Wireless Power Consortium Charter · the Steering Group, demonstrates its ability and willingness to contribute actively and usefully to the Objectives, so long as the maximum agreed

Wireless Power Consortium Charter - Oct 23, 2008

Wireless Power

Consortium

Charter entered into by and between

ConvenientPower Ltd.

Fulton Innovation LLC

Logitech Europe SA

Motorola, Inc. Mobile Devices business

National Semiconductor Corporation

Koninklijke Philips Electronics N.V.

Sanyo Electric Co., Ltd. Mobile Energy Company

and

Shenzhen Sang Fei Consumer Communications Co. Ltd.

Wireless Power Consortium Charter - Oct 23, 2008 Page 1 of 32

CONTENTS

CLAUSE PAGE

1 Introduction ............................................................................................................. 3

2 Objectives ............................................................................................................... 6

3 Membership ............................................................................................................ 6

4 Responsibilities of Members ................................................................................... 7

5 Right to use Sub-contractors .................................................................................. 7

6 Withdrawal and Removal ........................................................................................ 8

7 Enforcement............................................................................................................ 9

8 Expenses and Membership Fees ........................................................................... 9

9 Organization ......................................................................................................... 10

10 Work Groups ......................................................................................................... 11

11 Administrator ......................................................................................................... 12

12 Intellectual Property Rights ................................................................................... 13

13 No Partnership and No Exclusivity ....................................................................... 14

14 No Warranties ....................................................................................................... 14

15 Limitation of Liability ............................................................................................. 14

16 Confidentiality ....................................................................................................... 15

17 Competition Regulations ....................................................................................... 16

18 Dissolution of the Consortium ............................................................................... 17

19 Entire Agreement .................................................................................................. 17

20 Assignment and Transfer ...................................................................................... 17

21 Amendments and Waivers .................................................................................... 18

22 Severability ........................................................................................................... 18

23 Limitation of Benefits ............................................................................................ 18

24 Notices .................................................................................................................. 18

25 Governing Law and Forum ................................................................................... 20

Annex A Commercial Requirements for the Wireless Power Consortium ........................ A-1

Annex B Regular Membership Agreement ........................................................................ B-1

Annex C Associate Membership Agreement ..................................................................... C-1

Annex D Voting Rules for the Steering Group and Work Groups ..................................... D-1

Annex E First Amendment ................................................................................................ E-1


Charter for the Wireless Power Consortium

This Charter for the Wireless Power Consortium hereinafter referred to as the "Agreement", has been made between the following parties:

ConvenientPower Ltd., having its principal place of business at Unit 207, Building 5, 6 Science Park West Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong, hereinafter referred to as “ConvenientPower”,

Fulton Innovation LLC, having its principal place of business at 7575 Fulton St. E. Ada, MI 49355 USA, hereinafter referred to as “Fulton”,

Logitech Europe SA, having its principal place of business at Rue du Sablon 2-4, CH - 1110 Morges, Switzerland, hereinafter referred to as “Logitech”.

Motorola, Inc. Mobile Devices business, having its principal place of business at 600 North US Highway 45, Libertyville, IL 60048, hereinafter referred to as “Motorola”,

National Semiconductor Corporation, having its principal place of business at 2900 Semiconductor Drive Santa Clara, CA 95051 USA, hereinafter referred to as “National Semiconductor”,

Koninklijke Philips Electronics N.V., having its principal place of business in Eindhoven, The Netherlands, hereinafter referred to as “Philips”,

Sanyo Electric Co., Ltd. Mobile Energy Company, having its principal place of business at 222-1, Kaminaizen, Sumoto City, Hyogo, 656-8555, Japan, hereinafter referred to as “Sanyo”,

and

Shenzhen Sang Fei Consumer Communications Co. Ltd., having its principal place of business at 11 Science and Technology Road, Shenzhen Hi-Tech Industrial Park, Nanshan District, Shenzhen 518057, PRC, hereinafter referred to as “Sang Fei”.

These parties may jointly hereinafter be referred to as “the Original Signatories”)

WITNESSETH;

WHEREAS, the parties believe that establishment of a standard promoting compatibility between power supplies and power recipients will accelerate growth of the market for products that supply and products that receive wireless power; and


WHEREAS, some parties have invested, and will further invest, in the development of technology and patents that makes this standard possible;

WHEREAS, some parties have invested, and will further invest, in the development of compatible products and in the promotion and marketing of compatible products;

WHEREAS, the parties believe that patent license terms and conditions have an impact on the growth of the market for compatible products ;

WHEREAS, the parties believe that RAND terms and conditions promotes growth of the market while providing an acceptable return on investment for all parties;

WHEREAS, the parties wish to accelerate the growth of the market for compatible products; and

WHEREAS, the parties desire to establish and participate in a consortium for this purpose.

NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the undersigned agree as follows:

1 Introduction

1.1 Definitions

The following terms and expressions shall have the meanings assigned to them below, unless the context expressly provides otherwise.

"Administrator" means a person, company or body, designated by the Steering Group to carry out administrative arrangements for the activities of the Consortium in accordance with clause 11.

"Approved Wireless Power Specifications" means the Wireless Power Specifications (or parts thereof) which have been approved by the Steering Group, in accordance with the Voting Rules, for making this specification available to third parties.

“Associated Company”, in relation to any party, shall mean any one or more business entities:

(a) owned or controlled by that party;

(b) owning or controlling that party; or

(c) owned or controlled by the business entity owning or controlling that party,

at the relevant time.

For the purposes of this Agreement, a business entity shall be deemed to own or to control another business entity if more than 50% of the voting stock of the latter business entity, ordinarily entitled to vote in the election of directors (or, if there is no such stock, more than


50% of the ownership of or control in the latter business entity) is directly or indirectly held by the owning and/or controlling business entity.

"Associate Member(s)" means a Member that has/have joined the Consortium by signing the Associate Membership Agreement.

"Associate Membership Agreement" means the agreement in the form set out in Annex C hereto that needs to be duly signed by any entity wishing to accede to membership herein, as an Associate Member.

“Commercial Requirements” means the requirements for the Wireless Power Specifications and the Logo Guidelines set out in Annex A, and updates thereof approved by the Steering Group in accordance with the Voting Rules.

"Confidential Information" is defined in clause 16.1 hereof.

“Consensus Decision” means a decision supported by hundred percent (100%) of the votes cast. For purposes of the foregoing, an abstention shall not be counted as a vote.

"Consortium" means the Consortium named as "Wireless Power Consortium", established and operated under this Agreement as a voluntary group of the independent Members, as provided further in clause 3.

"Contributions" means any input by any Member, proposing any additions, modifications and changes to the Wireless Power Specifications, or new Wireless Power Specifications or portion thereof made on any medium. For the avoidance of doubt, a Member may make a Contribution without regard to the extent to which such Member owns or controls any IPR in such Contribution.

"Consortium Effective Date" means October 27, 2008.

"Essential Patent(s)" means any patent throughout the world which contains one or more patent claims that are Necessary Claims.

"Intellectual Property Rights" or "IPR" means any and all intellectual property rights including, but not limited to, patents, copyrights, trademarks, trade secret rights, inventions, know-how, object and source codes, algorithms, mask works, chip topography rights, utility models, and all improvements and amendments thereof, and all registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing).

“Logo Guidelines” means the conditions for allowing products to carry the Wireless Power Logo.

"Majority Decision" means a decision supported by more than fifty percent (50%) of the votes cast. For purposes of the foregoing, an abstention shall not be counted as a vote.

"Member(s)" means a member or members of the Consortium that (i) has/ have signed this Agreement as a party to this Agreement; or (ii) has/ have joined the Consortium as a new Member according to the rules laid down in clause 3 below; and has not thereafter withdrawn or otherwise ceased to be a Member.


"Member’s Effective Date" means, with respect to the Original Signatories, the Consortium Effective Date or the date on which such Original Signatory signed this agreement, whichever date is later, and with respect to other Members, the date specified in the Membership Agreement for such Member.

"Necessary Claims" means only those claims of any patent which would necessarily be infringed by implementation of the Approved Wireless Power Specification. A patent claim is "necessarily infringed" only when there is no technically reasonable, non-infringing alternative for implementing the Approved Wireless Power Specifications (or portion thereof) without infringing the relevant patent claim.

"Objectives" means the objectives of the Consortium as set forth in clause 2.

“Original Signatories” is defined in the preamble of this Agreement.

“Patents” shall mean granted and subsisting patents, but not utility models.

