Merit GateD Consortium Documentation (16-Oct-1996)

## Version Dated: 12/1/96

# Merit GateD Consortium Agreement for Small Commercial Member For GateD Version 4

This Agreement is made and entered into on this____________________ day of________________ between_________________________________________ (hereinafter referred to as "Small Commercial Member") and Merit at the University of Michigan (hereinafter referred to as "Lead Institution"), acting for and on behalf of the Merit GateD Consortium (hereinafter referred to as "Consortium".) The Small Commercial Member hereby joins the Consortium and shall be entitled to Consortium benefits and accepts the limitations and responsibilities herein.

## 1. Consortium Purpose

The Consortium is a group of institutions and corporations which provides ongoing support to expand the development of the GateD software, an implementation of several routing protocols as a daemon to run on various versions of Unix.

The Consortium will...

- Foster professional collaboration between the GateD developers and Consortium Members.
- Allow timely delivery of needed functionality.
- Provide a distribution mechanism of new protocol implementations.

## 2. GateD Project

The Merit GateD project produces GateD (pronounced "gate-dee"), a software program which is used by individuals and organizations around the world. GateD is used as a platform for new network routing protocol prototyping and a source of routing protocol implementations for use in testing. The complete set of routing protocols and function provided by GateD can provide the core for development of future products.

## 3. Small Commercial Membership Benefits

Small Commercial Membership in the Consortium is open to all organizations interested in support of the development of routing protocols with:

- annual revenue of less than $900,000, and
- less than 100 employees.

The Consortium will provide the following benefits to Small Commercial Members:

Technical

- a) Unlimited distribution of "GateD-Unicast binaries" in Small Commercial products under the conditions specified in sections 7 and 8 for GateD Version 4 upon signing of this agreement and for the 12 months of this membership is in effect. "GateD-Unicast binaries" are defined as binaries for the GateD Daemon and associated tools.
- b) Source code for GateD Version 4, also called GateD-Unicast, will be distributed to development teams at Small Commercial Member's corporate or research sites during the 1 year term of membership. Source code may not be distributed in commercial products. Source code may be used under the conditions specified in section 8 of this agreement.
- c) Access to GateD Member-only Documentation and Tools.
- d) Early access to new source code, documentation and tools prior to a general release to Academic and Research Members for a period agreed upon by Consortium Members but not less than three weeks.
- e) Email Response to Technical Questions not to exceed 20 messages per week.

Consortium

- f) Regular communications including paper releases and electronic communications as appropriate. Such communications shall detail GateD Project and Consortium developments and progress.
- g) 1 Voting Member attends GateD Consortium Meeting.
- h) Invitation to attend periodic Technical Briefings and Progress Review, Small Commercial Members shall have the following privileges:

- (i) input to GateD software development and deployment discussions.
- (ii) access at prescheduled times of mutual convenience to members of the GateD Project Development Team.

- i) The right to request a yearly summary of Consortium expenditures and financial plans.

## 4. Small Commercial Membership Requirements

Small Commercial Members shall make annual membership contributions to the Lead Institution of:

- $40,000 - during the 1st year of membership
- $15,000 - during any 2nd through 15 year of "continuous membership" where continuous membership is defined as yearly memberships in sequential years without a lapse of time.

Upon execution of this Agreement, and during each year of paid-up membership, Members shall be entitled to the benefits of Consortium membership in accordance with the terms of this Agreement Membership contributions will be used to support the research and development of the programs and activities of the GateD Consortium.

Annual membership fees shall cover 12 months of Consortium participation commencing with execution of this Agreement. 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 for which the 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 Merit and submitted to:

    Merit GateD Consortium
    Attn:  Michele Dotson
    Merit Network, Inc.
    4251 Plymouth Rd, Suite C
    Ann Arbor, MI 48105-2785.

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

## 5. 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 purposes of advertising or promotion without prior written approval of the other party.

## 6. Publications

The parties to this Agreement shall have the right, at their discretion, to release written information or to publish material which they have developed under this Agreement, provided that information release or publication is given to the Lead Institution for distribution to or review by Members at Lead Institution's option. Members agree to provide an advance copy if so requested by Lead Institution.

## 7. GateD Copyright and Licensing

### Background

The GateDaemon Project at Merit at the University of Michigan ("Merit") produces the GateD software, an implementation of several routing protocols as a daemon to run on various versions of Unix. GateDaemon was originated and developed through release 3.0 by Cornell University and its collaborators with funding from the National Science Foundation and other sources and with important contributions of code, testing, and documentation from a number of organizations. Merit has developed release 6.0 as part of the Merit GateD consortium. Merit provides copies of GateD to Small Commercial Members for

- a) Unlimited binary distribution for GateD Version 4, also called GateD-Unicast, in commercial products, and
- b) Source code for GateD Version 4, also called GateD-Unicast, will be distributed to development teams at Member's corporate or research site during the 1 year term of membership.

