
/vol/src/devel/gated/master/gated/Consortium_Agreeemnt,v 1.1 1992/12/17 18:41:25 jch Exp



		Cornell GateDaemon Consortium Agreement


This Agreement is made and entered into on this ________ day of
_________________, between ______________________________ ,
(hereinafter referred to as "Member") and Cornell University
(hereafter referred to as "Lead Institution"), acting for and on
behalf of the Cornell GateDaemon Consortium (hereinafter referred to
as "Consortium").  Member hereby joins the Consortium and shall be
entitled to Consortium benefits and accepts the limitations and
responsibilities as elaborated herein.


1.  GateD

The modular software program "GateD" (pronounced "gate-dee"). GateD is
used by individuals and organizations around the world as:

a) a platform for new network routing protocol prototyping and
   deployment

b) a source of routing protocol reference implementations for use in
   testing

c) a distribution mechanism of new protocol implementations

d) a complete set of routing protocols and functions which can provide
   the core for the development of commercial products

e) a means of access to leading edge network research and development



2.  CONSORTIUM PURPOSE

The Consortium is a group of educational institutions and corporations
formed to collaborate in the ongoing support and expand the
development and functionality of GateD.  The Consortium's success will
ensure the continued availability of GateD to the Internet community.
The consortium will:

a) allow timely delivery of needed functionality,

b) provide a broader funding base to ensure GateD's future,

c) facilitate technology transfer between academia and industry,

d) develop a structure for training in internetwork routing
   technology, and

e) carry out other activities as agreed among the Lead Institution and
   Members.



2.  MEMBERSHIP BENEFITS

Membership in the Consortium is open to all organizations interested
in supporting and participating in the development of internetwork
routing protocols. The Consortium shall provide the following benefits
to Members:

a) Regular communications, including semi-annual hardcopy releases and
   electronic communications as appropriate.  Such communications
   shall detail GateD developments and progress.

b) Invitation to attend the Annual Progress Review and technical
   briefings scheduled throughout the year. At the Annual Progress
   Review, Members shall have the following privileges:

   (i) input to priority setting and timetables for GateD development
        and deployment,

   (ii)	access at times of mutual convenience to members of the GateD
   	development team, and

c) A yearly summary of Consortium expenditures and financial plans.

d) Opportunities for Member staff to participate in:

    i)  consortium training and educational activities, and

    ii)	internships and residencies (either Consortium-sponsored or
        Member supported.)

e) A Member may choose from among four levels of membership.  

    i)    Sponsor - provides for the attendance of up to four Member
          representatives at Annual Progress Reviews, briefings and
          other activities, as well as distribution of GateD
          communications to up to four specified addresses.

    ii)   Associate - provides for attendance of up to two Member
	  representatives at Annual Progress Reviews, briefings and
	  other activities, as well as distribution of GateD
	  communications to up to two specified
          addresses.

    iii)  Affiliate - provides for attendance of one Member
	  representative at Annual Progress Reviews, briefings and
	  other activities, as well as distribution of GateD
	  communications to one specified address.

    iv)   Educational Institution or Startup - to qualify, a Member
          must be a college, university or other educational
	  institution or a corporation with revenues of under U.S.
	  $500,000. It provides for attendance of up to two Member
	  representatives at Annual Progress Reviews, briefings and
	  other activities, as well as distribution of GateD
	  communications to up to two specified addresses.
	
    For each level of membership, attendance of additional Member
    representatives will require prior arrangement and may entail
    charges to cover any additional cost.


	
3. MEMBERSHIP FEES

Members shall pay annual membership fees according to their
participation level.  Upon execution of this Agreement and payment of
the annual fee, and during each year of paid-up membership, Members
shall be entitled to the benefits corresponding with their level of
participation in accordance with the terms of this Agreement.
Membership fees will be used to support the research and development
programs of the Consortium. Membership fees for the first year are as
follows:

(a) 	Sponsor   -  $50,000 U.S.

(b) 	Associate -  $25,000 U.S.

(c) 	Affiliate   -  $15,000 U.S.

(d) 	Educational Institution or Startup  - $5,000 U.S. 

Annual membership fees shall cover 12 months of consortium
participation commencing with receipt of the payment to the Lead
Institution.  The Lead Institution shall consult with Members prior to
implementing any change in membership fees, and shall provide Members
ninety (90) days written notice prior to commencement of the
membership period during which any fee change would take effect.

Membership fees shall become due to the Lead Institution upon
execution of this Agreement.  Checks shall be made payable to Cornell
University and submitted to the following address:

	Alan Personius
	GateDaemon Project
	Information Technologies/Network Resources
	200 CCC
	Cornell University
	Ithaca, NY  14853-2601  USA

At its option, the Lead Institution may accept equipment or other
in-kind contribution of an equivalent value in lieu of cash payment.