“Promotion Work Group” means the Work Group with the charter defined in clause 10.7

"Qualified Majority Decision" means a decision supported by (a) at least sixty-five percent (65%) of the votes cast and (b) at least 35% of the Quorum. For purposes of the foregoing, an abstention shall not be counted as a cast vote.

“Quorum” means the minimum number of Regular Members required to allow the Steering Group or a Work Group to make a decision. Annex D lists the Quorum required for different types of decisions.

"RAND Terms" means reasonable and non-discriminatory terms and conditions.

"Regular Member(s)" means a member or members of the Consortium that is/are not an Associate Member.

"Regular Membership Agreement" means the agreement in the form set out in Annex B hereto that needs to be duly signed by any entity wishing to accede to membership herein as a Regular Member.

“Specification Work Group” means the Work Group defined in clause 10.8

"Steering Group" means the steering group described in clause 9 below established as the chief executive body of the Consortium.

"Steering Group Representative" means a Members’ appointed representative in the Steering Group.

“Voting Rules” means the rules for making decisions in the Steering Group and the Work Groups as set out in Annex D, and modified from time to time by a decision of the Steering Group.

“Wireless Power Logo” means the mark placed on a product indicating that such product complies with the Logo Guidelines.


"Wireless Power Specifications" means the specifications to be developed by the Members as a part of their activities in the Consortium as the technological solutions for wireless power transfer. The commercial requirements for the Wireless Power Specifications are outlined in Annex A hereto.

"Work Group" means a work group established according to the provisions set out in clause 10 below.

2 Objectives

The objectives of the Consortium ("Objectives") are:

(a) to create and specify a technological solution for the wireless transfer of electrical power that shall be usable for a wide range of products on the global market in accordance with the Commercial Requirements set out in Annex A;

(b) to promote the adoption of the Approved Wireless Power Specifications and the Wireless Power Logo as an interoperable interface for use by all vendors of power supplies and power recipients; and

(c) to promote compliance with the Logo Guidelines by organizing verification, testing, and certification services;

3 Membership

3.1 Each Original Signatory to this Agreement that has signed and executed this Agreement and the “Addendum to the Wireless Power Consortium Charter” on even date herewith, within three months after the Consortium Effective Date shall be deemed a Regular Member.

3.2 The Consortium shall be open for participation by any legal entity which, to the satisfaction of the Steering Group, demonstrates its ability and willingness to contribute actively and usefully to the Objectives, so long as the maximum agreed number of Regular Members has not been exceeded. The maximum number of Regular Members is initially set at ten (10). The Steering Group has the power to change the maximum number in accordance with the Voting Rules. The Consortium shall be open for participation as an Associate Member, without numerical limits, by any legal entity which, to the satisfaction of the Steering Group, demonstrates it ability and willingness to contribute actively and usefully to the Objectives.


3.3 In order for any legal entity to become a member of the Consortium after the Consortium Effective Date it must; (i) submit a written request for membership to the Administrator; (ii) receive a favorable decision from the Steering Group which shall decide, in accordance with the Voting Rules, whether to accept the application and whether to offer Membership or Associate Membership to the applicant and (iii) sign the corresponding Membership Agreement in Annex B or Annex C The entity will be deemed a Member or Associate Member when all three conditions are fulfilled. The Membership Agreement will on behalf of the Members be signed by a person to be designated by the Steering Group. The original copy of the executed Membership Agreement shall be kept by the Administrator on behalf of the Members. Each Member shall be entitled to receive a copy of such Membership Agreement by making a request to the Administrator and/or the chairperson of the Steering Group.

3.4 The Administrator shall keep a record of all third-party applications for membership and the reasons why membership was accepted or denied.

4 Responsibilities of Members

4.1 All obligations of each Member become effective on the Member’s Effective Date.

4.2 Each Member is expected to participate in the activities of the Consortium in such a way as to promote achievement of the Objectives. Specific criteria therefore may, from time to time, be specified by the Steering Group.

4.3 Each Member shall be responsible for organising its own work with respect to fulfilment of its rights and obligations as per this Agreement.

4.4 Each Member shall assign personnel of appropriate qualification and experience for its part of the activities in the Consortium.

4.5 Each Member undertakes to execute any documents and exercise any rights and generally to take any action or refrain from any action, which may be required to give full effect to this Agreement and its Objectives.

4.6 The Members shall at all times act in good faith towards each other in fulfilment of their obligations hereunder.

5 Right to use Sub-contractors

5.1 Each Member has the right to use sub-contractors for performance of its obligations as a Member, provided that;

(a) the sub-contractor has been identified to the Steering Group by written notice given in due time;


(b) the sub-contractor has in writing, prior to the start of the subcontracted work, bound itself to confidentiality obligations which, in the reasonable judgment of the Steering Group, are equal to or more restrictive than those set out in Annex D;

(c) the sub-contractor has disclosed, in writing to the Members, any potential conflict of interest, such as, for example and without limitation, an equity stake in a third party that has a commercial interest in wireless power applications or a sub-contract relationship with a third party that has commercial interest in wireless power applications;

(d) the Member, notwithstanding it has appointed a sub-contractor, shall be and remain liable to all the other Members for its obligations under the Agreement, and shall be and will remain liable to all other Members for all the acts and omissions of the sub-contractor it has appointed.

For the avoidance of doubt, any liability of the Members under this clause shall be subject to the limitation of liability contained in clause 15.

6 Withdrawal and Removal

6.1 Any Member shall be entitled to withdraw from the Consortium at any time with immediate effect by giving written notice to the Administrator.

6.2 In case of material breach by a Member of any of its obligations under this Agreement that has not been remedied within thirty (30) days of receiving written notice from the Steering Group, or in case a Member becomes bankrupt or insolvent, the Steering Group shall have the right to remove such Member from the Consortium in accordance with the Voting Rules.

6.3 After withdrawal or removal from the Consortium according to clauses 6.1 or 6.2, such ex-Member's rights and obligations under this Agreement shall cease, except that any right or obligation as a Member which accrued before such withdrawal or removal, including, but not limited to, the licenses granted or received by such ex-Member (and its Associated Companies) in accordance with clause 12, shall remain in full force and effect and survive its withdrawal or removal, and therefore the other Members' continued use of licensed objects or methods shall in no way be affected.

6.4 A Member that withdrew from the Consortium as a Member under this Agreement is not entitled to repayment of any costs or expenses laid down in order to fulfil its obligations or rights in relation to this Agreement prior to its withdrawal.

5.1(b) contains a drafting error. The reference to 'Annex D' must be interpreted as a reference to 'Clause 16'.


7 Enforcement

7.1 Should the Steering Group decide to initiate legal proceedings or make a claim against a Member, an ex-Member or any third-party in relation to the activities of the Consortium, the chairperson of the Steering Group will notify all Members of the proposed proceeding and, subject to clause 7.2, will decide which Member(s) shall represent the Members in such proceeding or claim. In the event a Member is asked to represent the other Members in such proceedings or claims and accepts, all other Members agree to execute the necessary authorization documents and provide full cooperation to such representing Member. As part of such cooperation, the Members hereby agree; (i) that they will have joint and several liability to share among them (including the representing Member(s)) reasonable costs and expenses incurred by the representing Member(s) for such proceedings or claims and have joint and several liability to indemnify such representing Member(s) against any loss or damages suffered by such representing Member(s) in such proceedings or claims; and (ii) that such representing Member(s) shall also, after deduction of reasonable costs and expenses for the proceedings, equally share with the other Members any amounts gained or recovered in such proceedings or claims with other Members.

7.2 Notwithstanding clause 7.1 above, a Member that voted against the decision to initiate legal proceedings, or that was not present and did not participate by proxy in the meeting at which a decision is taken in the sense of clause 7.1 shall have no obligation to participate in any litigation without its express written consent, and such Member will not have any obligations under clause 7.1 above.

8 Expenses and Membership Fees

8.1 Unless otherwise set forth in this Agreement or determined by the Steering Group, each Member shall bear its own costs incurred in performing its obligations and responsibilities as a Member in accordance with this Agreement.

8.2 Each Member shall pay the annual membership fees as set by the Steering Group in accordance with the Voting Rules set out Annex D. At the Consortium Effective Date, the membership fee for Regular Members is 0 (Nil), and the membership fee for Associate Members is ten thousand Euros (EUR 10,000). The level of membership fees shall not be prohibitive or exclusionary. They will cover the following joint costs and expenses related to the Consortium;

(a) Fees and charges of the Administrator as agreed by the Administrator with the Steering Group;

(b) Any other costs and expenses which the Steering Group determines, in accordance with the Voting Rules, to be covered by the membership fees.