### Redistribution of GateD

Those who wish to redistribute GateD may do so under this agreement. Anyone wishing to may transfer GateD or any part of GateD to any third party. Third parties are not authorized to sublease or further redistribute GateD or any part of GateD. Third parties wishing to do so may be referred to Merit for information concerning memberships and licensing.

Members are required to submit to Merit for distribution to the user community certain modifications and enhancements which they create or are created on their behalf using GateD. Such distribution of member-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.

The organizations who have shared in the ongoing development of GateD have done so in part based on their confidence that others in the user community will contribute on the same terms. However, the requirement to share GateD enhancements may conflict with an organization's effort to develop products for commercial use which may overlap GateD in function. The attached version of the GateD Redistribution License defines in greater detail the enhancements or modifications which are required to be returned for the benefit of the user community. As well, the agreement provides for certain cases which may be legitimately excluded from the requirement to return enhancements. GateD enhancements which entail third party proprietary materials, for example, are not required to be returned. Further, a provision has been added to allow a monetary contribution in lieu of return of particular enhancements. This provision allows GateD to be utilized in contexts which may become proprietary to a member while ensuring that such use contributes to the continued development, enhancement, support, and public availability of the software.

Please note that Merit's continued ability to make GateD available to the research and academic community at the current fee structure is contingent upon the University's incurring no additional liability from member's use of the software. Accordingly, the attached GateD Redistribution License holds Merit harmless from liability arising from member's use of GateD under the agreement. As written, the scope of liability protection reserved by Merit is limited to only that which would not have arisen but for a member's use of GateD. In addition, the indemnification of Merit is further qualified to exclude liability resulting from University negligence.

The rights conveyed to Members under this agreement for GateD Version 6 (also called GateD-Unicast) are non-transferable.

Lead Institution provides copies of GateD upon request to Members and use as permitted by the copyright and subject to other restrictions contained in the GateD source files.

Those who wish to redistribute GateD may do so by becoming a member and executing a GateD Membership and Redistribution License with the Lead Institution.

## 8. GateD Redistribution

The Regents of the University of Michigan on behalf of its operating unit, Merit, (Merit) agrees to grant and does hereby grant to _____________ (Small Commercial Member) a non-exclusive, non-transferable, royalty-free, worldwide, revocable license to use, reproduce, modify and redistribute the software entitled "Gateway Daemon, Release 6" (GateD) with Member's products, subject to the following terms:

- 8-1 Small Commercial Member may only redistribute "GateD-Unicast binaries" as defined in section 3-a in this Small Commercial Member's commercial products.
- 8-2 Small Commercial Member's use of GateD Version 4 (GateD-Unicast) source code may only be redistributed as specified in section 3-b. All redistribution shall be subject to all copyright and other restrictions contained in the GateD Version 4 source files. Such copyright notices and other restrictions as they currently appear in the source files are listed in Appendix A, attached, which shall be a part of this Agreement for all purposes.
- 8-2 Each redistribution of GateD Version 4 (GateD-Unicast) source code to the Small Commercial member's sites hereunder shall include the copyright and other restrictions as listed in Appendix A, as well as the credit legends contained in the GateD source files.
- 8-3. Upon specific, prior, written approval of Merit, the Small Commercial Member may grant third parties the non-exclusive, non-transferable, royalty-free, worldwide, revocable license to use, reproduce, modify and redistribute GateD Version 4 binaries; provided that, the Small Commercial Member shall require any such sublicensee to abide by the terms of provision 8-5 of this Agreement, either via Member or directly to Merit, and that such sublicense shall be subject to all copyright and other restrictions contained in the GateD Version 4 source files.
- 8-4 Any documentation which is included as part of Member's redistribution of Version 4 of GateD (GateD-Unicast) shall include the following statement:

            © 1995 The Regents of the University of Michigan all rights reserved.
            Gate Daemon was originated and developed through release 3.0 by Cornell
            University and its collaborators.