4.  USE OF NAMES

Neither party to this Agreement shall make use of this Agreement, or
use the other's name or that of any member of the other's staff for
publicity or advertising purposes without prior written approval of
the other party.



5.  PUBLICATIONS

Subject to PROPRIETARY INFORMATION, below, the parties to this
Agreement shall have the right, at their discretion, to release
information or to publish material which they have developed under
this Agreement, provided that an advance copy of such information
release or publication is given to each Member and to the Lead
Institution.  Members and the Lead Institution shall have thirty (30)
days from receipt to review and comment on publications and
information releases.  Members and the Lead Institution agree to give
serious consideration to such review comments prior to publishing or
otherwise releasing information under this Agreement.


6. GateD COPYRIGHT and LICENSING

Membership in the Consortium, while encouraged, is not a requirement
for licensing or use of GateD.  The following information regarding
GateD licensing is provided for Member's information.

The GateDaemon Project at Cornell University produces the GateD
software, an implementation of several routing protocols as a daemon
to run on various versions of Unix.  GateD has been developed with
funding from the National Science Foundation and other sources and
with important contributions of code, testing, and documentation from
a number of organizations.  Cornell provides copies of GateD upon
request and at no charge for use as specified in the copyright and
other restrictions contained in the GateD source files.

Those who wish to redistribute GateD may do so under agreement with
Cornell.  Anyone wishing to transfer GateD or any part of GateD to any
third party must first execute the GateD Redistribution License
corresponding with the version of GateD to be redistributed. The GateD
Redistribution License entails no license fee.  Instead, licensees are
required to submit to Cornell for distribution to the user community
certain modifications and enhancements which they create or are
created on their behalf using GateD.  Such distribution of
licensee-developed enhancements is for the benefit of the GateD user
community and subject only to the GateD source file restrictions and,
if applicable, to the appropriate GateD Redistribution License.



7.  PROPRIETARY INFORMATION

The Consortium exists to continue development of GateD in an open,
collaborative, non-proprietary environment in order to ensure its
continued broad applicability and availability to the Internet
community. Accordingly, proprietary research, information, trade
secrets or other confidential or sensitive information disclosed by
Members under this Agreement (Proprietary Information) may not in any
way become embodied in or restrict the use of GateD, related software
or other Consortium materials.

However, in some cases it may be desirable for Members and/or the
Consortium to utilize Proprietary Information in the conduct of GateD
testing and development.  The following provisions are provided to
facilitate exchange of such information while obviating the need for
separate non-disclosure agreements.  Special disclosure needs may be
considered on a case by case basis prior to the intended information
exchange.

Acceptance and use by the Lead Institution, Members or the Consortium
of any Proprietary Information (regardless of form or media in which
transmitted) which may be supplied by a Member or some third party in
the conduct of Consortium activities under this Agreement shall be in
accordance with the following:

a) The disclosing party shall advise each prospective receiving party
   within the Consortium of the general subject matter of the
   Proprietary Information to be disclosed.  Only with the consent of
   the receiving party may such information be disclosed. To be
   treated as proprietary pursuant to this Agreement, information must
   be marked or designated in writing as proprietary to the disclosing
   party.

b) The Lead Institution and each Member retains the right to refuse to
   accept any such information which it does not consider to be
   essential to the work of the Consortium or which it believes to be
   improperly designated, or for any reason.

c) Where a receiving party does accept such information as
   proprietary, each such party agrees to use the same care and
   discretion to avoid disclosure, publication, or dissemination of
   the Proprietary Information to others as the receiving party uses
   with respect to similar information of its own which it does not
   desire to have disclosed, published, or disseminated.

d) This obligation shall not apply to information which is published
   or disclosed publicly by third parties, or is, when received,
   already in the possession of the receiving party or any of its
   subsidiaries, or is required to be disclosed by order of a court of
   law, or is released for disclosure by the prior written permission
   of the disclosing party, or is independently developed by the
   receiving party or any of its subsidiaries, or is rightfully
   obtained by the receiving party from a party that is not under
   obligation of confidentiality with respect to such information.

e) Member-provided material which is to be incorporated into GateD may
   identify copyright holder(s) and give other attributions and
   restrictions as appropriate, so long as the current use and
   redistribution of GateD is not fundamentally altered. Once
   incorporated into GateD, Member-provided material will be
   distributed to the Internet community in accordance with GateD
   copyright and other user restrictions, and the GateD Redistribution
   License.  Any Proprietary Information to be incorporated into GateD
   must first be redesignated by the disclosing party.

f) The obligations pursuant to this clause will continue in force for
   five years following disclosure of Proprietary Information.