Should the membership fees not be sufficient for coverage of the above costs and expenses, the Steering Group may decide, in accordance with the Voting Rules, that Members shall contribute an additional membership fee. However, the Members agree that it is not expected that a Member shall be liable to contribute membership fees that, in aggregate per calendar year of the duration of this Agreement, exceeds an amount of twenty five thousand Euros (EUR 25,000), unless a higher amount is approved in writing by the Members concerned.

The current membership fees are published on the website at http://www.wirelesspowerconsortium.com/membership/


8.3 The annual membership fee shall be determined on a yearly basis for one (1) year periods commencing on the Consortium Effective Date or anniversary thereof. If any new Member joins the Consortium the membership fee required will be the full annual fee irrespective of when the Member joins the Consortium during that year.

9 Organization

9.1 The Steering Group shall be the chief executive body of the Consortium.

9.2 The Steering Group shall consist of all Regular Members of the consortium. Each Regular Member shall name a representative (“Steering Group Representative”), as well as a deputy representative, who may serve on the Steering Group in the absence of the representative.

Each Regular Member shall be at liberty to replace its Steering Group Representative and deputy representative at any time by written notice to all the other Steering Group Representatives and the Administrator, effective as of the date when received by all such Steering Group Representatives unless a later date is stated in the notice.

9.3 The Steering Group shall meet when requested by any of the Steering Group Representatives in writing to all the other Steering Group Representatives and approved by the chairperson of the Steering Group. Each Member shall have one vote for decision making at Steering Group meetings.

Steering Group meetings will be held at least quarterly, with the time and place of each meeting to be decided by the Steering Group. Agendas for such meetings will be circulated by the chairperson of the Steering Group the Steering Group Representatives at least ten (10) calendar days in advance of each such meeting. Meetings may be held in person, or by any combination of audio conferencing or video conferencing which permits all participants to hear all other participants. The Administrator shall notify each Steering Group Representative sufficiently in advance so that the Steering Group Representatives can reasonably prepare for and attend such Steering Group meetings. Each Regular Member has a right to attend and shall make reasonable effort to attend all the Steering Group meetings. Each Steering Group meeting will be hosted by a Regular Member. Hosting of Steering Group Meetings shall rotate among all Regular Members according to decisions by the Steering Group. The expenses for a Steering Group meeting, except for travel and accommodation of participants, will be paid for by the Steering Group Member hosting the meeting.

9.4 The voting rules for decisions of the Steering Group are set out in Annex D. The Steering Group may decide to change the Voting Rules. Such decision to change the Voting Rules must itself be taken in accordance with the then current version of the Voting Rules. The Members shall take reasonable efforts to ensure that decisions are taken on the basis of general consensus.

For decision taken without meetings, a resolution in writing circulated to and signed by all Steering Group Representatives (or deputy representatives) shall be as valid and effective as if such resolution is passed at a Steering Group meeting duly held. Any such resolution shall be deemed to have been passed on the date of the last signature by the Steering Group Representatives or deputy representatives signing such resolution.

The first year membership fee is now pro-rated, depending on the month in which the member joined.


9.5 Each Steering Group Member shall use all reasonable efforts to attend every meeting of the Steering Group. If the number of Regular Members in attendance at a meeting of the Steering Group is less than the Quorum required under Annex D for any action proposed to be taken at such meeting, then the lesser number of Regular Members actually present may, by Majority Decision, adjourn the meeting to a later date, and the Administrator shall notify each Steering Group Representative of the absent Regular Members reasonably in advance of the adjourned date.

9.6 The Steering Group shall elect a chairperson and a vice-chairperson of the Steering Group on a bi-yearly basis. The chairperson and the vice-chairperson shall respectively be an employee of any of the Steering Group Members. The term of office of the chairperson and the vice-chairperson shall be two years from their appointment, unless removed earlier by the Steering Group. If, during their term of office, the chairperson or vice chairperson ceases to be an employee of the Steering Group Member for any reason, then the chairperson or vice chairperson, as the case maybe, is automatically dismissed from office and the Steering Group shall immediately elect a new chairperson or vice-chairperson as the case may be. The vice-chairperson shall serve as a chairperson in the absence of the chairperson.

9.7 Minutes shall be kept by the chairperson at all meetings of the Steering Group, and by specific persons elected for that purpose at other meetings between the Steering Group Members. Copies of these minutes shall be promptly distributed by the person who has prepared them to all the Regular Members.

9.8 The chairperson of the Steering Group and the chairperson of the Promotion Work Group shall be the official spokespersons for the consortium.

10 Work Groups

10.1 Work Groups with specific tasks forming part of the Objectives may be established or dissolved by decision of the Steering Group in accordance with the Voting Rules. All Regular Members are entitled, but not obliged, to participate in any Work Group. No Regular Member shall conduct itself in such a way as to obstruct the progress of any Work Group toward achievement of the Objectives.

10.2 The Steering Group may, when establishing a Work Group, determine the specific objectives, work procedures (including, but not limited to, roadmap and timetable) and chairperson and vice-chairperson of the Working Group

10.3 The Steering Group shall provide to all Regular Members timely notice of the formation of each Work Group as well as its objectives, work procedures and chairperson.

10.4 Each Work Group shall have regular meetings at such frequency as required to meet the Objectives and the work procedures of the Work Group. Time and place of Work Group meetings shall be determined by the Work Group. Representatives from a Regular Member at each Work Group meeting (excluding the chairperson and the vice-chairperson of the Work Group) shall not exceed two (2) individuals unless otherwise admitted by the chairperson of the Work Group.


10.5 All reasonable efforts shall be taken to ensure that decisions in the Work Group are taken on the basis of general consensus. To the extent that it is not possible to reach consensus in a timely manner, the Work Group shall be entitled make decisions by voting in accordance with the Voting Rules.

10.6 Work Groups shall make regular reports of their activities to the Steering Group.

10.7 The Consortium shall have a permanent Work Group for promotion (“Promotion Work Group”). The charter of the Promotion Work Group is to maintain a website, give presentations and to participate in public debates about wireless power.

10.8 The Consortium shall have a single Work Group responsible for drafting the Wireless Power Specifications (the “Specifications Work Group”).

10.9 The Specifications Work Group will establish a common repository for housing draft versions of the Wireless Power Specifications and managing version control.

11 Administrator

11.1 The Steering Group may designate a person, company or body to serve as the Administrator of the Consortium. The Administrator shall handle general administrative arrangements for the activities of the Consortium and shall be responsible for the administration of the overall financial accounts of the Consortium, as well as any other tasks assigned by the Steering Group.

11.2 The fees, costs and expenses connected with the work carried out by the Administrator shall be shared equally among the Members as set out in clause 8.2(b), provided that these fees, costs and expenses were approved by the Steering Group in accordance with the Voting Rules.


12 Intellectual Property Rights

12.1 Each Member promises irrevocably, on its own behalf and on behalf of its Affiliated Companies, to grant or cause the grant of non-exclusive, non-transferable, world-wide licenses on RAND Terms under its Essential Patents for use in or of equipment that is fully compliant with the Approved Wireless Power Specification and that has been verified and certified as fully compliant with the Logo Guidelines. Each Member makes such undertaking to the other Members and the Associated Companies who give the equivalent promise to such Member and its Associated Companies, and each Member also makes such promise to any third party which may request such licences on RAND Terms and which gives an equivalent promise in return. For the avoidance of doubt only patent claims which are Necessary Claims fall within the scope of this promise. For purposes of this clause Essential Patents shall be deemed Essential Patents of a Member if they are owned, controlled or licenseable by the Member (without need to pay royalties or other consideration to third parties other than its employees). For the avoidance of doubt, the promise here given does not extend to claims related to implementations of other recognized standards, even if those are referenced in the Approved Wireless Power Specification.

12.2 In the event of the withdrawal or removal of a Member from the Consortium according to clauses 6.1or 6.2, such ex-Member’s promise under clause 12.1 shall remain in full force and effect and shall survive its withdrawal or removal only with respect to the Approved Wireless Power Specification that is in effect when such Member withdraws or is removed, and only with respect to Necessary Claims that have a priority date under applicable law that is on or before the date of such Member’s withdrawal or removal. For purposes of this clause 12.2 the “Approved Wireless Power Specification that is in effect when such Member withdraws” means any specification approved by the Steering Group in accordance with the Voting Rules prior to such withdrawal, including any subsequently adopted bug fixes, corrections or similar non-material changes.

