2020-12-14 - IAM MEMBERSHIP AGREEMENT.DOC
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Institute of Automated Mobility Membership Agreement This Institute of Automated Mobility Membership Agreement is initially effective as of December __ 2020 (the “Effective Date”), by and among each entity that has executed it (each, a “Member”), and constitutes the Members’ current understanding of the general intentions, rights and obligations of Membership with respect to the creation, goals, governance and operation of the Institute of Automated Mobility (the “IAM”). At any time upon unanimous agreement of the then current Leadership Tier Members (as defined herein), additional parties may be added to this Membership Agreement (as defiend herein) as Members, upon execution of a duplicate form of this Membership Agreement. Recitals WHEREAS, the IAM was established on October 11, 2018 by Executive Order 2018-09 by Governor Douglas A. Ducey of the State of Arizona; and WHEREAS, the IAM is a consortium of global industry, academic, and government Members committed to embracing innovation, collaborating in state-of-the-art research, development, testing, and evaluation that advances safety, science, and policy associated with automated mobility; and WHEREAS, the IAM is managed by the Arizona Commerce Authority (the “ACA”), which is an IAM Member; and WHEREAS. the Members of the IAM are to be collectively known as the “Membership”; NOW, THEREFORE, the Members agree that the terms and conditions of IAM Membership attached as Appendix A, as well as the IAM Intellectual Property Management Plan (the “IPMP”) attached as Appendix B, and the IAM Memberhip Bylaws attached as Appendix C, establish the governance and operational framework for the IAM. Agreement By the signature of its authorized representative below, each Member agrees to be bound by the terms and conditions of IAM Membership, as well as the terms and conditions of the IPMP (collectively, this “Membership Agreement”). Institute of Automated Mobility Membership Agreement Page 1 of 24 This Membership Agreement is not binding unless accompanied by the applicable initial membership fee as noted herein. Payments may be made by check or wire transfer payable to the order of “Institute of Automated Mobility, in care of the Arizona Commerce Authority.” The undersigned agrees that once accepted, all membership fees are nonrefundable for any reason, including termination of this Membership Agreement or withdrawal from Membership. The term of Membership shall be on a year-to-year basis, expiring on the 365th day from the date of execution of this Membership Agreement. The IAM will invoice the then-current renewal fee to each Member ninety (90) days prior to the expiration of the term, and the Member’s payment thereof shall constitute a renewal of Membership as a Member. Failure to make a timely renewal payment shall be cause for suspension and/or termination of this Membership Agreement and all Member benefits. There is no duty to renew this Membership Agreement. By signing below, the individual executing this Membership Agreement on behalf of each Member warrants that he or she has all requisite signing authority for and on behalf of such Member. SIGNATURE In witness of its agreement, undersigned Member has executed this Membership Agreement effective as of the date set forth below: Member Name: Maricopa County Department of Transportation By: ________________________________ Name: Jennifer Toth Title: Director Date: ________________________________ Institute of Automated Mobility Membership Agreement Page 2 of 24 Notice Information: 2901 W. Durango Phoenix, AZ 85009 Institute of Automated Mobility Membership Agreement Page 3 of 24 Appendix A Terms and Conditions of IAM Membership Part I: Governing and Operating Structure 1. IAM Objectives: The IAM has been established to provide the technical and policy guidance and coordination required to ensure the prudent implementation of automated mobility across Arizona, and to influence its implementation across the USA and globally. The IAM will actively engage with the state, national, and global automated mobility communities, to understand technology advances, to fund and conduct research, and to implement what is learned into vendor- neutral guidance. At the time that this Membership Agreement is created, the IAM has laid out a roadmap for achieving this goal, the key thrusts of which are to: a. Design and validate a Driving Safety Assessment Methodology (DSAM) that enables and assesses the safe testing and continuous driving safety monitoring of automated driving systems (ADS)-equipped vehicles (AVs); b. Define and validate how to incorporate artificial intelligence (AI) into the roadway infrastructure to implement system-wide, real-time, automated, situation assessment and dynamic, real-time control (implement a Intelligent Transportation System (ITS)); c. Design and validate a suite of infrastructure-based services that enhance system-wide safety and efficiency for infrastructure users such as human-driven vehicles (HDVs), AVs, transit vehicles, cyclists, pedestrians, first responders, law enforcement, and construction and maintenance teams. Joining the IAM affords Members a unique opportunity to work collaboratively with the public, commercial, and academic communities to mutually explore and influence how automated mobility will be implemented within Arizona and, in turn, across the nation. The research environments the IAM establishes will offer unique opportunities to expose technology to real- world conditions. 