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CONSUMER ELECTRONICS ASSOCIATION Legal Guides PART I: GENERAL RULES APPLICABLE TO ALL CEA ACTIVITIES Section A. Improper Activities and Programs Section B. Procedures for Conducting Activities PART II: SPECIAL GUIDES APPLICABLE TO STANDARDIZATION PROGRAMS Section A. Limitations on Standardization Programs Section B. Statement of Policy Section C. Basic Rules for Conducting Programs Section D. Selecting a Program Section E. Notice of Meetings Section F. Special Rules for Conducting Standardization Programs Section G. Procedures for Commenting on Military Specifications and Products PART III: SPECIAL GUIDES APPLICABLE TO MARKETING DATA REPORTING PROGRAMS Section A. Selection and Approval of Program Section B. Reporting Data on Completed and Future Transactions Section C. Compilation and Distribution of Data Section D. Rules for Participation Section E. Policing Reports Section F. Distribution of Reports Section G. Adherence to Reports Section H. Discussions at Meetings Published for the guidance of members and staff of the Consumer Electronics Association in the conduct of CEA activities. FOREWORD In promoting these interests, CEA engages in numerous activities conducted through its committees, sections, divisions, departments, and Board of Directors. These activities are conducted under strict policies designed to promote and stimulate our free enterprise system and to make sure that laws for maintaining and preserving this system are vigorously followed. These guides constitute an important means for accomplishing this purpose and to assure that CEA's legitimate objectives are achieved by lawful means. These Guides reflect the best judgment of the standards of conduct and legal restraints which must be observed to protect against violations of the law. Experience has shown that questions and situations will arise from time to time which are not covered by these Guides but which nonetheless will require legal advice in order to make sure that the activity is legally proper and avoids embarrassment to CEA and participating members. Such questions must be addressed in a timely and thorough manner. Gary Shapiro, President & CEO John J. Kelly, General Counsel July 15, 2009 PART I: GENERAL GUIDES APPLICABLE TO ALL CEA ACTIVITIES This Part I includes general guides applicable to all Consumer Electronics Association activities. They are required to be read and followed by all members of CEA and staff, chairmen and members of all committees, sections, divisions, and other CEA-sponsored groups. Section A. IMPROPER ACTIVITIES AND PROGRAMS CEA activities or programs relating to any of the following subjects are improper and are not permitted: (1) Restraint of Trade Agreements. The establishment of prices, production quotas, or uniformity of conduct, the allocation of customers or markets, standard terms or conditions of sale, boycotts, or other competitive restraints are improper activities. Therefore, any activities within, or in conjunction with, CEA meetings relating to any of these matters are improper and committee chairmen, staff and participants should take affirmative action to assure that no such discussions are initiated or pursued. (2) Prices and Pricing Policies. Any consideration or discussion of product prices or industry pricing policies is improper and therefore not permitted. This applies to all discussions and casual remarks relating to individual company prices, changes in prices, or general price levels whether involving formal or informal exchanges between participating representatives. Such discussions are improper and must be avoided. (3) Terms and Conditions of Purchase and Sale. Any discussion at, or in conjunction with, CEA meetings of terms and conditions of purchase and sale, including but not limited to warranty and warranty periods, discounts, allowances, or terms of credit, or the formulation of uniform or standard terms and conditions of purchase for sale, uniform basing points or zoning prices, or the recommendation thereof for voluntary use by the membership also is improper and is prohibited. It is usually proper, however, to discuss and propose comments and recommendations to Government agencies relating to general contract provisions, or modifications thereof, or other procurement practices or policies proposed or adopted by such agencies. (4) Costs. Programs or activities involving the exchange of information relating to individual company costs of production or distribution and any formulas for computing such costs are improper. Discussions at CEA meetings of industry costs are normally not permitted. (5) Future Plans. Programs involving the exchange of company information relating to future plans affecting the design, research and development, production, and distribution or marketing of products are also improper. Any discussions at CEA meetings relating to such programs are not permitted. (6) Boycotting Customers or Products. Any activity involving the black-listing or boycotting of customers, competitors, suppliers, or others or establishment of patterns of uniform dealing is improper. Therefore, there shall be no activities relating to any form of boycotting or any activity which may be interpreted as such. Section B. PROCEDURES FOR CONDUCTING ACTIVITIES (1) Notices and Agendas. Notices and agendas for CEA meetings shall be prepared in advance and distributed prior to the date of the meeting. Agendas shall not include any subjects which are stated as improper for consideration or discussion under the rules established in these Legal Guides. All agendas otherwise shall be in conformity with rules established by the General Counsel or shall be specifically approved by the General Counsel. Whenever feasible, background information which would be helpful in the consideration of items on the agenda should be distributed in advance of meetings. (2) Conduct of Meetings. All meetings shall be conducted in such a way as to assure ample opportunity and freedom in the exchange of ideas and an equal voice in all decisions. Committee chairmen and CEA staff personnel shall make sure that all actions and discussions at meetings are kept within the bounds of proper CEA activity. Committee chairmen should immediately rule out of order discussion deemed improper or questionable under the policies set forth herein until the propriety of such discussion