12.3 The copyright in the Approved Wireless Power Specifications shall be jointly owned by the Regular Members as a compilation and may be licensed or used for any purpose, so long as the Consortium remains in existence, by the Steering Group. The ownership by individual contributors of the copyright in their Contributions shall not be asserted to limit such free use by the Steering Group of the compilation. Each Regular Member may use and cause its Associated Companies to use the Specification without the consent of the other Members. If a Regular Member withdraws or is removed from the Consortium pursuant to clause 6, such Regular Member shall assign and transfer its ownership interest in the compilation (but not in its own Contribution) to the remaining Regular Members and shall not use the Specification without the prior written consent of the remaining Regular Members.

12.4 No Member shall assert any of its intellectual property rights against any other Member in connection with its review, evaluation or prototyping of any Wireless Power Specification, so long as such acts do not produce any commercial advantage to such other Member.

12.5 Except as provided in clause 16.9, no Member shall use the name or marks of any other Member or of any employee of another Member, or any adaptation of such name or marks, in any advertising, promotional or sales literature or other publicity, without the prior written approval of the other Member.

12.1 has changed. See Annex E for text of the amendment.


13 No Partnership and No Exclusivity

13.1 The Consortium is the base for co-operation between the Members, which are all independent legal entities representing different parts of the industry to which the Wireless Power Specifications relate. It is expressly agreed and acknowledged among the Members that this Agreement shall relate solely to the subject matter hereof and shall not extend to any other activities, or create a partnership or any other form of legal person between the parties to this Agreement. Nothing in this Agreement shall grant to any Member the right to make commitments of any kind for or on behalf of any other Member without the prior written consent of the other Member.

13.2 Further, the Members hereby expressly agree and acknowledge that the relationship hereunder is non-exclusive, and nothing herein will prevent any Member from engaging in similar relationships with any other parties.

14 No Warranties

Unless explicitly agreed between any Members in writing, any rights and licenses granted between the Members under this Agreement are granted on an "as is" basis and no Member provides any warranties whatsoever in relation to e.g. infringement, marketability, functionality or fitness for a particular purpose. However, this clause 14 shall not apply to any product, technology or services purchased by one Member from another under separate agreements, or in any way supersede any warranty or indemnification provisions in any such other agreements between any of the Members.

15 Limitation of Liability

EXCEPT IN CASES OF WILFUL MISCONDUCT, GROSS NEGLIGENCE, BREACH OF CONFIDENTIALITY UNDER

CLAUSE 16 OR EXCEPT TO THE EXTENT PROVIDED UNDER THE MANDATORY PROVISIONS OF THE

APPLICABLE LAW, BUT NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY IN THE AGREEMENT, AT LAW

OR OTHERWISE (INCLUDING BREACH OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR STATUTORY

DUTY), NO MEMBER SHALL BE LIABLE TO THE OTHER MEMBERS FOR ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF COMMUNICATION, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF BUSINESS OR

FOR COSTS, DAMAGES, LOSSES OR LIABILITY CONNECTED WITH ANY INTERRUPTION OF BUSINESS

OPERATIONS, NOR FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSS OR

DAMAGE, WHETHER OR NOT THE POSSIBILITY OF SUCH COSTS, LOSSES OR DAMAGES COULD HAVE BEEN

REASONABLY FORESEEN.


16 Confidentiality

16.1 All information disclosed by any party pursuant to this Agreement that is labelled “Confidential”, “Secret” or similarly (or, in the case of intangible disclosure, is identified as being confidential at the moment of such disclosure and summarised in writing, labelled “Confidential”, “Secret” or similarly and communicated to the receiving party within 20 days after such intangible disclosure) shall be deemed to be confidential and shall hereinafter be referred to as “Confidential Information”.

16.2 Each party agrees not to use the Confidential Information for any purpose whatsoever except to further the objectives of the consortium as set out in clause 2 above. Each party agrees not to disclose the Confidential Information to any third person or to its employees, except to those officers, directors, employees, consultants and advisors (“Authorized Representatives”) of the receiving Party and affiliates of the receiving Party who have a strict need to know in connection with the objectives of the consortium and who have been properly notified of the confidential nature of such information and the obligations concerning confidentiality pursuant to this Agreement and are legally obliged not to disclose the same to any third party.. Each party agrees that it shall protect the confidentiality of, and take all reasonable steps to prevent disclosure or unauthorized use of, the Confidential Information in order to prevent it from falling into the public domain or the possession of persons not legally bound to maintain its confidentiality, provided that in no event shall such party's obligations exceed the standard of care taken to protect its own confidential information of like importance. Each party will promptly advise the other parties in writing of any misappropriation or misuse by any person of such Confidential Information and provide assistance to the injured party in any lawsuit related hereto. Each party acknowledges that its obligations hereunder survive in accordance with the terms hereof, notwithstanding the termination of the business relationship of the parties, for a period of 5 years following the last disclosure of Confidential Information to it by the other parties hereunder.

16.3 No copies of any Confidential Information may be made unless permitted to implement the purposes of this Agreement. Any materials, documents, notes, memoranda, drawings, sketches or other tangible items containing, consisting of or relating to the Confidential Information of a party which are furnished to either of the other parties in connection with this Agreement, or are in the possession of either of the other parties, and all copies thereof, remain the property of the party to which the Confidential Information is proprietary and shall be promptly returned to the party supplying the same upon such party's request therefor. Nothing contained in this Agreement shall be construed as granting any rights, by license or otherwise, in any Confidential Information except as specified in this Agreement.

16.4 No party's obligation of confidentiality under this Agreement shall apply to information which: (a) is known by that party or is publicly available at the time of disclosure by disclosing party to the receiving party; (b) becomes publicly available after disclosure by the disclosing party to the receiving party through no act of either party; (c) is hereafter rightfully furnished to the receiving party by a third party without restriction as to use or disclosure; (d) is disclosed with the prior written consent of the disclosing party; (e) is information that was independently developed by the receiving party; or (f) is required to be disclosed pursuant to any judicial or administrative proceeding, provided that the receiving party immediately after receiving notice of such action notifies the disclosing party of such action to give the disclosing party the opportunity to seek any other legal remedies to maintain such information in confidence.


16.5 Nothing in this Agreement shall obligate any party to disclose any information to another party(ies) or enter into any other agreement with another party(ies). Each party acknowledges that if another party(ies) is required to bring an action to enforce the provisions of this Agreement, the damages will be irreparable and difficult to measure and that such party(ies) shall be entitled to equitable relief including a preliminary injunction in addition to any other relief available. Each party agrees that in the event that the party that disclosed Confidential Information seeks an injunction hereunder, each of the parties that received the Confidential Information hereby waives any requirement for the posting of a bond or any other security. Should litigation arise concerning this Agreement, the prevailing party(ies) shall be entitled to attorneys' fees and court costs in addition to any other relief which may be awarded.

16.6 Each party warrants that it has the right to disclose the Confidential Information provided by it, but disclaims all other warranties regarding the Confidential Information, except as provided in paragraph twelve (12) below.

16.7 The parties will adhere to all applicable laws and regulations governing international data transfer, and will not export or re-export any technical data or products received from a party, or the direct product of such technical data, to any proscribed country under such regulations.

16.8 The parties are aware that each of them is pursuing or may pursue independent research in the area defined by the consortium objectives. Nothing hereunder should be construed to limit the right of each party to freely pursue such research or to employ experts therein who also participate in consortium activities.

16.9 It shall not be a violation of this agreement for any party to publicly announce that it or any other party is a member of the consortium or to indicate the type of membership such party has.

17 Competition Regulations

The Members may be combining unique experience and skills to create the Wireless Power Specifications and the Wireless Power Logo, and the purpose and objectives of the cooperation under this Agreement would be difficult to achieve through the independent efforts of each Member. The Members are committed to fostering open competition in the development and sales of products and services related to the Approved Wireless Power Specifications and the Wireless Power Logo. The Members also understand that in certain lines of business they may be direct competitors and that it is imperative that they and their representatives comply with all applicable competition or antitrust laws. In particular, in relation to activities attributable to this Agreement, the Members:

(a) will not enter into any agreement whose object or effect is anti-competitive or abuse of a dominant position;

(b) will not exchange any competitively sensitive information including the price of their products or services, the costs of their products or services, or the terms and conditions under which they are sold;

(c) will not engage in conduct which leads to price-fixing, market sharing or exclusion;


(d) will provide fair, reasonable and non-discriminatory access to the Approved Wireless Power Specifications and Wireless Power Logo; and

(e) will adhere to the objects outlined in the written agendas for Consortium, Steering Group and Work Group meetings which they will attend in compliance with all applicable competition or antitrust laws and the provisions of this clause 17.