2. IAM Management Structure: Management of the IAM will be organized through a: Leadership Advisory Board (LAB): As specified in the Governor’s Executive Order 2018-09 establishing the IAM, the Leadership Advisory Board will consist of: Institute of Automated Mobility Membership Agreement Page 4 of 24 A Representative of the Governor’s Office; President and CEO of the ACA; Director of the Arizona Department of Transportation or a designee; Director of the Arizona Department of Public Safty or a designee; Governor’s Advisor for Science and Technology; At least one representative of a private sector company researching or testing AVs in the State of Arizona; The President, or designee, of each participating Arizona university; No more than two representives each from IAM Leadership-level Members. The LAB will meet bi-annually to review IAM activities and consult on how to strengthen and accomplish the IAM technical vision, project roadmap and operational performance. The LAB will review and provide recommendations for the selection of the IAM Director and Technical Director by the CEO/President of the ACA. Technical Leadership Team (TLT): The TLT will consist of one representative each from the Leadership-level, Standard, and Government and Non-Profit Members. The TLT will oversee the creation of the IAM technical vision and research roadmaps. For research projects that address these roadmaps, the TLT will oversee the selection of Research Implementation Teams and the day-to-day management of said research. At the behest of the Member that has requested Commissioned Research (as defined in Section 5 below), the TLT will assist in the creation of a Research Implementation Team. Research Implementation Teams (RIT): IAM members at all levels above the Affiliates level will have the option to closely follow and/or directly participate in IAM-funded research projects. The IAM will provide and manage a technical work environment that will allow members to confidentially share research results, data, and best practices to facilitate open collaboration. Each RIT will be led by a Project Lead who will be designated by the ITD. Management Leadership Team (MLT): The MLT will consist of one representative each from the Leadership-level, Standard, and Government and Non-Profit Members. The MLT will oversee the management of the IAM, defining its operational structure and operational procedures. The MLT will oversee the general development of the IAM marketing plan and will set the strategic direction that will enable, as appropriate, the creation and distribution of IAM marketing and publicity content, the design and launch of an IAM website, marketing handouts, advertising materials, and other documenation and content. Under the strategic vision of the MLT, the ACA will administer the IAM marketing and publicity plan by managing Institute of Automated Mobility Membership Agreement Page 5 of 24 the creation, launch, and maintenance of IAM website; developing and distributing multimedia content; designing and printing marketing or advertising content; and other necessary and prudent responsibilities associated with production and execution of the marketing plan. Policy Leadership Team (PLT): The PLT will consist of one representative each from the Leadership-level, Standard and Government and Non Profit Members. The PLT will provide guidance on how state policy should be augmented and/or changed to support the implementation of automated mobility across the state. Further, the PLT will influence national and international policy where appropriate. IAM Director (ID): The ID is designated by the CEO/President of the ACA. The ID is the chair of the LAB, leads the MLT and PLT, and monitors the TLT. The ID is responsible for facilitating and mediating all significant disputes that arise within the TLT, MLT and PLT involving technical, managerial and policy decisions and will decide their resolution when consensus cannot be reached. IAM Technical Director (ITD): The ITD is designated by the CEO/President of the ACA. The ITD Leads the TLT and assists the ID with the management of the IAM. The ITD reports to the ID. Executive Leadership Team (ELT): The ELT assists the ID with decisions on all aspects of the IAM under the leadership of the ID. The ELT consists of an executive from each Leadership Level Member, the ITD, and the leaders of the MLT and the PLT. The ID is the chair of the ELT. 3. IAM Membership Tiers: Collaborator: A Collaborator of the IAM is an entity that is contracted to be an active participant in one or more of the IAM Directed Research Projects. A Collaborator will typically have developed a technology or expertise that is of value to said project or projects. At the discretion of the ACA, Collaborators will be required to sign an NDA and/or enter into a contract with the ACA on behalf of the IAM before they participate in any IAM project(s). Any terms, conditions and/or restrictions specific to the participation of Collaborators in IAM projects shall be specified in said contract and/or NDA. Institute of Automated Mobility Membership Agreement Page 6 of 24 Affiliate: Membership at this level allows the Affiliate Member to attend IAM events and receive IAM-produced reports and press releases. Affiliate Members can participate only in the Commissioned Research sub-Focus Area. Government and Non-Profit: Membership at this level includes the privileges of the Affiliate Membership and participation in the Directed Research Focus Area, as well as access to the IAM Test Network, the Traffic Incident Management Center and participation in the TLT, RITs, MLT and PLT at the discretion of the ID and ITD. University participants are Members at this Tier. Standard: Membership at this level includes the privileges of the Affiliate Membership, participation in the Directed Research Focus Area, as well as access to the IAM Test Network, the Traffic Incident Management Center and participation in the TLT, RITs, MLT and PLT at the discretion of the ID and ITD. Leadership: Membership at this level includes the privileges of the Standard Membership, plus participation in the Leadership Advisory Board and automatic membership as well as voting privileges in the TLT, RITs, MLT and PLT. Conflict Resolution Amoungst Members: The IAM membership will strive to reach consensus on decisions. The ID will oversee the resolution of any significant disagreements. For disagreements for which the Membership cannot reach consensus, the ID will have the deciding vote. 4. IAM Non-Membership Tiers: Guest: Guests may be invited to engage with the IAM (observe IAM activities and/or attend IAM meetings) at the discretion of the ID who will define the level of engagement by said Guests. Guests have no IAM membership rights or privileges. Guests must have signed an NDA with the ACA on behalf of the IAM to participate in IAM activities and can be required to disengage from the IAM at any time and for any reason by order of the ID. 5. Directed Research Focus Area: Directed Research will be divided into two sub-Focus Areas: (1) Open Research and (2) Commissioned Research. Open Research will be funded through IAM Membership fees and also, when available, through