OASIS Web Services Business Process Execution Language TC

Submitted to OASIS on 18 January 2006

The link for Microsoft's licensing information is incorrect in the IPR statement [below]. Please change http://msdn.microsoft.com/webservices/docs/bpel_license.asp to http://www.microsoft.com/mscorp/ip/standards.

Submitted by John Evdemon, Microsoft Corporation, jevdemon@microsoft.com

IBM OASIS Business Process Execution Language for Web Services Intellectual Property Disclosure, 15 June 2004

Any party wishing to learn more about an IBM patent license in support of the BPEL specification can find it and further information at: http://www.ibm.com/ibm/licensing/977Q/2180.shtml

Submitted by Diane Jordan, IBM Corporation, drj@us.ibm.com, 15 June 2004

Submitted to OASIS on 10 January 2004

To: [OASIS]
From: Hitesh Dholakia (Hitesh.Dholakia@Siebel.com)
Sent: Friday, January 09, 2004
Subject: Disclosure Statement for Business Process Execution Language for Web Services, Version 1.1

Disclosure Statement for Business Process Execution Language for Web Services, Version 1.1

This intellectual property disclosure is based upon the working knowledge of those individuals personally involved with submission of the Business Process Execution Language for Web Services, Version 1.1 ("BPEL Specification"). This intellectual property disclosure does not represent the results of a Siebel Systems patent portfolio search.

To the best working knowledge of those individuals personally involved with submission of the BPEL Specification, Siebel Systems has no patent rights deemed necessary to implement required portions of the BPEL Specification.

If subsequent to the date of this intellectual property disclosure any such patent rights are found to exist or otherwise come into being, Siebel Systems will, upon written request, provide a nonexclusive, royalty free patent license with other reasonable terms and conditions for claims in patents issued to and under the control of Siebel Systems if those claims are essential for implementing required portions of the BPEL Specification. Should those requesting a patent license also have essential claims to the BPEL Specification, Siebel Systems will grant the patent license provided that the recipient, in return, will grant Siebel Systems a reciprocal license to its essential claims.

Hitesh Dholakia
Senior Manager, UAN
Siebel Systems
650-477-4721
2207 Bridgepointe Parkway
San Mateo, CA
94404

SAP AG
[Form of] Royalty Free License Agreement for Web Services -
Business Process Execution Language (BPEL) Specification

This is a legal agreement ("Agreement") between the undersigned (either an individual or an entity) ("Company"), and SAP AG ("SAP") (collectively the "Parties"). If Company wants a license from SAP to implement the Business Process Execution Language for Web Services Specification ("BPEL4WS") (as defined below), Company must sign and return this Agreement to SAP. This is an offer to be accepted only on the terms set forth in this Agreement. If changes are made to this Agreement, the offer is revoked.

RECITALS

Whereas, International Business Machines Corporation ("IBM"), BEA Systems, Inc. ("BEA"), SAP AG ("SAP"), Siebel Systems, Inc. ("Siebel") and Microsoft jointly developed BPEL4WS and submitted it to OASIS for standardization; and

Whereas, Company wants a license from SAP to implement BPEL4WS, and whereas Company understands and acknowledges that licenses from IBM, BEA, SAP, Siebel and/or other third-parties may also be required to implement BPEL4WS.

1. Definitions

1.1 "Affiliate" means any entity that is directly or indirectly controlled by, under common control with or that controls the subject Party. For purposes of this definition control means direct or indirect ownership of or the right to exercise (a) greater than fifty percent (50%) of the outstanding shares or securities entitled to vote for the election of directors or similar managing authority of the subject entity; or (b) greater than fifty percent (50%) of the ownership interest representing the right to make decisions for the subject entity.

1.2 "Company Implementation" means only those specific portions of Company Products that (i) implement and are compliant with all or part of the required portions of BPEL4WS, and (ii) are branded with a trademark owned or controlled by Company.