18 Dissolution of the Consortium

18.1 This Agreement shall continue in full force and effect, except in respect of such Members as may previously have acceded, withdrawn or been removed under clause 6, from the Consortium Effective Date without limit in point of time until the Members in accordance with the Voting Rules in the Steering Group agree to terminate the Agreement (Agreed Dissolution).

18.2 In case of Agreed Dissolution, withdrawal or removal, the following provisions shall survive: clauses 1, 6.3, 6.4, 8.1, 8.2, 12.1, 12.2, 12.3, 14, 15, 16, 18.2, 20, and 25.

18.3 Notwithstanding clause 18.1 above, the Consortium shall be deemed dissolved without any act or decision of the Steering Group to that effect being required, with effect from the third anniversary of the Consortium Effective Date if no Approved Wireless Power Specification exists at that time (Automatic Dissolution).

18.4 In case of Automatic Dissolution the following provisions shall survive: clauses 1, 8.1, 14, 15, 16, 18.3, 20, and 25.

19 Entire Agreement

This Agreement contains the entire agreement between the Members on the subject matter of this Agreement, and supersedes all previous representations, undertakings, agreements, understandings, writings, and discussions by or among the Members with respect to the subject matter of this Agreement, whether written or oral.

20 Assignment and Transfer

No Member shall be entitled to assign or transfer any or all of its rights, benefits or obligations under this Agreement to another Member or a third-party without the prior written approval (which shall not be unreasonably withheld) of the Steering Group decided in accordance with the Voting Rules. The assignment by a Member of any of its rights or obligations under this Agreement to a successor-in-interest in the event of: (i) a sale or other transfer of all or substantially all of the assets of the Member, or (ii) a transfer of more than fifty percent (50%) of the outstanding voting equity securities of the Member in one transaction or a series of related transactions, will not be deemed to be an assignment or transfer for purposes of this clause 20.


21 Amendments and Waivers

21.1 This Agreement may be modified only by a written document duly signed by all the Members and referencing this Agreement.

21.2 The failure of any Member at any time or times to require performance of any provision of this Agreement shall in no manner affect its rights at a later time to enforce such provision. No waiver by any Member of any condition or term shall be deemed as a continuing waiver of such condition or term or of another condition or term.

22 Severability

If any provisions of this Agreement are or become invalid or are ruled illegal by any court of competent jurisdiction or are deemed unenforceable under the applicable law from time to time in effect, it is the intention of the Member that the remainder of this Agreement shall not be affected thereby provided that the rights and obligations of all Members under this Agreement are not materially affected. It is further the intention of the Members that in lieu of each such provision which is invalid, illegal, or unenforceable, there be substituted or added as part of this Agreement a valid, legal and enforceable provision whose effect on the economic and business objectives shall be as similar as possible to the effect intended by the Members in the original invalid, illegal or unenforceable provision.

23 Limitation of Benefits

It is the explicit intention of the Members that no person or entity other than the Members is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the Members, and that all covenants, undertakings and agreements set forth in this Agreement shall be enforceable only by the Members and their respective successors or permitted assigns.

24 Notices

All notices or communications to be given under this Agreement shall be in writing and shall be deemed delivered upon hand delivery, upon acknowledged telex or facsimile communication or upon receipt in the mail, return receipt requested, postage prepaid and addressed to the parties at their addresses set forth below or in the applicable Membership Agreement, as updated from time to time by notice given to the Administrator in accordance with this clause 24.


With respect to ConvenientPower: Unit 207, Building 5, 6 Science Park West Avenue, Hong Kong Science Park, Shatin, New Territories Hong Kong

With respect to Fulton: Fulton Innovation LLC 7575 Fulton St. E. Ada, MI 49355 USA

With respect to Logitech: Logitech Europe SA Attention: Director Legal Affairs EMEA Rue du Sablon 2-4 CH - 1110 MORGES Switzerland

With respect to Motorola: Motorola, Inc. Mobile Devices business Attention: Vice President, Law Department 600 North US Highway 45 Libertyville, IL 60048 USA

With respect to National Semiconductor: National Semiconductor Corporation Attn: General Counsel, M/S G3-135 2900 Semiconductor Drive Santa Clara, CA 95051 USA

With respect to Philips: Koninklijke Philips Electronics N.V. c/o Philips Intellectual Property & Standards – Legal Department High Tech Campus 44 PO Box 220 5600 AE Eindhoven The Netherlands fax: +31 40 27 43489

With respect to Sanyo: Sanyo Electric Co., Ltd. Mobile Energy Company 222-1, Kaminaizen Sumoto City, Hyogo, 656-8555 Japan


With respect to Sang Fei: Shenzhen Sang Fei Consumer Communications Co. Ltd. Attn: Karen Pei 11 Science and Technology Road, Shenzhen Hi-Tech Industrial Park, Nanshan District ,Shenzhen 518057 PRC Tel: 86-755-33308982 E-mail: [email protected]

25 Governing Law and Forum

This Agreement and any legal matter between the Members' arising hereunder shall be governed by and construed in accordance with the laws of The Netherlands (excluding its conflict of laws rules) except that all questions with respect to the scope, interpretation, claims, validity, enforceability and effect of any Patent shall be governed by and construed in accordance with the laws of the jurisdiction of the Patent involved. Disputes arising hereunder may be brought before any court of competent jurisdiction in The Netherlands.

IN WITNESS WHEREOF the parties have caused this Agreement to be executed at the places and on the days written below:

ConvenientPower Ltd. National Semiconductor Corporation

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

Fulton Innovation LLC Koninklijke Philips Electronics N.V.


Name: Name:

Title: Title:

Date: Date:


Logitech Europe SA Sanyo Electric Co., Ltd. Mobile Energy Company


Name: Name:

Title: Title:

Date: Date:

Motorola, Inc. Shenzhen Sang Fei Consumer Mobile Devices business Communications Co. Ltd.


Name: Name:

Title: Title:

Date: Date:

Annex A - Commercial Requirements for the Wireless Power Consortium

Wireless Power Consortium Charter - Oct 23, 2008 Page A-1

Annex ACommercial Requirements

of theWireless Power Consortium

Final – October 23, 2008

Introduction

• This document describes the desired features of the wireless power standard.

• It may turn out that a technical work group determines that support for a feature will

– delay the release of the specification significantly, or– increase the Bill-Of-Materials for products significantly, or– impact the energy efficiency or safety of the products significantly, – or will otherwise technically not be feasible.

• In that case the Steering Group may decide to change these commercial requirements.

Applications

• The application is limited to charging batteries(1) and devices containing batteries.– We don’t target direct operation (‘direct operation’ means that power is directly used to

power a motor, or to provide heat) – We will support for a wide range of battery technologies, including dry cell.

• The application is limited to proximity power transfer– The transmitter and the recipient are close together (typically less than 1 cm)

• The products that will benefit from wireless power are – Smartphones, Portable music and video players, Phones, Batteries and battery packs,

Advanced remote controls, Computer peripherals, Headsets and small peripherals, Notebook computers, Shavers, Toothbrushes, Digital still cameras, Camcorders, and other portable electronic products.

– The sequence in the list has no intended meaning and the list is not exhaustive.

(1) The term ‘battery’ is meant to include other methods for storing electrical energy such as (ultra)capacitors

Categories and roadmap

• The consortium will first develop a solution that is suitable for smartphones, mobile phones, and products with similar power needs and similar dimensions.

– The standard should enable wireless charging times comparable with current wired charger for the majority of the smart phone market

– The first generation of transmitter products must all be capable of providing a guaranteed power level with margins

– we aim to set the guaranteed power level between 4 and 5 Watt– the margins will be in the order of 10% to be determined by a technical working groupthe margins will be in the order of 10%, to be determined by a technical working group.– this will guarantee a consistent user experience– receivers may take less than the guaranteed power level– technical working groups must still prove that this level can be supplied safely.