other sources such as municipal, state and/or Institute of Automated Mobility Membership Agreement Page 7 of 24 federal grants. All Members have the option to fund Commissioned Research. Research teams will be assembled from across the IAM Membership tiers. Open Research: Open Research will be undertaken on behalf of all IAM Members. Research Thrusts: The TLT will establish guiding principles and annual research thrusts for the Open Research sub-Focus Area. Funding: Open Research will be funded by IAM memberships and grants. IAM Members will pursue the latter either individually or by supporting and/or leading proposal efforts to aquire funding from external research funding organizations such as public state and federal funding organizations (NSF, USDoT, standards bodies, etc.) or private organizations (corporations, consortiums, etc.). Research Projects and Teams: The TLT will select projects and finalize Statements of Work (SOWs) for said projects to be undertaken as part of the Open Research sub-Focus Area. SOWs will be written by RITs under the direction of the TLT. Project Origination: Any Member can submit a project proposal to the TLT for consideration. Further, the TLT can release Requests For Proposals (RFPs) to solicit proposals. Project Selection: The project selection process is documented in the IAM Bylaws. Commissioned Research: Commissioned Research will be available to all IAM Members. Funding: Commissioned Research will be funded solely by the Sponsoring Member. Research Projects and Teams: Commissioned Research will be undertaken on behalf of specific Sponsoring Members at their behest. The TLT will assist Sponsoring Members to assemble Research Teams. Unless otherwise agreed in the contract between the Sponsoring Member and the ACA on behalf of the Research Team, the work product from Commissioned Research will be owned by the Sponsoring Member. The Sponsoring Institute of Automated Mobility Membership Agreement Page 8 of 24 Members will work with the TLT to write the SOW for the Commissioned Research Project. Project Selection: Agreement to execute a proposed Commissioned Research Project will be decided by the TLT by simple majority vote. Leadership Tier members, and the ID each have one vote. The ITD will cast the tiebreaker vote if there is a tie. 6. Test Network Focus Area: A primary thrust of the IAM is to endeavor to provide Members a unique environment for the testing of connected and automated vehicles and infrastructure-based automation. IAM Members (except for Affiliates) will have access to this Test Network. The IAM will establish this Test Network over time as resources become available and as capabilities are developed by the IAM: Closed Course Test Facilities: The IAM will make all reasonable efforts to arrange access to closed course test facilities in Arizona and elsewhere to establish a unique network for accommodating testing of ADS and AVs. Instrumented Roadways and Intersections: Intersections in Anthem, AZ have been instrumented with sensor suites that allow for “ground truth”, off-vehicle observations, including assessments of AV performance, as well as communications equipment to allow for connectivity between infrastructure and connected vehicles (CVs). The IAM intends to expand this network of intersections to include other roadway points of interest such as merge points, stretches of highways, on and off ramps, etc., to construct an extensive on-road testing environment and safety assessment capability for IAM Members. Further, on-board data collection capabilities are being developed to complement said roadway and intersection sensor suites. Data and Analysis Database: The IAM is developing a Safety Assessment Methodology that includes the analysis of data collected on-board vehicles and at the instrumented roadways and intersections described above. IAM analysis computing environments, along with the results of this analysis and the raw data from the sensors described above, will be available to Members at no cost. This database will be expanded through IAM research to provide Members with a unique resource. Simulation Tool: An open-source simulation tool, CARLA, is available to IAM Members to use to conduct simulation testing. Data from the Data and Analysis Database mentioned above has Institute of Automated Mobility Membership Agreement Page 9 of 24 been prepared for use in CARLA, enabling the simulation of IAM Instrumented Roadways and Intersections. 7. Traffic Incident Management Center Focus Area: The Traffic Incident Management Center vision is to build on the success of the AZTech initiative and create a center that allows for collaboration between ADS developers, regulators, state agencies, and first responders in developing state-of- the-art traffic incident management procedures. The Traffic Incident Management Center might include a Test Facility that will be able to simulate a variety of traffic incidents, including crashes, and would enable rigorous training for the various entities involved in traffic management. The Test Facility would include provisions for accommodating CVs and ADS, but would not be exclusive to them. Part II: Binding Provisions The parties agree to be bound by the provisions set forth in Part II of this Agreement. These provisions shall survive any termination or expiration of this Membership Agreement. 1. Funding: The IAM will be funded via non-refundable membership fees, to be paid to and managed by the ACA, with oversight by the LAB. Membership is effective on the date that said Member executes this Membership Agreement and upon recept of the associated membership fee. Membership is automatically renewed on an annual basis, provided that IAM receives the membership fees prior to commencement of the next membership year. Annual membership fees are as follows: Affiliate: $5,000 Government and Non-Profit: $15,000 Standard: $50,000 Leadership: $80,000 2. Intellectual Property (IP): The treatment and disposition of IP (IP is defined in the IPMP) within the IAM is specified in the IPMP. All Members must sign both this Membership Agreement and the IPMP. Commissioned Research: Ownership of IP arising from Commissioned Research will be subject to the contract between the Sponsoring Member and the ACA. Institute of Automated Mobility Membership Agreement Page 10 of 24 Engagement with Collaborators: Interaction with Collaborators will