The policy of CleanApps.org is to comply fully with state, federal, and (to the extent applicable) international antitrust law. It is extremely important that all Members be aware of the types of activities prohibited by antitrust laws. These Antitrust Guidelines (the "Guidelines") were prepared in order to maintain compliance with antitrust laws. However, you should note that these Guidelines are a general guide only; they are not intended to be a complete statement of all aspects of antitrust law.
The penalties for violating antitrust laws can be quite severe, including large fines and even imprisonment of individuals found guilty of illegal conduct. Moreover, the U.S. Supreme Court has ruled that trade and other non-profit consortia may be held legally responsible for unauthorized, as well as authorized, acts of its members. Accordingly, every effort must be made to avoid even the appearance of impropriety. While legal counsel may be present at a meeting, each Member has the responsibility in the first instance to avoid raising subjects for discussion that may run afoul of the antitrust laws.
In order to assure full compliance, the following policies and procedures are to be followed by all Members of CleanApps.org and by all representatives of any Member of CleanApps.org:
- At any meeting of CleanApps.org, or in any communication between representatives of Members involving any business of CleanApps.org, there shall be no discussion of any of the following topics or subject:
- Prices (past, present, or future) charged by individual companies for products or services;
- Industry pricing policies, price levels, price changes, differentials, or the like;
- Sales or license terms or conditions set by Members;
- Changes or proposed changes in prices or license terms or conditions set by any Member to any customer or supplier (including any discussions of price stabilization);
- Internal methods, procedures, or means to establish prices or license terms;
- Discounts, credit terms, minimum purchase commitments, discount schedules or levels, maximum or minimum pricing, or fair profit levels;
- Any act, practice, or conduct which could in any way ever be construed as an agreement among members to boycott a particular supplier or customer (i.e., an agreement to refuse to deal with a particular supplier or customer);
- Any act, practice, or conduct which could in any way ever be construed to constitute an agreement among members to control, limit or restrict the output or sales, independent research or product development plans of any member;
- Any act, practice, or conduct, which could in any way ever be construed to constitute an agreement to divide territories, markets or customers;
- Individual company current or projected cost of procurement, development or manufacture of any product;
- Individual company market shares for any product or for all products; or
- Any of the above matters during social gatherings incidental to CleanApps.org-sanctioned meetings, even in jest.
- Any organization or entity that satisfies CleanApps.org’s membership criteria may join CleanApps.org. Membership is non-exclusive. Accordingly, Members are not precluded from joining any similar organizations.
- All meetings of CleanApps.org (and working groups thereof) shall be pursuant to a written agenda. Minutes shall be taken. The conduct of any meeting of CleanApps.org (or any working group thereof) shall be limited to subjects within the proper purpose of CleanApps.org, as approved by the Board of Directors. Members are strongly discouraged from conducting informal sessions preceding or following the formal meeting. However, if any such informal sessions do occur, none of the Members shall discuss any of the topics listed in paragraph 1.
- Any specific questions relating to antitrust compliance not addressed in these Guidelines should be forwarded to counsel for CleanApps.org or your own legal counsel. The purpose of such consultation is to give counsel the opportunity to assess the permissibility of a practice in advance and to allow members to gain the advantage of counsel’s advice. Any error may be very costly to the Member and to CleanApps.org.