1.3 "Company Product" means a product branded with a trademark owned or controlled by Company that includes a Company Implementation, either alone or with other components.

1.4 "Effective Date" means the date that this agreement, fully executed by Company without any changes, is received by SAP pursuant to Section 6.3 below.

1.5 "End User" means a third party customer to whom a copy of or access to a product or service is licensed or otherwise provided for such customer’s own use, and not for further sublicense or distribution.

1.6 "Necessary Claims" means claims of a patent or patent application that (a) are owned or controlled by a Party or its Affiliates now or at any future time; and (b) are necessarily infringed by implementing the required portions of BPEL4WS, wherein a claim is necessarily infringed only when it is not possible to avoid infringing it because there is no technically reasonable non-infringing alternative for implementing such portions of BPEL4WS. Notwithstanding the foregoing sentence, Necessary Claims do not include any claims: (i) other than those set forth above even if contained in the same patent as Necessary Claims; (ii) that, if licensed, would require a payment of royalties or other fee(s) by a Party to unaffiliated third parties; (iii) to any enabling technologies that may be necessary to make or use any product or portion thereof that implements BPEL4WS (e.g., enabling semiconductor manufacturing technology, compiler technology, object oriented technology, operating system technology, protocols, programming interfaces, etc.); (iv) covering the implementation of other published specifications developed elsewhere and referred to in the body of BPEL4WS; (v) to any portions of any product and any combinations thereof the purpose or function of which is not required for compliance with BPEL4WS; or (vi) that are necessarily infringed by implementing any optional portions of the BPEL, including any required aspects of such optional portions.

1.7 "BPEL4WS" means the following specification that was submitted by SAP, Siebel, Microsoft, IBM and BEA to OASIS on May 16, 2003: Business Process Execution Language for Web Services version 1.1, dated May 5, 2003, http://ifr.sap.com/bpel4ws/

1.8 "BPEL4WS Licensee" means any entity that fully executes this Agreement without modification and returns the executed Agreement to SAP.

2. License Grants

2.1 Copyright License Subject to Section 2.5 and Company’s grant of licenses in accordance with Section 2.4, SAP hereby grants Company under SAP’s copyrights in BPEL4WS a non-exclusive, royalty-free, non-transferable, non-sublicenseable, personal, worldwide license to make copies of BPEL4WS, and to distribute such copies along with Company Implementations distributed in accordance with Sections 2.2 and 2.3, provided that all reproductions thereof shall include (1) all copyright notices and disclaimers contained in BPEL4WS; and (2) the link to BPEL4WS set forth in Section 1.7.

2.2 Patent License Subject to Section 2.5 and Company’s grant of licenses in accordance with Section 2.4, SAP and its Affiliates hereby grant Company a nonexclusive, royalty-free, nontransferable, non-sublicenseable, personal, worldwide license under SAP’s Necessary Claims to make, use, import, offer to sell, sell and distribute directly or indirectly to End Users, object code versions of Company Implementations only as incorporated into Company Products and solely for the purpose of complying with BPEL4WS.

2.3 Source Code Distribution Company also has a nontransferable, non-sublicenseable, personal, license to distribute or otherwise disclose source code copies of such Company Implementation licensed in Section 2.2 only if Company (i) prominently displays the following notice in all copies of such source code, and (ii) distributes or discloses the source code only under a license agreement that includes the following notice as a term of such license agreement and does not include any other terms that are inconsistent with, or would prohibit, the following notice:

"This source code may incorporate intellectual property owned by SAP AG. Our provision of this source code does not include any licenses or any other rights to you under any SAP intellectual property. If you would like a license from SAP (e.g. rebrand, redistribute), you need to contact SAP directly."

2.4 Reciprocal Patent License Company, on behalf of itself and its Affiliates, hereby grants SAP, and hereby agrees to grant to all other BPEL4WS Licensees upon request, a nonexclusive, royalty-free, nontransferable, non-sublicenseable, personal, worldwide license under Necessary Claims of Company to make implementations of BPEL4WS that are compliant with all or part of the required portions of BPEL4WS ("BPEL4WS Implementation"), and to use, import, offer to sell, sell and distribute directly or indirectly to End Users, BPEL4WS Implementations solely for the purpose of complying with BPEL4WS.