allow the IAM to evaluate and utilize technology that is pertinent to IAM research. However, Collaborators are likely to have IP that they need to protect and so interaction with them in the open research model implemented by the IAM presents a challenge. The ACA will work with the Membership to develop, on behalf of the Membership, a standard contract and NDA with Collaborators. The ACA will act as a lead negotiator, on behalf of the Membership, to reach agreements with Collaborators using said contract and NDA. Data Sharing: Data generated and/or used during the execution of IAM Projects will be subject to all requirements in the IIPMP and in Collaborator contracts and NDAs except for the following: as required in the Executive Order establishing the IAM, the IAM, will maintain the Data and Analysis Database (called out in “Test Network Focus Area” section of this document) for exclusive IAM Member use. 3. Representation: The Members agree that the ACA will be their negotiator and signatory for all external IAM engagements. The MLT will oversee the pursuit of all external engagements and relationships on behalf of the Members who will agree to said engagements and relationships by two thirds majority vote. It is expressly agreed that in exigent circumstances such two-thirds majority vote may be taken as a ratifying vote retroactively to any given engagement or relationship. 4. Costs: Each Member agrees to be responsible for its own costs (personnel, travel, required software and hardware, etc.) of developing and participating in IAM. 5. Disclaimer of Liability: Except as expressly stated to the contrary in this agreement or the IAM IPMP, no Member will make any claim against or be liable to any other Member for any contractual damages, including but not limited to any incidental, consequential, indirect, special damages or lost profits of any kind, arising 6. Duration: Unless earlier terminated, and subject to the renewal provisions set forth herein, this Membership Agreement will expire one year from date of execution. Institute of Automated Mobility Membership Agreement Page 11 of 24 7. Termination and Survival: a. Any Member may terminate its participation in this Agreement at its sole discretion for any reason by providing notice in writing to the ACA at any time prior to the termination date. b. If the ACA does not receive payment within thirty (30) days from Member’s receipt of invoice, the ACA, acting on behalf of the other Members, may terminate the Member’s membership by providing written notice of termination. If the ACA does not receive payment in full within thirty (30) days of sending the notice of termination, this Membership Agrement will automatically terminate with respect to that Member. c. Upon breach of this Membership Agreement by a Member, the ACA, acting on behalf of the other Members, may notify such Member of such breach and its intent to terminate this Membership Agreement with respect to that Member. If within thirty (30) days the Member fails to cure the breach, then the ACA, acting on behalf of the other Members, may terminate this Membership Agreement with respect to that Member. d. Upon any termination or expiration of this Membership Agreement with respect to a Member, the following terms shall remain in full force and effect with respect to that Member: Section 2 (Intellectual Property), Section 4 (Costs), Section 5 (Disclaimer of Liability), Section 12 (Governing Law), and Section 13 (No Partners; Independent Contractors: ). Effective as of the termination or expiration of this Membership Agreement with respect to a Member, all other rights, obligations, terms and conditions of this Membership Agreement shall terminate with respect to such Member. This Membership Agreement shall continue in full force and effect for all remaining Members. 8. Dispute Resolution: In the event of any dispute, claim, question, or disagreement arising from or relating to this Membership Agreement or the breach thereof, the Members will use their reasonable efforts to settle the dispute, claim, question, or disagreement. To this effect, they will consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to the Membership. Institute of Automated Mobility Membership Agreement Page 12 of 24 9. Liability: To the extent permitted by law, the Members acknowledge that each Member shall be responsible for any loss, cost, damage, claim, or other charge that arises out of or is caused by the actions of that Member or its employees or agents to the extent of its negligence. No Member shall be liable for any loss, cost, damage, claim, or other charge that arises out of or is caused by the actions of any other Member or its employees or agents. Joint and several liabilities will not attach to the Member; no Member is responsible for the actions of any other Member, but is only responsible for those tasks accepted by it and to which it agrees in any subsequent funding agreement. The Members agree that in no event will consequential, incidental, special, exemplary or punitive damages be applicable or awarded with respect to any dispute that may arise between or among the Members in connection with this Membership Agreement. In performing any obligation created under this Membership Agreement, the Members agree that each Member is acting as an independent Member and not as an agent of any Member. 10. Insurance: Members agrees to obtain and maintain appropriate public liability and casualty insurance or adequate levels of self-insurance, to insure against any liability caused by that Member’s obligations under this Membership Agreement. 11. Publicity; Service Marks and Trademarks: Each Member agrees that other Members may use its name in connection with IAM news releases and other publications, to factually and accurately identify such Member’s Membership or participation in IAM activities. No Member may use any service marks, trademarks, logos or other marks of another Member in connection with IAM without prior written consent of that other Member. The use of any marks must comply with the owner’s requirements, including using the “circle R” indication of a registered trademark. 