Antitrust Policy & Compliance Checklist

OpenAirInterface Antitrust Policy

Introduction.

The mission of the OpenAirInterface (OAI) Software Alliance is to develop open source components of 3GPP Cellular Stack (eNodeB, UE, Core Network) by developing, maintaining and promoting an integrated and tested open software platform capable of providing such functionality (“Platform”).  Such Platform shall be efficient and promote innovation by eliminating duplicative R&D efforts, attaining economies of scale, and enabling synergies between developers.  The purpose of this Antitrust Policy (the “Policy”) is to avoid antitrust risks in carrying out the OAI’s procompetitive mission.

It is OAI’s policy to comply with all applicable antitrust/competition laws, including state and federal antitrust and trade regulation laws in the France, as well as 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 France, and large fines and imprisonment of individuals found guilty of illegal conduct in the France and other countries.

OAI will comply in all respects with the Antitrust Laws.  In addition, all members of OAI (collectively, “members”) must likewise comply in all respects with the Antitrust Laws and this Policy in carrying out OAI-related activities, as must all non-members who participate in such activities, whether directly or indirectly, including without limitation, participants in OAI’s projects, committees and advisory councils (if any), and OAI’s employees, consultants, directors and officers (all such non-member participants, “participants”).

The main goal of the Antitrust Laws is to safeguard vigorous competition.  Nothing in this Policy, or in any other OAI document or policy, prohibits or limits the ability of OAI members or participants to make, sell or use any product, or otherwise to compete between them or with non-OAI members in the marketplace.  While 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 provided to all members and participants in OAI.

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

Membership.

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

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

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 illegal anti-competitive manner.  To avoid this risk, OAI members and participants must adhere to the following policies when participating in OAI-related or sponsored meetings, conference calls, or other forums for the exchange of information:

OAI members and participants must not, in fact or appearance, discuss or exchange verbal or written information regarding:

  • An individual company’s current or projected prices, price changes, price differentials, markups, discounts, allowances, price/benefit analyses, terms and conditions of sale, including credit terms, etc., or data that bear on prices, including profits, margins or cost.
  • Pricing policies, price levels, price changes, differentials, or the like.
  • Actual or projected changes in production, output, 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 concerning research or development, or 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 (favorably or unfavorably) the business conduct of firms toward such suppliers.
  • Matters relating to actual or potential customers that might have the effect of influencing (favorably or unfavorably) the business conduct of firms toward such customers.
  • Current or projected costs of procurement, development or manufacture of any product.
  • Market shares for any product or for all products.
  • Confidential or otherwise sensitive business plans or strategy.

In connection with all OAI-related meetings, conference calls, or other forums for the exchange of information, members, potential members, speakers and other participants must do the following:

  • Understand the purposes and authority of each OAI committee, project, committee, advisory councils (if any), or other group in which they participate.
  • Consult with their respective counsel on all Antitrust Law questions related to OAI meetings, including, where appropriate, requesting legal review of agendas and written information intended for distribution.
  • Protest against any discussions that appear to violate this Policy 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 OAI (see Contact Information, below).

Platform/Requirements.

OAI and its projects will create the Platform, and may also establish standards, technical requirements and/or specifications for OAI software (collectively, “Requirement(s)”).  The use of any version of the Platform and adoption of any such Requirements shall in all cases be voluntary.  Members and participants shall not enter into agreements that prohibit or restrict any member or non-member from using any alternatives to the Platform, or from establishing or adopting any other Requirements.  Members and participants shall not undertake any efforts, directly or indirectly, to prevent any firm from using any alternative to the Platform, or from manufacturing, selling, or supplying any product not conforming to a Requirement.

Parties who may be affected by a Requirement developed by an OAI project shall be given the opportunity to comment on the development of any such Requirement, regardless of whether they are members of OAI.  OAI will publish all proposed Requirements on a publicly available web page of the OAI 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.

OAI projects shall develop and select Requirements based on their quality, technological attributes and ability to address the needs of OAI users. OAI projects shall not promote standardization of commercial terms, such as terms for sale for software.

All participants in OAI projects and committees shall abide by all applicable rules, policies and procedures adopted by OAI or the applicable committee or project, as updated from time to time (collectively “OAI Policies”).

Legal Review.

OAI’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 OAI corporate counsel, at contact (AT) openairinterface (DOT) org.  In this manner, OAI can ensure continued pursuit of its legitimate objectives with maximum protection for members and participants.

Contact Information.

To contact OAI regarding matters addressed by this Policy, please send an email to contact (AT) openairinterface (DOT) org, and reference “OAI Antitrust Policy” in the subject line.

Antitrust Compliance Checklist

The following checklist outlines several basic practices intended to minimize the chance that those participating in OpenAirInterface (OAI) Software Alliance, Inc. (“OAI”) activities will violate applicable antitrust and competition laws. This Checklist should be read in conjunction with the OAI Antitrust Policy, and is to be used by all persons conducting in-person, telephonic, or Web-based meetings, and by all those responsible for maintaining listserv discussions.

1. Always conduct OAI activities as if they were in the public view.  Avoid even the appearance of impropriety.

2. Do not allow participants to discuss (even in jest) or exchange information that is prohibited by the Antitrust Policy.

3. Always prepare an agenda for every meeting, and then conduct that meeting in accordance with the agenda.

4. Promptly prepare, or assign someone to prepare, meeting minutes following each meeting so that those participating at the meeting may provide comments and ensure that the minutes are accurate and complete.  Always post copies of minutes to a public forum for comments such as the mailing list, wiki or other online storage.  If you would like the minutes to be reviewed by OAI legal counsel prior to posting for comments, please send them to contact (AT) openairinterface (DOT) org.

5. At the beginning of each in-person, telephonic and Web-based meeting, the following statement must be read or displayed:

OAI meetings involve participation by industry competitors, and it is the intention of OAI to conduct all of its activities in accordance with applicable antitrust and competition laws.  It is therefore extremely important that attendees adhere to meeting agendas, and be aware of and not participate in any activities that are prohibited under applicable French state, federal or foreign antitrust and competition laws.  Examples of types of actions that are prohibited at OAI meetings and in connection with OAI activities are described in the OAI Antitrust Policy.  If you have questions about these matters, please contact your company counsel, or if you are a member of OAI, feel free to contact us by sending us email contact (AT) openairinterface (DOT) org.

6. If at any time during the conduct of a meeting you believe that any participant has brought up a topic or is sharing information that is not permitted under the Antitrust Policy, it is your responsibility to interrupt and remind the speaker that such behavior is not permitted.  If the speaker persists, you must ask the speaker to leave the meeting (or, at the discretion of the Chair of the meeting, the meeting shall be terminated or adjourned to a later time or date).  You must also report the incident to us by email contact (AT) openairinterface (DOT) org.

7. While you are expected to thoroughly understand the Antitrust Policy and this checklist, you are not expected to be a legal expert.  When in doubt, contact us at contact (AT) openairinterface (DOT) org