Membership Agreement for the Enterprise Architecture Body of Knowledge Consortium 

This Enterprise Architecture Body of Knowledge (“EABOK®”) Consortium Membership Agreement (hereinafter referred to as “Agreement”) is entered by and among Members (as defined below).  Each respective Member is bound by the terms herein as of the Effective Date corresponding to that Member.

I.     Introduction

The EABOK® effort serves as a focal point for the evolution of Enterprise Architecture (“EA”) knowledge for the EA community.  The objective of the EABOK® is to create a website-based body of knowledge that will evolve with the practice of EA to capture and share the most recent EA knowledge.  This is achieved by inviting contributions and guidance from professional organizations, academia, and industry practitioners.

The EABOK® is governed by a Consortium that includes a Host Organization, Advisory Board, Editorial Review Board, and Individual Members, as defined below.  The EABOK Consortium Bylaws, Version 2.0 are posted under “Governance” on www.eabok.org. 

The EABOK® operates as a collaborative development organization.  Authors from the EA community may submit information for inclusion in the EABOK® which may either be new, specifically written for the EABOK®, or abstracts of previously existing material, such as books, journal articles, and existing websites. 

II.     Purpose

The purpose of the EABOK® Consortium is to advance the EABOK, raise awareness, and generate support for the EABOK’s mission.  The main purpose of this Agreement is to provide an avenue for collaboration that protects the Members’ intellectual property and proprietary information.  This Agreement also briefly outlines the governance structure, which is described further in the EABOK Consortium Bylaws, and the rights and responsibilities of Consortium Members.

III.   Definitions

1. Member – Any organizational entity or individual person that has signed this Agreement and whose membership in the Consortium is in good standing.
2. Consortium – An association of Members managing and governing the EABOK®.
3. Individual – A person who is either an individual Member or represents an organization Member. All governance functions are performed by, and all governance groups are populated by, Individuals.
4. Advisory Board – A group of Consortium Members who provide strategic counsel, ideas, individual advice, to the Chairperson and help grow and evolve the content of the EABOK®.
5. Chairperson – An Individual chosen by the Host Organization to lead the Consortium. In addition to leading the Advisory Board, the Chairperson is an EABOK® website Host Organization representative who ensures that all material approved by the Advisory Board and Editorial Review Board meet the Host Organization’s legal and information release policies.  The website Host Organization is The MITRE Corporation or its successor-in-interest as determined in accordance with the provisions of this Agreement and the EABOK Consortium Bylaws.
6. Editorial Review Board (“ERB”) – A group of Members who review and recommend content for inclusion in the EABOK®, and determine where such content fits within the knowledge structure.
7. Effective Date – The date of a respective Member’s signature on this Agreement.

IV.   Membership and Organization

There are two ways to join the Consortium:

• By Invitation—From the Advisory Board to select individuals from industry, academia, and government.
• By Application—Individuals with EA-related expertise from industry, academia, and government may apply for membership in the Consortium. Membership is determined at the discretion of the Chairperson after consultation with the Advisory Board.

Organizations are entitled to have multiple Individuals represent them in the Consortium.  However, no Member organization may be represented by more than one (1) Individual on the Advisory Board at any one point in time. 

All Members will act in accordance with this Agreement.  Organizations agree to support their Individual representatives in the performance of his/her role in the Consortium.  Organizations further agree that any coordination or approvals among their Individual representatives are the responsibility of the Member organization and not the Consortium.

The EABOK Host Organization will maintain the Consortium membership list.

Activities of Consortium Members may include:

• Defining and conducting EABOK-related projects.
• Participating in community events that raise EABOK awareness.
• Contributing content—All Consortium Members are encouraged to regularly contribute content to the EABOK (e.g. website pages and articles). Content intended for publication of the EABOK website is subject to approval by the Advisory Board and ERB.
• Supporting activities that further the EABOK vision (e.g. writing white papers, participation in workshops, and discussion forums).
• Serving as a source for potential candidates for Advisory and Editorial Board membership.

V.     Meetings

Meetings will be scheduled from time to time as determined by the Advisory Board and the Consortium Members.   

VI.   Withdrawal or Removal of a Member

Members may terminate this Agreement and cease participation in the Consortium at any time by sending a written notice to the Chairperson.  A Member’s Agreement may be terminated upon a simple majority vote of the Advisory Board in favor of terminating that Member’s Agreement.  Such termination shall be in the Advisory Board’s sole discretion and shall be effective immediately upon such vote.