12. Governing Law: This Membership Agreement shall be interpreted by application of Arizona law without regard to its conflicts of law provisions. Where a Member is a non-Arizona entity, Arizona law will apply except when in conflict with the Member’s governmental enabling laws. “Nothing in this Membership Agreement is intended to cause said Member to waive the legal immunities and defenses provided under its governmental enabling laws.” Institute of Automated Mobility Membership Agreement Page 13 of 24 13. No Partners; Independent Contractors: The Members are not partners or joint venturers with each other. While the Members may authorize an entity to handle certain administrative tasks for them, no Member is authorized to make any commitment on behalf of all or any of them. Each Member is an independent contractor and will be free to exercise its discretion and independent judgment as to the method and means of performance of its work hereunder. Each Member’s employees will not be considered employees of the other Members, and personnel of one Member will not by virtue of this Membership Agreement, be entitled or eligible to participate in any benefits or privileges given or extended by the another Member to its employees. 14. No Licenses. No Member grants or receives, by implication, estoppel, or otherwise, under this Membership Agreement, any rights under any patents or other intellectual property rights. 15. Counterparts. This Membership Agreement may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and to this Membership Agreement were upon the same instrument. 16. Notices. All notices hereunder shall be in writing and sent to addresses indicated in the Member’s signature block at the end of this Membership Agreement and to the address as the IAM has designated for notices. For purposes of this section, written notice includes notice by electronic mail. The IAM and any Member may give written notice to the other of a change of address and, after notice of such change has been received, any notice or request shall thereafter be given at such changed address. 17. Complete Agreement. This Membership Agreement sets forth the entire understanding of the parties and supersedes all prior agreements and understandings relating hereto. No modifications or additions to or deletions from this Membership Agreement shall be binding unless accepted in writing by an authorized representative of the party against which enforcement is sought, and the waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. Institute of Automated Mobility Membership Agreement Page 14 of 24 Appendix B IAM Intellectual Property Management Plan (the “IAM IPMP”) INTELLECTUAL PROPERTY MANAGEMENT PLAN rThis Intellectual Property Management Plan (the “IPMP”) is effective as of the date of the last Member to sign (the “Effective Date”) and is established by: the Arizona Commerce Authority (ACA) on behalf of the Members involved with the Institute of Automated Mobility(IAM) as defined in the IAM Membership Agreement for which this IAMIPMP is an appendix. Background 1. The Arizona Institute of Automated Mobility (IAM) is a collaborative consortium established on October 11, 2018 by Executive Order 2018-09 by Governor Douglas A. Ducey of the State of Arizona. The IAM is part of the Arizona Commerce Authority (ACA). 2. Each of the Members hereto are participants in the IAM and will contribute to determining the research projects that will be undertaken by the IAM (Projects) in accordance with the IAM Membership Agreement. Members, in accordance with the IAM Membership Agreement, may actively participate in the consortium Projects, may contribute additional resources or funding to the Projects, or may passively observe Projects. But, regardless of their level of involvement, the terms of this IPMP will apply equally to all Members. 3. This IPMP addresses Intellectual Property that is used in or arises in the course of Projects that are undertaken by or through the IAM. Commissioned Research, as defined in the IAM Management Agreement, is not subject to this IPMP. Instead, Commissioned Research is governed by the contract and/or NDA signed between the ACA and the Member that has requested said Commissioned Research project. 4. This IPMP does not commit any Member to design or participate in any Projects, to contribute any of their own intellectual property, or to take any actions with respect to any research activities of the IAM. Any participation in the Projects are voluntary and will be addressed in Project Statements of Work to be developed by the IAM and for Collaborators/Partners, in contracts and/or NDAs with the ACA. Title to Background Intellectual Property and Project IP 5. Each Member will retain all rights, title, and interest in and to its respective Background Intellectual Property used during a Project. “Background Intellectual Property” means and includes all intellectual property that was in existence prior to or is first conceived, reduced to practice, discovered, created, and/or generated prior to, outside of, or independent of said IAM Project. Except as expressly stated elsewhere in this Agreement, no right, title, interest, or Institute of Automated Mobility Membership Agreement Page 15 of 24 license is granted by any such Member to any other Member under any Background Intellectual Property. No implied licenses are granted or intended by this Agreement. If any identified Background Intellectual Property of a Member is necessary for a Project, that Background Intellectual Property will be identified in the Project Statement of Work and/or in a contract and/or a non-disclosure agreement between the Member and the Arizona Commerce Authority (ACA) on behalf of the IAM and the Member owning the Background Intellectual Property must consent to its use before commencement of the Project. 