• The first generation of wireless chargers should also be capable of charging small devices– note that these small devices will not be able to receive 4 or 5 Watt

– A transmitter should be able to transmit at least 0.5 Watt to as small receiver

– efficiency for power transfer to these small devices may be significantly less than for smartphones.• The solution for notebooks and other high-power applications will be developed later.

– requirements for this category will be developed at a later stage

Control Communication

• The Wireless Power Standard will need a communication protocol for control of the interface.

– for detection that a recipient is positioned on the power transmitter– for identification and authentication of the recipient,– for control of power transfer

– The recipient must at least be able to turn the transmitter power “on/off” (1). – For optimization of efficiency is may be useful to also support a gradual power scaleFor optimization of efficiency is may be useful to also support a gradual power scale

– for transfer of status information from recipient to power supply– needed for the display of status information (see slide on status information)

• The Wireless Power Standard will not need facilities for high-speed communication of application data (e.g. audio and video) in addition to the control communication between transmitter and receiver

– Existing data communication standards are sufficient.– The power recipients may use existing standards for high-speed data communication

(e.g. 802.11, Bluetooth, 3G, etc).

(1) Or the transmitter decides to turn the power off, based on information obtained from the receiver.

Status Information

• The logo guidelines should impose a minimum set of requirements on what should be displayed the transmitter-side of the interface such as Power-On, Charging, Error…

– this guarantees support for recipients that have no display or LEDs that indicate their status.

– the exact minimum set needs further study and will be defined later

• The standard must enable the power transmitter to display status information about the product(s) that are under charge.

– the interface must support a minimum set of status information bytes to be transferred by the recipient to the transmitter

– charging status “charging” or “full” and some error conditions.– the exact minimum set needs further study will be defined later

• Products manufacturers are free to design their own method for informing users (LEDs, LCD screen, Sound, etc.)



Safety

• The power transmitter must be able to positively identify a compliant power recipient

– to prevent accidental power transmission into non-compliant products• The power recipient must be able to positively identify a compliant power

transmitter – to prevent out-of specification power transmission from a non-compliant product

f• Products that carry the logo must meet minimum safety requirements. – The consortium will analyze possible failures and risks, and determine what measures

are needed in– the specification of the interface – receiver products that carry the logo– transmitter products that carry the logo

• Magnetic flux leakage into batteries shall be limited– The effect of flux on the safety of different types of batteries to be investigated– Parasitic(1) power leakage must be detected and limited to prevent unwanted heating

of materials placed on the surface during charging.

(1) Parasitic power leakage occurs when the magnetic induction field is absorbed in coils or metal objects that are placed close to a receiver.

Idle power consumption

• Low idle power (also called ‘standby power)’ is a top priority.– Idle mode includes operation:

– when no recipient is on the surface of the power transmitter– when a fully charged recipient is on the transmitter

– The target for idle power will follow international trends in regulation for stand by power of power suppliesfor stand-by power of power supplies.

– Today that target is 0.5 W or less but it will soon be reduced to 0.3 W

– Power transmitters that carry the logo must achieve an idle power equivalent with Energy Star Level 4 and other idle power standards that exist in Japan, Europe, the US and China.

Power-Transfer Efficiency

• We will set different targets for the power-transfer efficiency of transmitters and receivers

– The exact minimum efficiency levels will be determined by technical working groups.– The efficiency of a power transmitter is objectively measured using a ‘reference

receiver’.– The efficiency of a power receiver is objectively measured using a ‘reference

transmitter’transmitter .– The reference receiver and reference transmitter are simple implementations,

described in the standard. Products may differ from these reference implementations.• The minimum efficiency target for receivers can be lower than the efficiency

target for transmitter, but not very low, to guarantee a reasonable system efficiency.

• Power transmitters that carry the logo must achieve an efficiency equivalent with Energy Star Level 4(1) and other energy efficiency standards that exist in Japan, Europe, the US and China.

(1) Wireless power transfer does not map exactly on the existing standards for the efficiency of AC/DC adaptors. The consortium may need to co-operate with standardization bodies to define energy efficiency standards that are applicable for wireless power transfer.

Shape of transmitter and receiver

• The surface of the transmitter is flat, within margins– the maximum deviation from flatness to be determined based on

experiments and calculations.

• The shape and design of receivers is not restricted.– non-flat receivers will have reduced power and reduced efficiency,

but must meet the minimum efficiency targets for receivers

Free Positioning

• The standard must support transmitters with fixed positioning of receivers and transmitters with free positioning of receivers.

– ‘Free positioning’ means uniform charging across the charging surface without fixed or directional position requirements

– ‘Fixed positioning’ means that power transfer is possible only on precisely defined positions on the surface of the transmitterA receiver with the logo should be able to charge in free positioning and in fixed– A receiver with the logo should be able to charge in free-positioning and in fixed positioning transmitters

• A power transmitter with the logo does not have to support free positioning– But when a power transmitter with the logo does support free positioning, the

requirements for the efficiency have to be fulfilled independently of the position of the receiver.

• The standard should enable a power transmitter with fixed positioning to give feedback to the user about correct positioning.

Multi-device charging

• The standard must enable optional charging of more than one recipient on a power transmitter

– It is not mandatory to support multi-device charging in a power-transmitter– The power transmitted to a receiver shall not depend on the number of receivers that

are concurrently charged by the transmitter(1)

– A receiver with the logo should be able to charge in single and multi-device transmitter

• The standard must make it possible to add a second recipient to the power transmitter when the first recipient is not yet fully charged.

– Each recipient must be able to turn on/off the transmitter’s power locally without impacting the charging status of other devices.

• The design of proper user feedback is a challenge for multi-device charging.– This user feedback method will not be standardized and the challenge is left for

product designer.

(1) In other words: a receiver will not get less power when a second receiver is placed on the surface of the transmitter.



Regulatory approval (EMI)

• The standard shall use spectrum that is not regulated (or can be used without license for this application)

• Products that implement the wireless power standard need to comply with local regulations for emissions and immunity to p y g yinterference.

– The standard shall make it possible to create products that meet the regulatory requirements in the US, Europe, Japan and China.

– It is the responsibility of the product manufacturers to comply with the regulations. Compliance with the standard does not imply that the product meets the regulatory requirements.

Regulatory approval (EMF)

• Products that implement the wireless power standard need to comply with local regulations for limiting exposure of consumers to electromagnetic radiation.

– In most countries these regulations are based on WHO guidelines:ICNIRP “Guidelines for limiting exposure to time-varying electric, magnetic

f ( G )and electromagnetic fields (up to 300 GHz)”, April 1998. This includes distance = 0 (body parts placed directly on top of the transmitter, or on top of a receiver that receives power).

– The standard shall make it possible to create products that meet these WHO guidelines.

– It is the responsibility of the product manufacturers to comply with the regulations. Compliance with the standard does not imply that the product meets the regulatory requirements.

Interference with communication in the receiver

• The standard must make it possible to charge while making phone calls with the phone, using e.g. a Bluetooth headset.

• The standard shall make it possible to transmit power to recipients without interfering with data communication over 802.11, Bluetooth, Zigbee Dect GSM UMTS CDMA digital TV NFC and GPS in theZigbee, Dect, GSM, UMTS, CDMA, digital TV, NFC and GPS in the same recipient.

– the technical group will specify the list of the standards to be tested against.

• A power supplies that carries the logo shall not interfere with 802.11, Bluetooth, Zigbee, Dect, GSM, UMTS, CDMA, digital TV, NFC, and GPS communication by recipients.

Interference with non-compliant objects

• A power transmitter that carries the logo shall not destroy credit cards, smartcards, RFID tags, or NFC cards, placed on the surface, or in the vicinity of power recipient.

• A power transmitter that carries the logo shall not destroy data p g ystorage in memory cards, hard disk drives, or magnetic tapes

• A power transmitter that carries the logo shall not generate heat in non-compliant objects that are placed on the surface.

Logo

• The purpose of the logo is to:– indicate compatibility between power transmitters and receivers– indicate minimum product quality aspects, such as

– product safety– energy efficiency, and

electromagnetic field emissions– electromagnetic field emissions

• Products that carry the logo need certification by an independent testing lab.

– for example UL http://www.ul.com/ and TÜV http://www.tuv.com/

– certification criteria will be described in the “logo guidelines”

Other requirements

• It must be possible to charge a product that lost internal power (e.g. a critically low battery).

• The standard should enable rapid detection of the presence of a recipient

– the goal is to give user-feedback in less then 0.5 second(1).– start of power transfer may take longer

• It must be possible to place a power transmitter on top of a metallic table without notably impacting the functionality and specifications.

