituted
by a single specification or several specifications divided into different functional areas. It is
anticipated that the Network Interface Specification will address the interface protocol to realize
the communication between the Compliant Network Physical Access Control Product and the
Compliant Network Access control management software. For the avoidance of doubt, the
Network Interface Specification shall be limited to include only the interface itself and not the
resulting actions from such interface commands.

Compliant Network Physical Access Control Product means a network access control
hardware product including but not limited to readers, panels or master controllers, which
compliance has been proven by fulfilling the certification process defined by the Technical
Services Committee in accordance with Section 3.5.1 in the Rules of Membership.

Compliant Network Access Control Management Software means a network access

control software which supports Compliant Networks Physical Access Control Products, and

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 which compliance has been proven by fulfilling the certification process defined by the
Technical Services Committee in accordance with Section 3.5.1 in the Rules of Membership.

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 APPENDIX C: Membership Fees

The membership fees shall be:

• Full Member: USD 20,000

• Contributing Member: USD 10,000

• User Member: USD 4,000

• Observer Member: USD 500

• Institutional Member: USD 0*

• Annual Fee for Affiliate of a Member to be designated as a Registered

Affiliate: USD 5,000
*But must be a qualifying nonprofit organization, institution of higher
learning, or university.

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