6. For the purposes of this IPMP, "Project IP" means and includes all inventions, discoveries, techniques, algorithms, routines, systems, designs, software, libraries, databases, and know- how that are first created, developed, conceived, invented, or reduced to practice in the course of performance of the Projects, as well as all intellectual property rights (e.g., copyright, patents, and the like) that may be pursued therein. Inventorship and authorship of Project IP will be determined in accordance with applicable U.S. laws. In order to facilitate the distribution and sharing of license rights that arise from the performance of the Project among Members, The IAM Operations Director will act as the lead consortium Member for obtaining, maintaining, and granting license rights for Project IP as follows: 7. A. Unless otherwise agreed to unanimously by the Members participating in a given open research project, the Members or ACA will not file patent applications on Project IP. B. However, a Member(s), following unanimous agreement by the Members, have the opportunity to request that the ACA pursue patent or copyright protection on specific Project IP. The Member(s) who desire patent or copyright protection will confer and mutually agree on responsibility for preparing, filing, prosecuting, and maintaining the patents and copyrights and patent and copyright applications arising from the Project IP and payment of all costs associated therewith. Disposition of Project IP 8. With the exception of Project IP for which a patent has been pursued beginning upon a specific Project’s completion (see section 7B of this IPMP), the Members that have developed such Project IP will release the Project IP under a standard open source license such as an Apache 2.0 license found at: http://www.opensource.org/licenses/apache2.0.php or other similar open source license such as the BSD or MIT licenses; in the event the software already contains gpl licensed code, then the open source shall be through gpl v3 found at http://www.gnu.org/licenses/gpl.html ; Institute of Automated Mobility Membership Agreement Page 16 of 24 Confidentiality 9. Each Member agrees to maintain as confidential, and not disclose to third parties, all Confidential Information received from another Member in relation to this IPMP, the IAM, or a Project. Confidential Information includes all non-public data and information exchanged with respect to a Project, all reports of Project IP and non-public patent filings, the terms of any license hereunder, and any other information marked 'Confidential' or of a nature which would reasonably be understood to be confidential. The receiving Member(s) agree to: (i) keep Confidential Information confidential using no less than a reasonable degree of care; (ii) not publish another Member’s Confidential Information without that Member's consent; and (iii) only grant access to another Member’s Confidential Information to those of its employees and affiliates who have a need to know for purposes of exercising rights under this Agreement, provided they are under equivalent obligations of confidentiality. 10. The confidentiality obligations set forth above apply to all or any part of the Confidential Information except to the extent (i) the receiving Member can show by competent evidence that it possessed the information prior to its receipt from the disclosing Member; (ii) the information was already available to the public or became so through no fault of the receiving Member; (iii) the information is subsequently disclosed to the receiving Member by a third party that has the right to disclose it free of any obligations of confidentiality; (iv) the information is required by law, rule, regulation, or judicial process to be disclosed (if such requirement arises, the receiving Member will, if legally permitted prior to any such disclosure, promptly notify the disclosing Member and provide assistance in any reasonable effort to obtain confidential treatment with respect to such disclosure); or (v) five (5) years have elapsed from the expiration or termination of this Agreement or the completion of the related Project, in which case all recipients of another party’s Confidential Information must promptly destroy or return such Confidential Information; provided, however, that if a recipient of the disclosing party’s Confidential Information disseminates received Confidential Information to any third party, including to members of the Institute for Automated Mobility, such recipient shall be fully responsible for ensuring that the third party uses the Confidential Information only as contemplated by this agreement; further, such recipient shall be liable for any harm to the disclosing party, whether direct, indirect, or otherwise, which arises from misuse or unauthorized disclosure of that Confidential Information by such third party. For clarity, once Confidential Information becomes public by virtue of publication of a patent filing or the Members releasing the Project IP under a standard open source software as described under Section 12, the obligations of confidentiality herein will cease with respect to that Confidential Information. Institute of Automated Mobility Membership Agreement Page 17 of 24 Publication 11. The Members recognize that one aspect of the mission of the IAM is to promote automated mobility and accomplishing that goal will involve publicizing results of IAM Projects. If the IAM or any Member desires to publish or otherwise publicly disclose (e.g., in an abstract, poster, presentation, application, or other disclosure) Project IP or results of a Project, such Member shall first notify the other Members and offer them the opportunity to co-author such publication or other disclosure. Any Member that elects to join shall be able to participate, at the discretion of the Project Lead as a co-author in the joint publication or other disclosure. In no event, however, will a Member’s election not to join be construed as a right to prevent a publication. However, the Members agree that in all cases, at least five (5) days prior to submission for publication or disclosure, the Members will circulate a copy of the proposed manuscript or other disclosure relating to the Project to all other Members. The Members may review such manuscript or material to identify patentable or copyrightable subject matter and any Confidential Information. Should a Member identify patentable or copyrightable subject matter, said Member shall notify the publishing Member(s) and may request that the Member(s) delay publication for period of time not to exceed an additional thirty (30) days if necessary to permit consideration by the IAM Membership (see section 7B of this IAM IPMP), preparation and filing of a patent or copyright application or, at the publishing Members(‘s) discretion, remove the enabling portion of the publication. Miscellaneous 12. Nothing in this IPMP shall be construed as: (i) a warranty or representation by any Member as to the validity or scope of any intellectual property right; (ii) an obligation to furnish any information or rights except as may be set forth in an agreed-upon Project