 
8.  INTELLECTUAL PROPERTY 

The Consortium has been created to foster broad collaboration rather
than to support focused research and developmental projects. However,
the Consortium will likely lead to interest in particular areas of
research or application.  If so, such activities shall be pursued via
separate agreements in order to establish the necessary collaborative
and financial terms among the interested parties.

Discoveries which may be subject to intellectual property protection
are not anticipated to arise from the Consortium activities under this
Agreement.  As a result, and to facilitate the freest possible
exchange of information among Members, this Agreement conveys no
intellectual property rights between the Lead Institution and Members.
Accordingly, the Consortium fee structure reflects the maximum
indirect cost discount consistent with Lead Institution policy.

In the absence of separate research and development agreements, the
following shall govern rights in Consortium discoveries.

Inventions, improvements and/or discoveries, including computer
software, which are conceived and first reduced to practice solely by
one or more Member staff in the course of carrying out the Consortium
activities under this Agreement shall vest in the Member.  Inventions,
improvements and/or discoveries, including computer software, which
are conceived and first reduced to practice solely by one or more Lead
Institution staff in the course of carrying out the Consortium
activities under this Agreement shall vest in the Lead Institution.
Inventions, improvements and/or discoveries, including computer
software, which are conceived and first reduced to practice jointly by
one or more Member staff and one or more Lead Institution staff in the
course of carrying out the Consortium activities under this Agreement
shall vest jointly in the Member and Lead Institution.



9.  STAFF AGREEMENTS

Member shall, as a condition of their participation, represent and
warrant that it has or shall obtain, prior to the commencement of
Consortium activities under this Agreement, appropriate agreements
with its employees/students or others who may participate in
Consortium activities sufficient to ensure compliance with all the
terms of this Agreement.



10.  TERM

The Agreement shall become effective upon first day of the month
following receipt of payment by the Lead Institution and shall
continue in force for additional one-year periods, subject to Member's
payment of annual membership fees at the level established for each
membership year.

Member may terminate this Agreement upon sixty (60) days prior written
notice to the Lead Institution. The Lead Institution may terminate
this Agreement upon sixty (60) days prior written notice to Member.
In the event of termination by Lead Institution, Member shall be
refunded a pro-rata share of any fees paid for membership periods not
concluded as of notice of termination.

Upon such termination all Member obligations and benefits shall cease.
In such event, Lead Institution shall, at member's option, return or
destroy any Member Proprietary Information still in Lead Institutions
possession at the time of termination.



11.  NOTICES

All notices shall be in writing and effective upon receipt. Notices
will be sent to the following addresses:

To Lead Institution:

Contractual				Technical

ATTN: Eric W. Danly, Assistant Director	ATTN: Scott Brim
Office of Sponsored Programs		GateDaemon Project
120 Day Hall				Information Technologies/Network Resources
Cornell University			200 CCC
Ithaca, NY  14853-2801  USA		Cornell University
					Ithaca, NY  14853-2601  USA
+1 607 255 5014 (voice)			+1 607 255 9392 (voice)
+1 607 255 5058 (fax)			+1 607 255 9086 (fax)
ewd@cornellc.cit.cornell.edu		Scott_Brim@cornell.edu

To Member:

Contractual				Technical










12.  ENTIRE AGREEMENT  

This Agreement contains the entire agreement between the parties.  No
amendments or changes to this Agreement shall be effective unless made
in writing and signed by authorized representatives of the parties
hereto.

IN WITNESS WHEREOF, the parties have caused these presents to be
executed in duplicate on the dates indicated below.

CORNELL UNIVERSITY		____________________________



_______________________________	____________________________
Eric W. Danly
Assistant Director
 


_______________________________	____________________________
Date				Date




			      Attachment A


	Letter of Intent to Participate in the GateD Consortium



To: 	Alan Personius
	GateDaemon Project
	Information Technologies/Network Resources
	200 CCC
	Cornell University
	Ithaca, NY  14853-2601  USA

From: ______________________________________________________
					(name and title)

	_______________________________________________________
					(division and company)

	_______________________________________________________
					(address)

	_______________________________________________________

Acting as agent for my company, I wish to express our intent to
participate in the Cornell GateDaemon Consortium. Our participation
will be as follows:

	*	Sponsor						$50,000 U.S.
	*	Associate					$25,000 U.S. 
	*	Affiliate 					$15,000 U.S. 
	*	University or Startup				$ 5,000 U.S. 

We intend to initiate our participation on ___________________________

The principal liaison to the Consortium from our company will be:

___________________________________________________________

___________________________________________________________

___________________________________________________________

___________________________________________________________

Phone:  ___________________     E-mail:__________________________


Sincerely,




__________________________	____________________________
							Date