has been determined by the General Counsel. If any doubt exists concerning the propriety of a program, either from a legal or policy point of view, it shall not become final or effective until after review by the General Counsel. Committee chairmen should follow the published agenda and not depart therefrom except for a good and legitimate reason, in which event the minutes should record the reasons for such departure. (a) Voting in Committees. All Committees shall adopt rules consistent with these Guides to insure that each company represented shall be entitled to vote in a manner which will give equal weight to the vote of each company represented on the Committee, regardless of the number of representatives from any one company, if there should be more than one. (3) Preparation and Review of Minutes. Detailed minutes of all meetings shall be taken and recorded. Minutes shall include the time and place of the meeting, a list of all committee members and non-members attending, a statement of all matters discussed and actions taken with appropriate reasons therefore, and a record of all voting. All minutes of meetings shall be approved by the General Counsel before distribution. Upon approval, they should be distributed to all members of the committee and any other CEA members desiring or requesting copies. (4) Duty of Good Faith. CEA members and committee, discovery group and working group participants, especially members of any Board, have a duty of good faith to CEA. This duty extends to maintaining confidentiality and disclosing any non-obvious conflicts of interest. Members have a duty to avoid specific interests that might prevent progress by CEA-sponsored groups and, if a conflict of interest arises, each member has a duty to disclose the conflict to the other members of the group and to CEA staff. (5) Duty of Confidentiality. CEA members have a duty to keep information that is disclosed in CEA meetings in confidence. Confidential information is any visual, oral or written information that is designated as confidential or that a reasonable person would understand from the context to be confidential. CEA members must not disclose confidential information to any non-member or third-party, including the media. Issues discussed and agreed upon in CEA meetings should be disclosed to media only through CEA offices. PART II: SPECIAL GUIDES APPLICABLE TO STANDARDIZATION PROGRAMS This PART II contains legal policies applying specifically to the operations and conduct of all CEA standardization and related programs. It details the general policies of CEA and supplements the procedures contained in the Technology & Standards Department "Manual of Organization and Procedure." In addition to the rules established in this PART II, all standardization programs are required to be conducted in accordance with the rules set forth in PART I of these Legal Guides. Section A. LIMITATIONS ON STANDARDIZATION PROGRAMS CEA standardization programs shall be confined to the formulation of standards within the rules set forth in this PART II defining or describing the dimension, quality, reliability, operating characteristics, performance, nomenclature, or any combination of these, and similar factors relating to electronics and related products, processes, systems, and procedures. These programs include not only those sponsored or initiated by CEA and its members but also those recommended by Government agencies. Section B. STATEMENT OF POLICY The following statement of policy, reflecting the basic objectives of all standardization programs, shall be included in all CEA standards: CEA standards are designed to serve the public interest by eliminating misunderstandings between manufacturers and purchasers, facilitating interchangeability and improvement of products, and assisting the purchaser in selecting and obtaining with minimum delay the proper product for this particular need. Existence of such standards shall not in any respect preclude any member or non-member of CEA from manufacturing or selling products not conforming to such standards. Standards are proposed or adopted by CEA without regard to whether their proposal or adoption may in any way involve patents on articles, materials, or processes. By such action, CEA does not assume any liability to any patent owner, nor does it assume any obligation whatever to parties adopting CEA standards. In all cases, however, specific requirements and restraints expressed elsewhere in these Guides must govern. Section C. BASIC RULES FOR CONDUCTING PROGRAMS All CEA standardization programs shall be conducted in accordance with the following basic rules: (1) They shall be carried on in good faith under policies and procedures which will assure fairness and unrestricted participation; (2) Participation shall be extended to all technically qualified members of the industry, including representatives of user groups where appropriate, irrespective of membership in CEA; (3) Each program shall be shown to serve one or more of the public interest objectives as provided in Section D of this PART II; (4) They shall not involve any agreement, expressed or implied, to adhere, or require adherence to a standard or the use of any coercion, directly or indirectly, with respect thereto; (5) They shall not be proposed for or indirectly result in effectuation of a price fixing arrangement, facilitating price uniformity or stabilization, restricting competition, giving a competitive advantage to any manufacturer, excluding competitors from the market, limiting or otherwise curtailing production, or reducing product variations except where required to meet one or more of the objectives set forth in section D of this PART II; and (6) Personnel participating in such programs as the representatives of members of the industry should be technical personnel who shall not have primary responsibility for marketing or for management of marketing personnel. Section D. SELECTING A PROGRAM All standardization programs must be shown to serve a legitimate public interest objective and that objective should be specifically stated in the context of the standard. To assure this, the program should relate to the achievement of one or more of the following objectives: (1) Promotion of interchangeability or improvement of products; (2) Elimination of misunderstandings or confusion between manufacturers and buyers with respect