2.5 Defensive Suspension If SAP, Company or any of their Affiliates ("the sued party") are first sued for patent infringement by the other Party hereto or any of its Affiliates, on account of the manufacture, use, sale, offer for sale, importation or other disposition or promotion of the sued party’s Company Implementation or SAP’s BPEL4WS Implementation, as applicable, then the sued partymay terminate all license grants and any other rights provided under this Agreement to such entity and such entity’s Affiliates. The foregoing shall not apply if the patent infringement suit that would otherwise trigger such clause is solely based on the sued party’s Company Implementation or SAP’s BPEL4WS Implementation, as applicable, not complying with the scope of the license grants set forth in this Agreement.

2.6 Reservation of Rights All rights not expressly granted in this Agreement are reserved by SAP and Company. No additional rights are granted by implication or estoppel or otherwise. By way of clarification, in order for a third party to distribute a Company Implementation as part of its third party branded products, such third party must be authorized to do so by Company and must also execute this license and comply with its terms.

3. Term

Except as set forth herein, this Agreement and the license grants herein are effective as of the Effective Date and terminate upon the last of SAP’s and Company’s Necessary Claims to expire. The license grants do not include a release for any infringement occurring prior to the Effective Date.

4. Representations and Disclaimers of Warranty

4.1 Company represents and warrants that the person executing this Agreement on behalf of Company and its Affiliates is authorized to do so, that Company is authorized to enter into this Agreement, and that this Agreement is a binding obligation of Company and its Affiliates.

4.2 If Company or any of its Affiliates transfers any Necessary Claims, Company shall require that the transferee be bound by the terms of Section 2.4.

4.3 DISCLAIMERS. BPEL4WS AND ALL INTELLECTUAL PROPERTY DELIVERED AND/OR LICENSED BY EITHER PARTY AND/OR ITS AFFILIATES TO THE OTHER PARTY PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EACH PARTY AND ITS AFFILIATES DISCLAIMS ALL WARRANTIES, DUTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

5. Limitation of Liability

SAP AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES EVEN IF SAP OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

6. Miscellaneous

6.1 No Partnership, Joint Venture or Franchise Neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture, franchise or agency relationship.

6.2 Export Regulations Company acknowledges that implementations of BPEL4WS may be subject to U.S. export jurisdiction and other applicable national or international laws. Company agrees to comply with all applicable international and national laws that apply to BPEL4WS, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments, and privacy laws.

6.3 Executed Agreements Only one agreement per Company shall be accepted by SAP. To be effective, an executed Agreement must be sent by messenger, traceable express mail or prepaid certified mail, return receipt requested, addressed to SAP as follows:

SAP AG
Attn: Anthony L. DiBartolomeo
3999 West Chester Pike
Newtown Square, PA 19073
Attention: Global IP Group, Patent Licensing Dept.

6.4 Governing Law; Jurisdiction This Agreement shall be construed and controlled by the laws of the State of California, and Company consents to exclusive jurisdiction and venue in the courts sitting in California. Company waives all defenses of lack of personal jurisdiction and forum nonconveniens. Process may be served on either Party in the manner authorized by applicable law or court rule.

6.5 Assignment Company may not assign this Agreement, or any rights or obligations hereunder, whether by operation of contract, law or otherwise, except with the express written consent of SAP, and any attempted assignment by Company in violation of this Section shall be void. For purposes of this Agreement, an "assignment" by Company under this Section shall be deemed to include, without limitation, each of the following: (a) a change in beneficial ownership of Company of greater than twenty percent (20%) (whether in a single transaction or series of transactions) if Company is a partnership, trust, limited liability company or other like entity; (b) a merger of Company with another entity, whether or not Company is the surviving entity; (c) the acquisition of more than twenty percent (20%) of any class of Company’s voting stock (or any class of non-voting security convertible into voting stock) by another entity (whether in a single transaction or series of transactions); and (d) the sale or other transfer of more than fifty percent (50%) of Company’s assets (whether in a single transaction or series of transactions). In the event of such assignment or attempted assignment by Company, SAP shall have the right to immediately terminate this Agreement and/or any license grants to Company.