(1) For free positioning and large surface areas it may be difficult to detect the presence of a receiver in 0.5 seconds. In that case, a technical workgroup will need to investigate the tradeoff between detection speed, cost, and idle power consumption.

Wireless Power Consortium Charter - Oct 23, 2008 Page B-1

Annex B Regular Membership Agreement

DATE: ________________ (the "Member’s Effective Date")

PARTIES:

(1) The Current Members; and

(2) [Insert name of third-party] whose registered office is at [Address] ("New Member")

WHEREAS

The parties to the Wireless Power Consortium Charter of October 27, 2008 (the "Founding Members") have entered into an agreement for the creation and operation of a consortium to realize a technological solution for wireless transfer of electrical power (the "Consortium"). This Wireless Power Consortium Charter is attached hereto as Schedule A;

The Members have subsequently executed an amendment to the Wireless Power Consortium Charter (“First Amendment”). This First Amendment is attached hereto as Schedule B;

It is the intention of the Consortium that it should be open for participation by third-party legal entities which agree with, are committed to and can reasonably demonstrate their ability and willingness to contribute actively and sufficiently to the agreed Objectives of the Consortium. Once a third-party has been approved under the approval procedures outlined in clause 3.3 of the Wireless Power Consortium Charter and has signed this Membership Agreement it becomes a member of the Consortium. The Founding Members and previously approved new Members are herein together "Current Members".

By signing the terms of this Membership Agreement, New Member accepts the terms and conditions of the Wireless Power Consortium Charter including the First Amendment; and

The Steering Group has approved the acceptance of New Member as Member of the Consortium, in accordance with the provisions of clause 3 of the Wireless Power Consortium Charter;

Now it is hereby agreed as follows:

1 Interpretation

Words and expressions defined or given a special meaning in the Wireless Power Consortium Charter shall have the same meanings where used herein.

2 Application Of The Wireless Power Consortium Charter

On and from the Member’s Effective Date:

(a) New Member shall be a party to the Wireless Power Consortium Charter and the Wireless Power Consortium Charter shall be incorporated by this reference as an integral part of this Membership Agreement and be binding between New Member and Current Members.

(b) New Member may enforce the Wireless Power Consortium Charter against any of the Current Members, and each of the Current Members may enforce the Wireless Power Consortium Charter against New Member in all respects.

Wireless Power Consortium Charter - Oct 23, 2008 Page B-2

3 Duration

This Membership Agreement shall continue from the Member’s Effective Date for the duration of the Wireless Power Consortium Charter or until New Member has withdrawn, or was removed, from the Consortium pursuant to clause 6 of the Wireless Power Consortium Charter.

4 Notices

All notices or communications to be given under this Agreement, pursuant to clause 24 of the Wireless Power Consortium Charter, shall, with respect to New Member, be addressed to:

name: … address: … tel.: … e-mail: …

This Membership Agreement has been entered into the day set out above between the parties hereto. It has been prepared in two originals of which New Member and the signatory on behalf of the Current Members have received one original each.

SIGNED FOR AND ON BEHALF OF [NAME of NEW MEMBER]

SIGNATURE:

NAME:

POSITION:

Date:

SIGNED FOR AND ON BEHALF OF THE CURRENT MEMBERS by

SIGNATURE:

NAME:

POSITION:

Date:

Please don’t use this text for membership applications. Use the application form that is available from the website at: /about/how-to-join.html

Wireless Power Consortium Charter - Oct 23, 2008 Page C-1

Annex C Associate Membership Agreement

DATE: ________________ (the "Member’s Effective Date")

PARTIES:

(1) The Current Members; and

(2) [Insert name of third-party] whose registered office is at [Address] ("New Member")

WHEREAS

The parties to the Wireless Power Consortium Charter of October 27, 2008 (the "Founding Members") have entered into an agreement for the creation and operation of a consortium to realize a technological solution for wireless transfer of electrical power (the "Consortium"). This Wireless Power Consortium Charter is attached hereto as Schedule A;

The Members have subsequently executed an amendment to the Wireless Power Consortium Charter (“First Amendment”). This First Amendment is attached hereto as Schedule B;

It is the intention of the Consortium that it should be open for participation by third-party legal entities which agree with, are committed to and can reasonably demonstrate its ability and willingness to contribute actively and sufficiently to the agreed Objectives of the Consortium. Once a third-party has been approved under the approval procedures outlined in clause 3.3 of the Wireless Power Consortium Charter and has signed this Associate Membership Agreement it becomes an Associate Member of the Consortium. The Founding Members and previously approved new Members are herein together "Current Members".

By signing the terms of this Associate Membership Agreement, New Member accepts the terms and conditions of the Wireless Power Consortium Charter including the First Amendment; and

The Steering Group has approved the acceptance of New Member as an Associate Member of the Consortium, in accordance with the provisions of clause 3 of the Wireless Power Consortium Charter;

Now it is hereby agreed as follows:

1 Interpretation

Words and expressions defined or given a special meaning in the Wireless Power Consortium Charter shall have the same meanings where used herein.

2 Application Of The Wireless Power Consortium Charter

On and from the Member’s Effective Date:

(a) New Member shall be a party to the Wireless Power Consortium Charter and the Wireless Power Consortium Charter shall be incorporated by this reference as an integral part of this Associate Membership Agreement and be binding between New Member and Current Members.

(b) New Member may enforce the Wireless Power Consortium Charter against any of the Current Members, and each of the Current Members may enforce the Wireless Power Consortium Charter against New Member in all respects.

Wireless Power Consortium Charter - Oct 23, 2008 Page C-2

3 Duration

This Membership Agreement shall continue from the Member’s Effective Date for the duration of the Wireless Power Consortium Charter or until New Member has withdrawn, or was removed, from the Consortium pursuant to clause 6 of the Wireless Power Consortium Charter.

This Membership Agreement has been entered into the day set out above between the parties hereto. It has been prepared in two originals of which New Member and the signatory on behalf of the Current Members have received one original each.

4 Special Provisions for Associate Members

Notwithstanding anything in the Wireless Power Consortium Charter or herein, an Associate Member shall:

(i) Have no representation on the Steering Group

(ii) Have no right to participate in Work Groups

(iii) Have access only to such Confidential Information as shall be authorized by the Steering Group.

5 Notices

All notices or communications to be given under this Agreement, pursuant to clause 24 of the Wireless Power Consortium Charter, shall, with respect to New Member, be addressed to:

name: … address: … tel.: … e-mail: …

SIGNED FOR AND ON BEHALF OF [NAME of NEW MEMBER]

SIGNATURE:

NAME:

POSITION:

Date:

SIGNED FOR AND ON BEHALF OF THE CURRENT MEMBERS by

SIGNATURE:

NAME:

POSITION:

Date:

Please don’t use this text for membership applications. Use the application form that is available from the website at: /about/how-to-join.html

Wireless Power Consortium Charter - Oct 23, 2008 Page D-1

Annex D Voting Rules for the Steering Group and Work

Groups This version of the voting rules includes the changes approved by the Steering Group in June 2010 and August 2016

Decision Related Clause

Quorum Required Majority

Decision by the Steering Group to modify the Voting Rules in this Annex D

9.4 All Regular Members

Consensus

Decision by the Steering Group to dissolve the Consortium

18 All Regular Members

Qualified Majority

Decision by the Steering Group to admit a new Regular Member to the Consortium

3.3 65% of all Regular Members

Qualified Majority

Decision by the Steering Group to admit a new Associate Member to the Consortium

3.3 Chair and vice-chairs of the Steering Group

Qualified Majority (3 affirmative votes is enough with 1 chair and 3 vice-chairs)

Decision by the Steering Group to increase the maximum number of Regular Members


Qualified Majority

Decision by the Steering Group to send notice of material breach to a Member


Qualified Majority

Decision by the Steering Group to initiate legal proceedings


Qualified Majority

Decision by the Steering Group to remove a Member from the Consortium

6 65% of all Regular Members

Qualified Majority

Decision by the Steering Group to change the annual membership fee for Regular Members

8 All Regular Members

Consensus

Decision by the Steering Group to change the annual membership fee for Associate Members


Qualified Majority

Decision by the Steering Group to share a specific expense between the Members


Consensus

Decision by the Steering Group to approve expenses by the Administrator


Qualified Majority

Wireless Power Consortium Charter - Oct 23, 2008 Page D-2

Decision Related Clause

Quorum Required Majority

Decision by the Steering Group to appoint, or discharge, the Chair or Vice-Chair


Qualified Majority

Decision by the Steering Group to approve an update of Annex A (Commercial Requirements).