to the products; (3) Providing assistance to the purchaser in selecting and obtaining with minimum delay a suitable product for his particular need; or (4) Serve a declared governmental or public interest. Section E. NOTICE OF MEETINGS Advance notice shall be given to all participating representatives as to the matter to be considered for standardization and the nature of the action being contemplated. Procedures should provide reasonable means for making available all data, specifications, and other technical information relating to a product proposed for standardization to all persons participating in or contributing to the program involved irrespective of their membership in CEA. Committee activities should be limited to discussions of the engineering and technical aspects of standardization or the procedures relating thereto. Section F. SPECIAL RULES FOR CONDUCTING STANDARDIZATION PROGRAMS (1) Voluntary Adherence to Standards. Adherence to standards shall be entirely voluntary and within the discretion of individual manufacturers. Any agreement, expressed or implied, or any coercion, direct or indirect, to adhere or to require or compel adherence to a standard is not permitted. (2) Technology & Standards and Technical Considerations. All standardization activity shall be confined to the technical and engineering considerations in the establishment of a standard and these considerations shall relate to one of the legitimate objectives as provided in Section D of this PART II. (3) Commercial Standards. Standardization relating to the commercial aspects of products, such as conditions or terms defining commercial relationships between manufacturer and buyer with respect to engineering standards is not permitted. This type of standardization activity, involving bargaining among manufacturers, distributors or dealers, and including but not limited to matters of uniform warranties, conditions of acceptance and rejection, and terms or conditions of transaction is the proper concern of each interested company acting individually and is not a proper CEA activity. (See Section A(3), PART I of these Guides). (4) Standards Involving Quality or Performance. Generally, standards relating to quality or performance of products should not specify or describe the characteristics of such products in terms of maximum quality or maximum performance. This does not preclude standards stated in terms of maximum or minimum-maximum characteristics which are prescribed for the sole purpose of indicating that the product meets certain limited requirements and is designed to serve limited technical functions and purposes. Such standards generally involve product differentiation as distinguished from product quality. Standards may include suggested specific AQL's (Acceptable Quality Level) for guidance purposes with the actual AQL to be agreed upon between the manufacturers and the user, or include ranges of AQL's for the same purpose. (5) Revision of Standards. Any revision of an existing standard shall conform to the same procedures and policies applicable to the initiation of the original standard. Such revision should be clearly justified as to legitimacy of objective and that objective should be stated in the revision. (6) Interpretation of Standards. The interpretation of standards, insofar as it may relate to a specific product or manufacturer, is a proper matter for individual company concern and should not be undertaken by CEA staff members or any person acting in the capacity of a CEA committee member. CEA staff comments, if any, shall be limited to an explanation or clarification of technical language or provisions in a standard but not related to its application to specific products or manufacturers. (7) Acceptability of Standards. All proposed standards recommended by CEA Technology & Standards committees or subcommittees shall be submitted for final review and approval to industry members in accordance with the CEA Technology & Standards Department's Procedures Manual. No standard shall be recommended for adoption unless it receives substantial industry acceptance. (8) Final Adoption. Final adoption of proposed standards shall be in accordance with the Technology & Standards Department's Procedures Manual. In the process of adopting a standard, consideration shall be given to all comments of industry and user interests where applicable irrespective of CEA membership, and if there is substantial opposition to the adoption of a proposed standard, the program involving such standard should be abandoned or referred to an appropriate committee or task group for further consideration. Section G. PROCEDURES FOR COMMENTING ON MILITARY SPECIFICATIONS AND PRODUCTS In offering comments or recommendations to elements of the DOD on Military standardization documents, the following procedures shall be followed: (1) Participation shall be unrestricted and extended to all companies that have made known their interest regardless of membership in CEA or on the cognizant committee(s) or subcommittee(s); (2) Adequate notice of meetings shall be given all committee or subcommittee members and all other companies or representatives known to have an interest and shall include all issues to be discussed; (3) Comments and recommendations shall be offered merely as such, limited to the technical aspects of the specifications, and shall reflect any divergency of views among those participating; (4) Comments and recommendations shall be made available to all company representatives known to have an interest, as prescribed in the CEA Technology & Standards Procedures Manual. (5) All submissions to military departments shall contain a statement that the comments and recommendations reflect only the views of the group participating; and (6) They shall be reviewed and submitted by CEA staff in accordance with the established procedures. PART III: SPECIAL GUIDES APPLICABLE TO MARKETING DATA REPORTING PROGRAMS This PART III sets forth specific rules for conducting marketing data programs by the CEA Market Research Department under the general jurisdiction of the Market Research Policy Committee. In addition to the rules established in this PART III, all marketing data programs are subject also to the rules set forth in PART I of these Guides. Section A. SELECTION AND APPROVAL OF PROGRAM All new marketing data programs shall be subject to legal review and approval