6.6 Construction If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable (other than Sections 2.3, 2.4 and 2.5), such provision and the rest of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the Agreement will continue in full force and effect. In the event that a court of competent jurisdiction finds that Sections 2.3, 2.4 or 2.5 are unenforceable, this entire Agreement and any licenses granted hereunder shall be rendered null and void. Failure by a Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

6.7 Trademark/Logo Usage Nothing herein grants Company any right to use or display any SAP trademark or logo in connection with a Company Implementation or Company Product.

6.8 No Requirement to Implement Nothing in this Agreement shall be construed as requiring Company to use or implement BPEL4WS, or limit the Parties from competing in any way without infringing each others’ intellectual property, including engaging in activities, independently or with others, that may be deemed competitive with BPEL4WS.

6.9 Identification of Licensees The fact that Company is a BPEL4WS Licensee is not confidential. Either Party may make public announcements regarding Company’s execution of this Agreement. SAP, at its option, may list Company as a licensee on its web services website.

6.10 Entire Agreement This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and merges all prior and contemporaneous communications. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of Company and SAP by their respective duly authorized representatives.

Agreed to and accepted on behalf of Company:
By (signature):
Name (printed):
Title:
Company Name:
Company Address:
City, State, Zip, Country:

Legal contact regarding this form:
Anthony L. DiBartolomeo
Global IP Group, SAP
anthony.dibartolomeo@sap.com
3999 West Chester Pike,
Newtown Square, PA 19073

Submitted by Sinisa Zimek sinisa.zimek@sap.com, 23 July 2003

BEA Disclosure Statement for the BPEL4WS V1.1 Submission to the OASIS [WS]BPEL TC, 10 June 2003

BEA, as an OASIS BPEL specification development participant, supports a full disclosure policy for essential published patent applications and issued patents, and an acknowledgement policy for potentially essential unpublished patent applications.

BEA intellectual property disclosures are based upon the working knowledge of those individuals involved with the respective Technical Committee and do not represent the results of a BEA patent portfolio search.

No Existing Patents

To the best of BEA's knowledge, BEA has no patent rights in the technology described in "Business Process Execution Language for Web Services Version 1.1 specification dated 5/5/2003" (the "Document").

Licensing

If subsequent to the date of this statement, any such patent rights are found to exist or otherwise come into being, BEA will provide a nonexclusive, royalty free patent license, with other reasonable terms and conditions for patents issued to BEA which contain claims essential to implementations of the OASIS BPEL specifications, and for which BEA is able to provide patent licenses (including patents issuing on the published and unpublished patent applications disclosed above), for implementing the OASIS BPEL specification. Should those requesting a patent license also have essential claims to the OASIS BPEL specifications, BEA will grant the patent license provided that the recipient, in return, will grant BEA a reciprocal license to their essential claim(s).

Disclaimer

BEA'S CONTRIBUTIONS TO THE DOCUMENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. BEA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. BEA SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATED TO THE DOCUMENT, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, EVEN IF BEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

Submitted by Yaron Y. Goland, BEA Systems, Inc., ygoland@bea.com, 10 June 2003

IBM OASIS Business Process Execution Language for Web Services Intellectual Property Disclosure, 10 June 2003

IBM, as an OASIS Business Process Execution Language for Web Services, Version 1.1, May 5, 2003 (BPEL) specification development participant, supports a full disclosure policy for essential published patent applications and issued patents, and an acknowledgement policy for potentially essential unpublished patent applications.