Annex A

65% of all Regular Members

Qualified Majority

Decision by the Steering Group to approve, for making available to third parties, Wireless Power Specifications, Logo Guidelines, and new versions thereof.

n.a. 65% of all Regular Members

Qualified Majority

Decision by the Steering Group to establish or dissolve a Work Group, including its objectives, work procedures, chairperson and vice chairperson


Qualified Majority

Decision by the Steering Group to publish a press release


Qualified Majority

Decision by the Steering Group to allow the assignment or transfer any or all of its rights, benefits or obligations under this Agreement to another Member or a third-party


Qualified Majority

All other decisions by the Steering Group


Majority

All decisions by Work Groups, Task Forces, and Application Groups

n.a. 50% of Members with voting rights in the meeting of that group1

Majority

This version of the voting rules includes the changes approved by the Steering Group in June 2010 and August 2016

1 Regular Members and Members that signed the “Associate Membership Agreement with Full

Access Rights” (“Full Members”) have voting rights in Work Groups, Task Forces, and Application Groups, provided they participated in 2 out of 3 previous meetings of the group. Only group meetings during regular WPC meetings count. For group meetings with multiple sessions during the week, it is sufficient to participate in one session. Participating by WebEx counts.

Wireless Power Consortium Charter - Oct 23, 2008 Page E-1

Annex E First Amendment

WHEREAS the parties believe that RAND Terms in combination with RF Terms and/or Favorable Royalty Terms (as defined below) promote growth of the market while recognizing development costs necessary to bring these new products to market and providing an acceptable return on investment for all parties; and

WHEREAS, the parties desire to amend the Wireless Power Consortium Charter (the “Charter”), to which they are all parties, to reflect this belief,

NOW THEREFORE, the Charter is hereby amended by addition of the following Definitions to article 1.1 and by substitution of the text marked “12.1” for the existing article 12.1 of the Charter. With the exception of these express changes, the Charter continues in effect without change.

1.1 (Additional) Definitions

“Effective Amendment Date” means the date on which all Members have signed one or more counterparts of this amendment to the Charter, provided the signature date of the last to sign is no later than sixty (60) days from the signature date of the first to sign.

“Transmitter” means a device that transmits the wireless power charging signal.

“Compliant Transmitter” means a Transmitter that is fully compliant with the Approved Wireless Power Specification and has been verified and certified as fully compliant with the Logo Guidelines.

“Receiver” means a finished product sold to end-user consumers that receives the wireless power charging signal. For the avoidance of doubt, and without limitation, a product that can receive wireless power but needs to be combined with another product to create the capability to consume the power, is not a finished product and not a Receiver under this definition. For the further avoidance of doubt, and without limitation, a battery with the integrated capability to charge with power received from a wireless link is a Receiver under this definition.

“Compliant Receiver” means a Receiver that is (i) fully compliant with the Approved Wireless Power Specification, and (ii) has been verified and certified as fully compliant with the Logo Guidelines.

“RF Terms” means royalty free terms and conditions that do not require the licensee to pay any royalty or similar monetary compensation but which terms otherwise conform to RAND Terms. For the avoidance of doubt, and without limitation, RF Terms may include certain commercial terms and other terms (including but not limited to restrictions on sale, other contractual conditions or provisions to address patent exhaustion).

“Promotion Period” means the period beginning on the Effective Amendment Date and ending on 31 December 2014.

“Significant Installed Base” means that cumulative distribution for sale to end-user consumers of Compliant Receivers has reached 50 million units, as reported by In-Stat (http://www.instat.com/), or in case In-Stat does not provide such report, determined by similar independent market research.


“Low Power Receiver” means a Receiver that is not capable of receiving more than 5 watts of charging power from a Transmitter; provided however, that the term “Low Power Receiver” will not include any Power Accessory, Medical Device, or Power Tool.

“Compliant Low Power Receiver” means a Low Power Receiver that is fully compliant with version 1.0, or later revisions thereof with the same scope, of the Approved Wireless Power Specification and has been verified and certified as fully compliant with the Logo Guidelines.

“Compliant Other Receiver” means a Receiver that is not a Compliant Low Power Receiver but that is otherwise fully compliant with the Approved Wireless Power Specification and has been verified and certified as fully compliant with the Logo Guidelines.

“Favorable Royalty Terms” means: (a) RF Terms, if at the end of the Promotion Period a Significant Installed Base has been reached; and (b) otherwise, RAND Terms.

“Power Accessory” means any accessory or peripheral, that is used with or intended to be used with a portable electronic device, where such accessory or peripheral receives wireless power and supplies the received power to the portable electronic device via the external power connector of this portable electronic device. For the avoidance of doubt, without limitation, the term “Power Accessory” will include cases, docks, sleeves, adapters, dongles or other non-integrated devices which transfer power into the mobile device, and will not include Bluetooth® headsets, GPS receivers, or other non-integrated devices that do not transfer power into the mobile device.

“Medical Device” means any implement, machine, implant, instrument, apparatus, appliance, product, device or article of manufacture including but not limited to any component, part, or accessory of same that is designed for, that is used for or intended to be used for medical purposes including but not limited to purposes of diagnosis, prevention, monitoring, mitigation, curative purposes, therapeutic purposes, and/or surgical purposes. The term “Medical Device” includes but is not limited to blood sugar or blood glucose meters, blood pressure measuring devices, heart monitors, thermometers and artificial limbs.

“Power Tool” means any tool that is powered by an electric motor or other motor that operates using or runs on electricity and converts electrical energy into mechanical energy including but not limited to drills, saws, screwdrivers, impact drivers, hammers, nail guns, sanders, paint guns, painting tools, heat guns, and grinders.

12.1 Each Member undertakes to grant or cause the grant, on its own behalf and on behalf of its Affiliated Companies and, subject to faithful performance of license terms, non-exclusive, non-transferable, non-sublicenseable, world-wide licenses:

(a) on RAND Terms under its Essential Patents to make, use, sell, offer to sell, import and otherwise dispose of Compliant Transmitters,

(b) on RAND Terms under its Essential Patents to make, use, sell, offer to sell, import and otherwise dispose of Compliant Other Receivers,

(c) on RF Terms during the Promotion Period under its Essential Patents solely to make, use, sell, offer to sell, import and otherwise dispose of Compliant Low Power Receivers, and

(d) on Favorable Royalty Terms after the Promotion Period under its Essential Patents solely to make, use, sell, offer to sell, import and otherwise dispose of Compliant Low Power Receivers.

Subject to Clause 17 of the Charter, the Members expect that the aggregated royalty on Compliant Low Power Receivers, payable to Members, will not exceed 10% of the Bill of Materials (BOM) cost of the additional components needed in order for such Receivers to be fully compliant with the Approved Wireless Power Specification and to be verified and certified as fully compliant with the Logo Guidelines.


Each Member makes the foregoing undertaking to the other Members and the Associated Companies who give the equivalent undertaking to such Member and its Associated Companies, and each Member also makes such undertaking to any third party which may request such licenses and which gives an equivalent undertaking in return. For the avoidance of doubt, only patent claims which are Necessary Claims fall within the scope of these undertakings. For purposes of this clause Essential Patents shall be deemed Essential Patents of a Member if they are owned, controlled or licensable (without need to pay royalties or other consideration to third parties other than its employees) by the Member.

For the avoidance of doubt, the Members understand and hereby expressly agree that no undertaking or licensing obligation hereunder (or pursuant to the Consortium in any way) shall require or extend to include: (i) patents or claims related to implementations of other recognized standards, even if those are referenced in the Approved Wireless Power Specification; (ii) any portions of products or devices other than those wireless charging portions of a product or device which are needed in order to comply with an Approved Wireless Charging Specification; or (iii) to semiconductor manufacturing or semiconductor process intellectual property.

In witness whereof, the undersigned have set their names as of the dates indicated:

Member Signature Title Date

ConvenientPower

Fulton

Hosiden Corporation

Leggett & Platt

National Semiconductor

Olympus Imaging Corporation

Philips

Procter & Gamble

Samsung Electronics Co.

Sang Fei

Sanyo

ST-Ericsson

Texas Instruments

Documents

Wireless Power Consortium Charter · the Steering Group, demonstrates its ability and willingness to contribute actively and usefully to the Objectives, so long as the maximum agreed