VII.  General

The EABOK® Consortium is formed exclusively as a non-profit entity.  Nothing contained in this Agreement and no action taken by an Individual shall be deemed to render the Individual an employee, agent, or representative of the Consortium, or shall be deemed to create a partnership, joint venture, or syndicate between or among any of the other Members or with the Consortium.  Members are not authorized to bind the Consortium or its other Members to any contractual obligations.  Each Member is solely responsible for his/her actions and omissions, and each organization Member is solely responsible for the actions and omissions of its Individual representatives.

VII.  Decision-Making

Major decisions concerning the EABOK® governance process, changes to this Agreement, or Consortium activities shall be made by a simple majority of the Advisory Board. 

VIII. Intellectual Property

All intellectual property will remain the intellectual property of the contributing party or current holder and no license to any intellectual property is granted or implied unless subject to a separate licensing agreement.  Any intellectual property jointly developed or created by Member(s) in the course of participating in the EABOK® or related to the EABOK® shall be exclusively owned by the Consortium.  The Members agree to execute any document or instrument the Consortium deems reasonably necessary to enable the Consortium to apply for, prosecute, and obtain copyrights, patents, or other proprietary rights in order to transfer to the Consortium all rights, title, and interest in said intellectual property.  Any such intellectual property shall be freely available to all active Members.

IX.  Costs and Expenses

Members participating in Consortium activities and EABOK® governance functions will bear their own costs and expenses such as travel, employee compensation, and incidental expenses.

X.   Confidentiality and Publicity

All information submitted for inclusion in an EABOK® website shall be considered and treated as public and non-confidential.  General discussions and information exchanged by Members during the operation of EABOK® is non-confidential.  However, the parties may exchange non-public or proprietary information (“Proprietary Information”) during the course of participating in the Consortium.  If such information is identified in writing as Proprietary Information within ten (10) business days of exchanging such information, or by its nature such information would be considered Proprietary Information, the Proprietary Information shall not be disclosed to any third party and shall be held in the strictest of confidence.  Proprietary Information shall not be used for any purpose other than the purpose for which it was disclosed.  The mutual execution of a non-disclosure agreement is required for any contemplated sharing of Proprietary Information between Members.

Members shall not use the name of any other Member to generate publicity unless that Member provides prior written authorization. 

No Member shall use the EABOK® or EABOK® Consortium name and/or logo in any manner without the prior approval of the Advisory Board.  Trademarks, service marks, copyrights, and logos (collectively, “Marks”) created by the Consortium, registered or otherwise, are the property of the Consortium.  Use of the term “EABOK®” shall be governed by such policies, procedures, and guidelines as may be established and approved by the Consortium from time to time, and in accordance with applicable law.

XI.   Limitations

A Member’s participation in the Consortium and a Member’s use/submittal of intellectual property from/to the Consortium is on an “as is” basis, without warranties or conditions of any kind, either express or implied including, without limitation, any warranties or conditions of title, non-infringement, merchantability, or fitness for a particular purpose.  No Member shall have any liability for any direct, indirect, incidental, special, exemplary, or consequential damages (including without limitation lost profits, lost sales, lost revenue, or loss of goodwill), however caused and notwithstanding the theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of this Agreement.

XII.  Changes

This Agreement may only be modified by a simple majority decision of the Advisory Board. 

XIII.  Notices

Any notice or communication (a “Notice”) required or permitted under this Agreement shall be in writing and shall be sent by electronic mail to the address provided below. 

If to the EABOK®:

EABOK@mitre.org

Or to such other address as determined by the Chairperson.

If to a Member:

At the email address given in the signature block, or as otherwise directed in writing by that Member.

XIV.   Assignment

This Agreement may not be assigned, in whole or in part, without the express prior written unanimous consent of the Advisory Board.

By permission of the Advisory Board, the Host Organization may transfer the EABOK® website to another entity (successor in interest) who will agree to assume all of the rights and responsibilities established by the Consortium. 

XV.   Freedom of Action

The Members are committed to fostering open competition, and the Consortium is not intended to hinder such competition in any way.  Each Member hereby acknowledges that it and the other Members may be competitors in certain lines of business and/or research and agree to act in a manner which complies in all material aspects with applicable state, federal, and international antitrust laws and regulations.  Each Member agrees not to communicate with the other Members in a manner that may violate such laws, which may include communicating with respect to prices, costs, quantity of production levels, or other similar information.

XVI.  General 

This Agreement will be governed by the laws of the Commonwealth of Virginia, without regard to conflicts of law principles.  Except with respect to policies, guidelines, and procedures that may be adopted by the Consortium, this Agreement is the only agreement between each Member and the other Members with respect to the subject matter hereof, and supersedes any other prior agreement.  Each Member agrees to comply with all applicable laws and regulations while participating in the Consortium.