IBM intellectual property disclosures are based upon the working knowledge of those individuals involved with the respective Technical Committee and do not represent the results of an IBM patent portfolio search.

At this time, IBM believes the following published patent applications contain one or more claims which, if allowed and issued, may be essential to compliant implementations of the BPEL specification.

IBM Docket No. DE919960050:: European Patent Application EP0854431
EVENTS AS ACTIVITIES IN PROCESS MODELS OF WORKFLOW MANAGEMENT SYSTEMS
European Application Number: EP1997000120539
Publication Date: July 22, 1998
Authors: Leymann, Frank; Roller, Dieter;

IBM Docket No. DE920010058:: PCT Patent Application WO02093437
SIGNALLING EVENTS IN WORKFLOW MANAGEMENT SYSTEMS
PCT Application Number: WO2002EP0004252
Publication Date: Nov. 21, 2002
Authors: Leymann, Frank; Roller, Dieter;

IBM Docket No. DE920000095:: Japanese Patent Application JP2002334194
METHOD, SYSTEM AND PROGRAM FOR PROVIDING SELECTIVE COMMAND CONTROL IN WORKFLOW MANAGEMENT SYSTEM
Japanese Application Number: JP2002000029624
Publication Date: Nov. 22, 2002
Authors: Leymann, Frank; Roller, Dieter: United States of America Patent Application US20020111841
CONTROLLING COMMANDS IN WORKFLOW MANAGEMENT SYSTEMS
United States of America Application Number: US2002000068370
Publication Date: Aug 15, 2002
Authors: Leymann, Frank; Roller, Dieter

IBM believes it has one unpublished U.S. patent applications, containing one or more claims which, if allowed and issued, are potentially essential to compliant implementations of the BPEL specification. IBM is unable to provide more specific information regarding these unpublished patent applications, until such time as the applications are published or the patents are issued. (When and if the unpublished patent applications become published, IBM will be able to provide this documentation to the OASIS Technical Committee.)

IBM will, upon written request, provide a nonexclusive, royalty free patent license, with other reasonable terms and conditions for claims in patents issued to IBM which claims are essential to implementations of the BPEL specification, and for which IBM is able to provide patent licenses (including patents issuing on the published and unpublished patent applications disclosed above), for implementing the BPEL specification. Should those requesting a patent license also have essential claims to the BPEL specification, IBM will grant the patent license provided that the recipient, in return, will grant IBM a reciprocal license to their essential claim(s).

Any party wishing to request an IBM patent license, in support of the BPEL specification, should write to:: IBM Director of Intellectual Property & Licensing; IBM Corporation; North Castle Drive, Armonk, N.Y., 10504
Or fax to:: IBM Director of Intellectual Property & Licensing; (914) 765-4420

[Please note that this contact information has been superceded by the 15 June 2004 notice from IBM, above on this page.]

Submitted by Diane Jordan, IBM Corporation, drj@us.ibm.com, 10 June 2003

Microsoft Corporation
Statement concerning Intellectual Property Rights submitted to OASIS, 5 June 2003

Re: May 5, 2003 Business Process Execution Language for Web Services v 1.1 specification (BPEL v 1.1 Specification) submitted May 16, 2003

This is to advise OASIS that Microsoft has pending patent applications that it believes include claims that may be necessary to implement the technologies discussed in the above-referenced BPEL v 1.1 Specification. Microsoft will update this statement if and when such pending patent application(s) issue.

Microsoft is willing to provide interested parties licenses to its necessary claims in the BPEL v 1.1 Specification as set forth in its license at: http://msdn.microsoft.com/webservices/docs/bpel_license.asp

Any questions regarding this communication should be directed to:: Microsoft Standards Inquiries; (stdsreq@microsoft.com).

[Please note that the URI above has been superceded by the 18 January 2006 notice from Microsoft, above on this page.]