Statement; or (iii) creating for the Members any right, title or interest in or to the inventions, patents, technical data, computer software, or software documentation solely owned by another Member. All projects, information, reports, inventions, intellectual property, and results are provided “as is”, and no Member makes any representations, warranties, or guarantees of any kind, express or implied, regarding any of the foregoing, including without limitation any warranties of title, merchantability, patentability, value, security, fitness for a particular purpose, result, use, or non-infringement thereof. In no event shall any Member be liable to the other for any punitive, exemplary, special, incidental, consequential, or other indirect damages (including, but not limited to, lost profits, lost revenues, and lost business opportunities) arising out of or relating to this IPMP, regardless of the legal theory under which such damages are sought, and even if the other Members had been advised of the possibility of such damages or loss. 13. The Members hereto are independent contractors and not joint venturers or partners. No Member shall use the name of another Member or the name of any employee thereof in any Institute of Automated Mobility Membership Agreement Page 18 of 24 sales promotion, advertising, or any other form of publicity without the prior written approval of such Member. 14. This IPMP shall commence on the Effective Date and continue for a period of the later of three (3) years or completion of all the Projects, unless terminated earlier by agreement of the Members. IN WITNESS THEREOF, the Members hereto have executed or approved this IPMP on the dates below their signatures. Arizona Commerce Authority [Name] By: By: Date: Date: Name: Marisa Walker Name: Title: IAM Operational Director Title: [Name] [Name] By: By: Date: Date: Name: Name: Title: Title: Institute of Automated Mobility Membership Agreement Page 19 of 24 Appendix C By-Laws Institute of Automated Mobility (IAM) Bylaws ARTICLE I. General A. Purpose: These Bylaws (the “Bylaws”), in combination with the IAM MEMBERSHIP AGREEMENT and the IAM IP MANAGEMENT PLAN (the latter two documents are hereafter referred to as the “Agreements”) govern the operation of the IAM. The Bylaws are not intended to, and do not amend any part of the Agreements. Capitalized terms not defined in the Bylaws are ascribed the meaning set forth in the Agreements. B. Amendment: These Bylaws may be amended from time to time pursuant to a two-thirds (2/3) majority vote of the Members. C. Order of Precedence: These Bylaws are incorporated as part of the Agreements. If there are any inconsistencies between theses Bylaws and the provisions of the Agreements, the applicable terms in the Agreements take precedence. D. Structure of the IAM: The Structure of the IAM will be defined by the ID with assistance from the IAM Technical Director (ITD) and the IAM Leadership Teams (Technical Leadership Team (TLT), Management Leadership Team (MLT), Policy Leadership Team (PLT)). ARTICLE II. Responsibilities of the IAM Director and the IAM Technical Director: The ID and the ITD will be appointed by the CEO/President of the ACA. informed by recommendations for the selection of the IAM Director and Technical Director by the IAM Leadership Advisory Board. A. The responsibilities of the ID include, but are not limited to: 1. Oversight of all IAM activities and outreach; 2. Service as chair of the LAB, leader of the MLT and PLT, and monitor the TLT. 3. While it is expected that all Members act at all times above board and in a mutually cooperative effort, when disputes arise from time to time, arbitrating all significant disputes within the IAM. 4. Oversight of the ITD. 5. Organizes LAB meetings, including timely distribution of materials in advance of the meeting as required, and handouts at said meetings. 6. Appointment of leaders to the MLT & PLT; 7. Oversight of the MLT & PLT; 8. Preparing and delivering presentations on the IAM (organization and accomplishments) to various stakeholders 9. Recruitment of new IAM Members and Guests; 10. Providing assistance to the CEO/President of the ACA in selecting a succeeding ID as necessary; Institute of Automated Mobility Membership Agreement Page 20 of 24 11. Oversight of all IAM expenditures. Membership fees are treated as program income and must be allocated for use for IAM purposes. Membership fees that are not expended in the year in which they are received must be placed in an IAM account and be held in reserve for future use. Progress reports on the expenditure of these funds should be included in an IAM annual report and reported to the Membership during TLT, MLT and PLT meetings. The ID will work with the ACA to oversee the collection, maintenance and expenditure of the IAM budget. The ID will arrange for the ACA to establish bank accounts for the maintenance of the IAM budget and is responsible for maintaining said accounts. Expenditures will be guided by funding requests and decisions made by the IAM Leadership teams under the guidance of the ID. The Members will influence funding decisions through their participation on the IAM Leadership teams. The Voting Membership will approve the annual IAM budget proposed to them by the ID. B. The responsibilities of the ITD include, but are not limited to: 1. Fulfills the duties of the ID in the absence of the ID, and otherwise assists the ID with the execution of the IAM as requested by the ID. 2. Creates, communicates, and maintains the technical vision for the IAM. 3. Organizes the solicitation and development of research proposals. 