Antitrust Policy

The Carbon Business Development Council, Inc. (the “Nonprofit ”) intends to conduct all of its affairs in compliance with the antitrust laws of the United States and, as applicable, the antitrust laws of the states within the United States and the antitrust/competition laws of other countries (generally, “Antitrust Laws”) in which the Nonprofit conducts activities.

The Nonprofit agrees that these Antitrust Laws have been enacted to preserve and promote equitable, free, and open competition. This competition ultimately benefits both consumers and companies by incentivizing innovation and efficiency. Certain types of activities conducted by organization participants may be subject to scrutiny as being anti-competitive and violating the Antitrust Laws, which could have serious consequences both for the Nonprofit and for all participating/member companies. In order to minimize exposure of the Nonprofit and participating/member companies to liability for violating the Antitrust Laws, the Nonprofit and each member or other participant (for purposes of this Policy, a “Member”) agree to abide by the following guidelines when participating in the activities of the Nonprofit.

GUIDELINES

1. Neither the Nonprofit nor its committees and activities shall be used for the purpose of bringing about or attempting to bring about any understanding or agreement, written or oral, formal or informal, express or implied, between and among competitors with regard to their prices, terms or conditions of sale, distribution, volume of production, territories, customers, credit terms or marketing practices.

2. The Nonprofit and its Members, in connection with their participation in the Nonprofit, shall not attempt to prevent any person from gaining access to any market or customer for goods and services, or attempt to prevent any person from obtaining a supply of goods or services or otherwise purchasing goods or services freely in the market. (This paragraph is not intended to preclude the Nonprofit or a Member from disclosing and asserting its intellectual property rights.)

3. The qualifications for participation in the Nonprofit are set forth in the corporate documents of the Nonprofit, and any governing membership agreement, which may be updated by the  Nonprofit from time to time. No applicant for participation, who otherwise meets the qualifications set forth therein, shall be rejected for any anti-competitive purpose or for the purpose of denying such applicant the benefits of participation.

4. Each Member in the Nonprofit is obligated and expected to exercise its independent business judgment in conducting its business activities, including: determining market strategy, pricing its services and/or products, negotiating with its customers and suppliers, and selecting the markets in which it will compete.

5. During the course of the activities of, or sponsored by the Nonprofit, Members should refrain from disclosing information to any other Nonprofit that is not reasonably related to the legitimate purposes of such activities. Members that are actual, or potential competitors, shall refrain from discussions pertaining to their prices, discounts or terms or conditions of sale or licensing of products or services, pricing methods, profits, profit margins or cost data, production plans, market shares, sales territories or markets, allocation of territories or customers, or any limitation on the timing, cost or volume of their research, production or sales.

6. The Nonprofit and its Members, in connection with their participation in the Nonprofit, shall not enter into any agreement or understanding among themselves to refrain, or to encourage others to refrain, from purchasing any raw materials, products, equipment, services or other supplies from any supplier or vendor or from dealing with any supplier or vendor.

7. Nothing in the Nonprofit’s Bylaws, terms of membership, or other document or policy shall be construed as restricting the right of any Member of the Nonprofit to independently contract, purchase or sell any technology or otherwise deal in, directly or indirectly, competitive products or services independent of any items developed or delivered by other Members and/or non-Members of the Nonprofit.

8. The Nonprofit and each Member, in connection with the activities of the Nonprofit, shall use their best reasonable efforts to comply in all respects with the Antitrust Laws.

9. This Policy is conservative and intended to endorse and promote compliance with the Antitrust Laws, not to create duties or obligations beyond what the Antitrust Laws require. In the event of inconsistency between this Policy and the Antitrust Laws, the governing Antitrust Laws shall control in all instances.

10. This Policy shall be routinely promulgated to all directors, officers, employees and Members of the Nonprofit, and all such persons shall be required to abide by this Policy.