Respectfully,
Jenny Winslow
Microsoft Standards Legal Team

Submitted by John Evdemon, Microsoft Corporation, jevdemon@microsoft.com, 5 June 2003

BEA Systems, Inc.
Statement concerning Intellectual Property Rights submitted to OASIS, 4 June 2003

Contact for licensing information:: http://dev2dev.bea.com/technologies/webservices/standards_license_BPEL.jsp

Submitted by Yaron Y. Goland, BEA, ygoland@bea.com, 4 June 2003

IBM Corporation,
Statement regarding licensing, 2 June 2003

Attached is IBM's royalty-free license for BPEL. You may provide copies to the OASIS BPEL technical committee members who have requested the license.

Anyone who would like to execute and enter into the license should contact Vivian Wu at 914-765-4430. If anyone has legal questions about the content of the license, please let them know that I'd be glad to discuss it with their legal counsel.
Thanks, Marc D Schechter
marcsche@us.ibm.com (914) 766-1677
----

License Reference Number_______

052303 DISCUSSION DRAFT

LICENSE AGREEMENT ("Agreement") with an Effective Date of ________, 2003 between INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation ("IBM"), and ____________ a _____________ corporation ("LICENSEE").

Each party has, or may hereafter obtain, the right to license others under the Essential Claims of patents and patent applications, and the other party desires to acquire a nonexclusive license under such Essential Claims of such patents and applications for certain products which are fully compliant with the Specification.

In consideration of the premises and mutual covenants herein contained, IBM and LICENSEE agree as follows, wherein capitalized terms shall have the meaning set forth in Section 6:

Section 1. License and Release
1.1 Each party (as Grantor), on behalf of itself and its Subsidiaries, agrees to grant and hereby grants to the other party (as Grantee) a worldwide, nonexclusive, nontransferable, fully paid-up and royalty-free license under its Essential Claims to make, use, import, sell, offer to sell, license (in the case of software), lease, and otherwise transfer Licensed Products.

1.2 No license, immunity or other right is granted under this Agreement, either directly or by implication, estoppel, or otherwise:
(a) other than under the Essential Claims;
(b) to have Licensed Products made by a third party;
(c) with respect to any item other than a Licensed Product notwithstanding that such other item may be combined with or incorporate one or more Licensed Products; or
(d) to third parties acquiring any item from either party for the combination of such acquired item with any other item, including other items provided by such party, or for the use of any such combination even if such acquired item has no substantial use other than as part of such combination.

1.3 The licenses granted herein shall include the right of each party to grant sublicenses to its Subsidiaries existing on or after the Effective Date, which sublicenses may include the right of sublicensed Subsidiaries to sublicense other Subsidiaries of said party.

1.4 Each party, on behalf of itself and its Subsidiaries, irrevocably releases the other party, its Subsidiaries which are Subsidiaries as of the Effective Date and its and their respective customers, from any and all claims of infringement of any of the Essential Claims, which claims are based on acts prior to the Effective Date, which, had they been performed after the Effective Date would have been licensed under this Agreement.

Section 2. Term of Agreement
2.1 Subject to Section 2.2, the term of this Agreement shall be from the Effective Date until the expiration of the last to expire of the Essential Claims.

2.2 In the event one party (as the "Suing Party") or any of its Subsidiaries brings a claim for patent infringement against the other party (as the "Defending Party") or any of its Subsidiaries in any court of competent jurisdiction, the Defending Party may immediately suspend the license granted hereunder to the Suing Party and its Subsidiaries until such claim has been settled to the satisfaction of the Defending Party. In any discussion of a settlement of such patent claim, royalties alleged by the Suing Party to be owing for such patent infringement shall be offset by the fair market value of the license granted hereunder to the Suing Party and its Subsidiaries.