of the General Counsel prior to adoption. No program shall be undertaken involving the collection and reporting of data relating to activities, programs, or purposes which are not permitted in PART I of these Guides. A recommended program involving the collection, dissemination, and distribution of marketing data, should be evaluated carefully before it is put into effect to assure it achieves a legitimate objective by proper means. Generally, it shall be a program designed to provide participating members with information determined to be useful in producing more intelligent competition based upon increased knowledge of market conditions. A marketing data program shall not be conducted for purposes designed to stabilize or fix prices, divide or limit markets among program participants, control production, or otherwise restrict competition. Section B. REPORTING DATA ON COMPLETED AND FUTURE TRANSACTIONS CEA marketing data programs involving the submission of individual company data shall be confined to the reporting of completed transactions in past periods. Programs for the collection and reporting of summary data involving estimates of individual company future production or sales or purchases are not permitted. Moreover, no program for the collection and reporting by companies of their industry-wide estimates of future production or sales is to be permitted unless its usefulness is clearly justified as serving a proper business purpose and the program is specifically approved by the General Counsel. Section C. COMPILATION AND DISTRIBUTION OF DATA Information in individual company reports shall be kept in complete confidence by the originator and involved CEA staff. The collection and dissemination of reports shall be made in an isolated security area and only staff members of the CEA Market Research Department shall have access to this area. Individual company reports and working papers must remain in locked files within the security of the area of that department. Under no circumstances may the reports or the information therein be divulged to anyone other than staff members in the department except in the form of the official summary report released to industry participants under established procedures. Each individual company report either should be returned to the reporting company or destroyed within a reasonable time after verification and consolidation. In compiling data for reporting purposes, no report of data should be released when less than three companies have participated. Reports involving participation by three companies or more, under circumstances in which the report of one company shows it exceeds fifty per cent of the total, shall not be released unless permission is obtained of the company reporting in excess of such fifty per cent. Also, no report shall be distributed in which individual company figures can be identified either directly or indirectly. Section D. RULES FOR PARTICIPATION Participation in marketing data programs shall be extended to all members of the industry regardless of CEA membership. Whether members or non-members should be charged for defraying the expenses of conducting a program is a question of policy. However, any such charges should bear a reasonable relationship to the total costs of conducting the program and fairly represent a proportionate share of such costs allocable to the participant. Decisions to participate in marketing data programs shall be left entirely within the discretion of individual companies. While participation may be encouraged, there should be no threats or coercion, directly or indirectly, to force eligible industry members to participate. Section E. POLICING REPORTS Reports of participating companies should not be questioned by CEA staff except for purposes of clarification or for correcting apparent mistakes in reporting. There shall be no activity directed at policing the accuracy of individual reports through staff audits of participating company books or other similar means. Section F. DISTRIBUTION OF REPORTS Marketing reports shall be distributed to all members of the industry participating in the program involved regardless of CEA membership. They also shall be made available to any other persons having a legitimate interest therein. Copies of all reports may be distributed to the U.S. Department of Commerce, Federal Communications Commission, the Federal Reserve Board, and to any other agency of Federal or State Government requesting such reports. Marketing information also shall be published in news releases at such intervals as deemed desirable and appropriate. All published reports to industry participants shall contain the following statement: Caution: This report is published by the CEA as a service to the electronics industry and is distributed to participants for their individual company use. The specific data contained in any report shall not be the subject of discussion with other members of the industry either within or outside committee meetings. Any use of this information by members of the industry as part of an agreement or other undertaking in restraint of trade, either expressed or implied, is not authorized. Section G. ADHERENCE TO REPORTS There shall be no activity directed at suggesting or requiring adherence to any action or policy in the light of reported data. There also shall be no coercion by CEA or its staff, or by members of the industry suggesting or requiring such adherence. Section H. DISCUSSIONS AT MEETINGS Discussions at marketing data or other committee meetings shall be limited to the propriety of recommending or continuing a particular program, the format or design of a report, the procedure for developing the data therefor, and the general rules for conducting the program. There shall be no discussions of individual company data. Any discussions of reported information shall be permitted only in a general abstract sense and limited to industry-wide data as they relate to the over-all health and economic condition of the industry. There shall be no discussions with respect to any published data leading to any understandings in restraint of trade, expressed or implied, nor shall there be any discussions relating to the use of such data for forecasting or predicting future trends. There shall be no discussion whatsoever of prices or pricing practices or other terms or conditions of distribution or sale.