- 8-5 Versions of GateD Version 4 or related documentation that are to be redistributed by Member in any altered form shall be labeled or otherwise marked as modified versions of GateD-Unicast.
- 8-6 The Small Commercial Members shall use reasonable efforts to provide Merit with copies of all modifications and enhancements made by Small Commercial Member or on Small Commercial Member's behalf (Small Commercial Member's Enhancements) to GateD or related documentation, for a period of three years from the date of execution of this Agreement. member hereby grants Merit a non-exclusive, transferable, royalty-free, worldwide, irrevocable license to use, reproduce, modify and redistribute such Small Commercial Member Enhancements as part of current and future releases of GateD without accounting to Small Commercial Member. Small Commercial Member Enhancements which are subject to such Merit license shall be further defined as follows:
- 8.6.1 Changes to GateD software or documentation made by Small Commercial Member or on Small Commercial Member's behalf.
- 8.6.2 Documentation prepared by Small Commercial Member or on its behalf to accompany Small Commercial Member's redistribution of GateD.
- 8.6.3 Software modules made by Small Commercial Member or on its behalf that are closely bound with GateD, or that use facilities of GateD such as protocol task support, or that extend or modify core GateD facilities.
- 8.6.3.1 In a Unix environment, modules linked into GateD and executed as part of the daemon are considered closely bound.
- 8.6.3.2 If a software module executes separately from GateD (for example, as another daemon or as part of the kernel) and communicates with GateD via the routing socket or a new, defined communications interface, then the module need not be considered a Small Commercial Member Enhancement subject to Merit license. However, a new interface added to GateD to support such a module, together with documentation sufficient to facilitate its general use, would be a Small Commercial Member Enhancement subject to Merit license.
- 8.6.3.3 Even though Unix concepts such as linking, sockets, daemon, etc., may not apply or have the same names in non-Unix environments, a corresponding distinction shall be made between software which is closely bound and uses GateD facilities (and is thus subject to Merit license) and software that uses a narrowly defined interface to communicate with GateD but executes separately (and thus is not subject to Merit license).
- 8.6.4 A particular Small Commercial Member Enhancement shall not be subject to Merit license and thus need not be returned if such Small Commercial Member Enhancement:
- 8.6.4.1 is specific to unique hardware or software environments proprietary to Small Commercial Member and is essentially useless outside such proprietary environment, or
- 8.6.4.2 consists of or derives from software used by Small Commercial Member under license from a third party and the license granted by Small Commercial Member to Merit under this Agreement would violate the terms of Small Commercial Member's license with such third party, or
- 8.6.4.3 is considered proprietary to Small Commercial Member, and Small Commercial Member chooses to make a monetary contribution to the ongoing maintenance and development of GateD in lieu of the license granted to Merit under this Agreement. Small Commercial Member shall pay Merit $50,000.00 for each Small Commercial Member Enhancement where Small Commercial Member elects not to convey to Merit the license to which Small Commercial Member Enhancements would otherwise be subject pursuant to this Agreement.
- 8.6.5 Small Commercial Member shall notify Merit in writing of each Small Commercial Member Enhancement which Small Commercial Member plans to include in a redistribution of GateD but which Small Commercial Member feels ought not be subject to license to Merit. Such notice should give justification why such Merit license ought not apply. In response to Small Commercial Member's request to provide payment in lieu of Merit license pursuant to:

8.6.4.3, above, Merit shall issue to Small Commercial Member a modification to this Agreement waiving the Merit license in the particular Small Commercial Member Enhancement. The payment specified in 8.6.4.3 shall become due upon execution of such amendment to this Agreement.

- 8.7. While it is Merit's intention to continue to support GateD software, Merit is under no obligation to do so.
- 8.8 Merit University makes no representation as to the suitability of GateD for any purpose. GATED IS PROVIDED "AS IS" AND WITHOUT EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- 8.9. Small Commercial Member agrees to indemnify, defend and hold harmless Merit and Cornell University from any loss, claim, damage or liability of any kind, including attorney's fees and court costs, arising out of or in connection with any redistribution or other use of GateD by Small Commercial Member under this Agreement, except to the extent that such loss, claim, damage or liability arises from the negligence of Merit. Merit agrees to provide Small Commercial Member with prompt notification of any such claims and to cooperate fully in any investigation or litigation.
- 8.10. This Agreement may be canceled by Merit and the license conveyed hereunder revoked in the event of Small Commercial Member's failure to comply with the Agreement terms. Such cancellation shall be by written notice to Small Commercial Member stating the reason(s) therefore. Upon Small Commercial Member's request and at Merit's option, Merit may grant Small Commercial Member a specified time in which to correct Small Commercial Member's failure to comply. Merit's right to cancel this Agreement shall be in addition to any right Merit may have by law or equity for relief, including injunctive relief, for Small Commercial Member's failure to comply with the Agreement terms.

## 9. 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, all Proprietary Information including, proprietary research, trade secrets or other confidential or sensitive information should not be disclosed by Members under this Agreement nor in any way become embodied in or restrict the use of GateD related software or Consortium materials.

## 10. Intellectual Property

The Consortium has been created to foster broad collaboration in the implementation of routing protocols. However, the Consortium may lead to interest in new 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.

## 11. Staff Agreements

Each Member shall, as a condition of its 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.