Section 3. Warranty
3.1 Each party represents and warrants that it has the full right and power to grant the license and release set forth in Section 1 and that there are no outstanding agreements, assignments, or encumbrances inconsistent with the provisions of said license or with any other provisions of this Agreement. NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, NOR SHALL EITHER PARTY HAVE ANY LIABILITY IN RESPECT OF ANY INFRINGEMENT OF PATENTS OR OTHER RIGHTS OF THIRD PARTIES DUE TO THE OTHER PARTY'S OPERATION UNDER THE LICENSE HEREIN GRANTED. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE VALIDITY OR ENFORCEABILITY OF THE ESSENTIAL CLAIMS.

3.2 Neither party warrants or represents that the other party will not require a license under other patent claims (whether licensable by the party or by third parties) to make, use, import, sell, offer to sell, license (in the case of software), lease, or otherwise transfer Licensed Products.

Section 4. Communication
4.1 Notices and other communications shall be sent by facsimile or by registered or certified mail to the following address, shall include the License Reference Number set forth above, and shall be effective upon mailing:

For IBM:
Director of Licensing
IBM Corporation
North Castle Drive
Armonk, NY 10504-1785
United States of America

Facsimile: (914) 765-4380

For LICENSEE:

Section 5. Miscellaneous
5.1 Neither party may assign this Agreement or any of its rights or privileges, nor shall it delegate any of its obligations hereunder. Any attempt to do so shall be void.

5.2 LICENSEE agrees not to use or refer to this Agreement or any of its provisions in any promotional activity. LICENSEE grants IBM the right to refer to this Agreement or any of its provisions in any promotional activity related to the Specification.

5.3 Nothing contained in this Agreement shall be construed as conferring any rights by implication, estoppel or otherwise, to or under any patents other than the Essential Claims, or any non-patent intellectual property right. Neither party is required hereunder to furnish or disclose to the other any technical or other information (including copies of Essential Claims).

5.4 Neither party shall have any obligation hereunder to institute any action or suit against third parties for infringement of any of its Essential Claims or to defend any action or suit brought by a third party which challenges or concerns the validity of any of its Essential Claims. Neither party, nor any of their Subsidiaries, is required to maintain any patent in force. Neither party shall have any right to institute any action or suit against third parties for infringement of any of the other party's Essential Claims.

5.5 Each party shall bear and pay all taxes (including, without limitation, sales and value added taxes) imposed by the national government (including any political subdivision thereof) of any country in which such party is doing business, as the result of the existence of this Agreement or the exercise of rights hereunder.

5.6 This Agreement shall not be binding upon the parties and shall not obligate either of the parties, until it has been signed herein below by both parties, in which event it shall be effective as of the Effective Date. No amendment or modification hereof shall be valid or binding upon the parties unless made in writing and signed by both parties.

5.7 If any section of this Agreement is found by competent authority to be invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such section in every other respect and the remainder of this Agreement shall continue in effect so long as the Agreement still expresses the intent of the parties. If the intent of the parties cannot be preserved, this Agreement shall be either renegotiated or terminated.

5.8 This Agreement shall be construed and the legal relations between the parties hereto shall be determined, in accordance with the law of the State of New York, United States of America as such law applies to contracts signed and fully performed in New York.

Section 6. Definitions

6.1 "Essential Claims" shall mean all claims in any patent or patent application with an effective filing date within one year and one day after publication of the Specification, in any jurisdiction in the world, that a party hereto or any of its Subsidiaries has the right to grant licenses without obligation of payment or other consideration to an unrelated third party, that would necessarily be infringed by implementation of the Specification. A claim is necessarily infringed hereunder only when it is not possible to avoid infringing it because there is no non-infringing alternative for implementing the required portions of the Specification.

The following are expressly excluded from and shall not be deemed to constitute Essential Claims:

any claims other than as set forth above even if contained in the same patent as Essential Claims; and
claims which would be infringed only by:
1. portions of an implementation that are not required by the Specification, or
2. enabling technologies that may be necessary to make or use any product or portion thereof that complies with the Specification but are not themselves expressly set forth in the Specification (e.g., semiconductor manufacturing technology, compiler technology, object-oriented technology, basic operating system technology, and the like); or
3. the implementation of technology developed elsewhere and merely incorporated by reference in the body of the Specification; and
design patents and design registrations.