4. Engages research personnel (e.g., by issuing RFPs/RFQs) as necessary to meet the research objectives of the IAM. 5. Ensures that project proposals brought to the IAM accomplish the mission of the IAM. 6. Organizes and manages the operation of the TLT. 7. Oversees the development of Statements of Work, budgets, and schedules for IAM research projects. All budgets will be submitted to the ID for funding consideration. Article III. Executive Leadership Team (ELT): A. Purpose: The ELT assists the ID with decisions on all aspects of the IAM under the leadership of the ID. B. Membership: The ELT consists of an executive from each Leadership Level Member, the ITD, and the leaders of the MLT and the PLT. C. Leadership: The ID is the chair of the ELT. D. The ELT shall consider requests for membership in the IAM and may invite guests to the IAM. Membership in the IAM shall be extended only by unanimous vote of the ELT. ARTICLE IV. IAM Leadership Advisory Board (LAB): A. Purpose: The LAB provides advice and counsel regarding the technical and policy visions of the IAM, the direction of IAM research, and the operations and outreach of the IAM. B. LAB Membership: The LAB membership is specified in the Agreements. Institute of Automated Mobility Membership Agreement Page 21 of 24 The LAB shall meet not less often than twice per year, shall execute an annual analysis of the IAM’s strategic capabilities, and present their findings and advice to the ILT. Article V: IAM Technical Leadership Team (TLT): A. Purpose: 1. The TLT will provide support and expertise to the ITD with the creation of the IAM technical vision and research roadmaps. 2. The TLT will provide support and expertise to the ITD with oversight of the selection of research teams and the day-to-day management of research. 3. At the behest of the Member that is sponsoring Commissioned Research, the TLT will assist in the creation of a Research Implementation Team. B. Membership: The TLT will consist of one representative from each of the Leadership, Standard, and Government/Non-Profit Membership tiers. C. Voting Privileges: Only membership fee paying members of the IAM, shall have TLT voting privileges. Government/Non-Profit and Standard members shall have one vote each, Leadership members shall have 2 votes each. D. Responsibilities: Ensure the overall synergy of the research carried out in various thrust areas. Work with the ITD to plan for mid-course corrections in research and/or personnel, as necessary. ARTICLE VI. IAM Management Leadership Team (MLT): A. Purpose: General oversight of the IAM’s operations, strategy, marketing efforts, IP, and membership B. Membership: The MLT will consist of one representative from each of the Leadership, Standard, and Government/Non-Profit Membership tiers. C. Voting Privileges: Only membership fee paying members of the IAM shall have MLT voting privileges. Government/Non-Profit and Standard members shall have one vote each, Leadership members shall have 2 votes each. D. Responsibilities: 1. Oversee the management of the IAM, guiding day to day operations and defining the operational processes the IAM will execute, developing the strategy for IAM growth and Institute of Automated Mobility Membership Agreement Page 22 of 24 defining how the IAM will interact/collaborate with the automated mobility community at large. 2. Oversee the IAM budget, including the collection and expenditure of funds. 3. Oversee the marketing and communications for the IAM. 4. Administer the IAM website. 5. Manage and grow the IAM Membership. 6. Manage IAM data and its distribution to and use by Members and the external automated mobility community. 7. Manage IAM IP in compliance with the IAM IP Management Plan. E. The ID will appoint a leader to the MLT. F. The MLT will establish sub-teams to manage specific functions for the MLT such as membership recruiting, RFP pursuits, marketing and community engagement, etc. Sub-teams will be established by simple majority vote by the MLT membership. The MLT Leader will appoint leaders to each sub-team. Sub-team leaders will report to the MLT leader. Membership on sub- teams will be established by the MLT leader. ARTICLE VII. IAM Policy Leadership Team (PLT): A. Purpose: 1. Developing and implementing IAM’s strategy for influence on AZ and national policy. 2. Oversee IAM interaction with AZ and national policy makers. B. Membership: The PLT will consist of one representative from each of the Leadership, Standard, and Government/Non-Profit Membership tiers. C. Voting Privileges: Only membership fee paying members of the IAM, shall have PLT voting privileges. Government/Non-Profit and Standard members shall have one vote each, Leadership members shall have 2 votes each. D. The ID will appoint a leader to the PLT. E. Build partnerships with federal, state and/or local government programs focused on policy. Article VIII. Selection of Research Projects A. Core Projects. Research projects funded with IAM funds and identified by the TLT for further development are “Core Projects”. Institute of Automated Mobility Membership Agreement Page 23 of 24 B. Specification of Core Projects: Ideas for Core Projects may be suggested and specified by TLT members and may be identified through RFPs issued under the management of the TLT. C. Commissioned Research: Members may propose (sponsor) research projects of their choice related to the mission of the IAM. D. Core Research Proposal Evaluation Process. The evaluation of research proposals by the TLT and subsequent recommendations to the ID shall involve all or any of the following steps: 1. An oral presentation of the proposals made by Members, students or faculty project proposers followed by discussion. 2. A TLT session during which strengths and weaknesses of each proposal, viewed in light of the research needs and objectives of the IAM, are discussed. 3. A secret ballot rating of each proposal by TLT Members or their substitutes in attendance at the review meeting, using a scale of 0,1, or 2 (0 = should not be funded, 1 = acceptable, and 2 = should definitely be funded); This rating process is intended to provide insight into the importance of proposals to the membership rank and file. It constitutes information that the voting Members can use to help them cast their votes. 4. Proposers of proposals that are ranked either as a 1 or a 2 will be given two weeks to construct a more detailed proposal which will be presented to the TLT voting Members; The voting Members can request detailed proposals for proposals that do not get a 1 or 2 rank through a two-thirds majority vote. 5. The voting Members will construct a consensus ranking of the proposals which will comprise the final recommendation to the IDT and ID on specific research projects to be pursued over the next year. The ID will fund the proposals in priority order until the budget for technical projects has been exhausted. 6. Funded project teams will have 6 weeks to prepare SoWs for their projects 7. The funding of projects and the selection of project launch dates will be handled by MLT under the direction of the ID. Institute of Automated Mobility Membership Agreement Page 24 of 24