## 12. Term

The Agreement shall become effective upon execution of this Agreement 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.

## 12. Notices

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

    Merit GateD Consortium
    Attn:  Michele Dotson                                   (Tel) 313-763-6061
    Merit Network, Inc.                                     (Fax) 313-647-3185
    4251 Plymouth Road, Ste. C
    Ann Arbor, MI 48105-2785

    To Member:
    Contractual                             Technical

## 13. 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 cause these presents to be executed in duplicate on the dates indicated below.

    Lead Institution                                Member

    _________________________________________       ___________________________

    _________________________________________       ___________________________
            Date                                    Date

    Appendix A
    GateD Copyright Notices

    Copyright notices and other restrictions as they currently appear in the
    GateD source files include one or more of  the following:

            Copyright (c) 1995 The Regents of the University.
            All rights reserved.
            Gate Daemon was originated and developed through release 3.0 by
            Cornell University and its collaborators.

    THIS SOFTWARE IS PROVIDED "AS IS" AND WITHOUT ANY EXPRESS OR IMPLIED
    WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
    MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

    Royalty-free licenses to redistribute GateD Release 2 in whole or in part may
    be obtained by writing to:

            Gate Daemon Project
            The University of Michigan
            Merit
            4251 Plymouth Road, Suite C
            Ann Arbor, MI 48105-2785
            (313)936-9430

    GateD is based on Kirton's EGP, UC Berkeley's routing daemon (routed), and
    DCN's HELLO routing Protocol.   Development of GateD has been supported in
    part by the National Science Foundation.

    Please forward bug fixes, enhancements and questions to the GateD mailing
    list:  gated-bug@gated.merit.edu.

    Cornell Authors:
    Jeffrey C. Honig
    Scott W. Brim

    Portions of this software may fall under the following copyrights:

            Copyright (c) 1988 Regents of the University of California.
            All rights reserved.

    Redistribution and use in source and binary forms are permitted provided that
    the above copyright notice and this paragraph are duplicated in all such forms
    and that any documentation, advertising materials, and other materials related
    to such distribution and use acknowledge that the software was developed by
    the University of California, Berkeley.  The name of the University may not be
    used to endorse or promote products derived from this software without
    specific prior written permission.  THIS SOFTWARE IS PROVIDED "AS IS" AND
    WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE
    IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

             Copyright 1991 D.L.S. Associates

    Permission to use, copy, modify, distribute, and sell this software and its
    documentation for any purpose is hereby granted without fee, provided that the
    above copyright notice appear in all copies and that both that copyright
    notice and this permission notice appear in supporting documentation, and that
    the name of D.L.S. not be used in advertising or publicity pertaining to
    distribution of the software without specific, written prior permission.
    D.L.S. makes no representations about the suitability of this software for any
    purpose.  It is provided "as is" without express or implied warranty.

    D.L.S. DISCLAIMS ALL WARRANTIES WITH REGARD TO THIS SOFTWARE, INCLUDING ALL
    IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS, IN NO EVENT SHALL D.L.S. BE
    LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES
    WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION
    OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN
    CONNECTION WITH THE USE OR PERFORMANCE OF THIS SOFTWARE.

            Authors:  Robert Hagens and Dan Schuh

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            U    U   MM MM   D      D     O         O  S              P        P
    F
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            Copyright 1989, 1990, 1991
            The University of Maryland, College Park, Maryland.
            All rights reserved.

    The University of Maryland College Park ("UMCP") is the owner of all right,
    title and interest in and to UMD OSPF (the "Software").  Permission to use,
    copy and modify the Software and its documentation solely for non-commercial
    purposes is granted subject to the following terms and conditions:

    1.      This copyright notice and these terms shall appear in all copies of
    the Software and its supporting documentation.

    2.      The Software shall not be distributed, sold or used in any way in a
    commercial product, without UMCP's prior written consent.

    3.      The origin of this Software may not be misrepresented, either by
    explicit claim or by omission.

    4.      Modified or altered versions must be plainly marked as such, and must
    not be misrepresented as being the original software.

    5.      The Software is provided "AS IS".  User acknowledges that the Software
    has been developed for research purposes only.  User agrees that use of the
    Software is at user's own risk.  UMCP disclaims all warranties, express and
    implied, including but not limited to, the implied warranties of
    merchantability and fitness for a particular purpose.

    Royalty-free licenses to redistribute UMD OSPF are available from the
    University of Maryland, College Park.

            For details contact:

            Office of Technology Liaison
            4312 Knox Road
            University of Maryland
            College Park, Maryland  20742
            (301) 405-4209
            (301) 314-9871 (fax)

            This software was written by Rob Coltun.
            rcoltun@ni.umd.edu