For purposes of this definition, the Specification shall be deemed to include only architectural and interoperability requirements and shall not include any implementation examples or any other material that merely illustrates the requirements of the Specification.

6.2 "Licensed Products" shall mean those portions of a product that implement and are compliant with all relevant portions of the Specification.

6.3 "Subsidiary" shall mean a corporation, company or other entity:
(a) more than fifty percent (50%) of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, now or hereafter, owned or controlled, directly or indirectly, by a party hereto, or
(b) which does not have outstanding shares or securities, as may be the case in a partnership, joint venture or unincorporated association, but more than fifty percent (50%) of whose ownership interest representing the right to make the decisions for such corporation, company or other entity is, now or hereafter, owned or controlled, directly or indirectly, by a party hereto, but such corporation, company or other entity shall be deemed to be a Subsidiary only so long as such ownership or control exists.

6.4 "Specification" shall mean Business Process Execution Language for Web Services, Version 1.1, May 5, 2003.

This Agreement embodies the entire understanding of the parties with respect to their respective Essential Claims and replaces any prior oral or written communication between them.

Agreed to:

_____________________

By: ____________________
Name:_____________
Title:____________
Date: __________________

Agreed to:

INTERNATIONAL BUSINESS MACHINES CORPORATION

By: ____________________
Gerald Rosenthal
Vice President
Date: __________________

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Submitted by Diane Jordan, IBM Corporation, drj@us.ibm.com, 10 June 2003

Statement concerning Intellectual Property Rights submitted to OASIS 16 May 2003

In regards to the Business Process Execution Language for Web Services, Version 1.1 specification, dated 5 May 2003 ("BPEL Specification") developed by IBM, Microsoft, BEA Systems, SAP AG and Siebel Systems (each an "Author"): The Authors hereby contribute the BPEL Specification to the OASIS Web Services Business Process Execution Language Technical Committee (WSBPEL TC). In addition to the rights and representations provided for in the OASIS Policy on Intellectual Property Rights, the Authors make the following grants and commitments:

1. Each Author grants permission to OASIS the right to copy, display, perform, modify and distribute the BPEL Specification and to authorize others to do the foregoing, in any medium without fee or royalty, for the purpose of further developing and clarifying the BPEL Specification in the WSBPEL TC as set forth in the draft WSBPEL TC charter.

2. Each Author commits to grant a non sub-licenseable, non-transferable license to third parties, under royalty-free and other reasonable and non-discriminatory terms and conditions, to certain of their respective patent claims that such Author deems necessary to implement required portions of the BPEL Specification, provided a reciprocal license is granted.

3. DISCLAIMERS:
THE BPEL SPECIFICATION IS PROVIDED "AS IS," AND THE AUTHORS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE; THAT THE CONTENTS OF THE BPEL SPECIFICATION ARE SUITABLE FOR ANY PURPOSE; NOR THAT THE IMPLEMENTATION OF SUCH CONTENTS WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. THE AUTHORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY USE OF THE BPEL SPECIFICATION OR THE PERFORMANCE OR IMPLEMENTATION OF THE CONTENTS THEREOF. NO OTHER RIGHTS ARE GRANTED BY IMPLICATION, ESTOPPEL OR OTHERWISE.

Submitted by:
BEA Systems
International Business Machines Corporation
Microsoft Corporation
SAP AG
Siebel Systems

Submitted by Diane Jordan, IBM Corporation, drj@us.ibm.com, 12 May 2003
Submitted by Ed Cobb, BEA Systems, Inc., ed.cobb@bea.com, 12 May 2003
Submitted by Franz J. Fritz, SAP AG, franz-josef.fritz@sap.com, 15 May 2003
Submitted by John Evdemon and Satish Thatte, Microsoft Corporation, jevdemon@microsoft.com, satisht@microsoft.com, 15 May 2003