Information about http://www.iol.unh.edu/services/testing/ofa/charter.pdf

OpenFabrics Alliance Working Group Charter …

Tags: acceptable use, alliance software, bl, bylaws, charter agreement, charter version, conflict, fabrics, financial entity, group charter, iwg members, membership agreement, ofa members, provisions, software stack, ss, stan, working group,
Pages: 10
Language: english
Created: Tue Aug 12 16:15:35 2008
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OpenFabrics Alliance Working Group Charter                  InterOperability Working Group



                        OpenFabrics Alliance
                   InterOperability Working Group
                              Charter




                                             Version: 1.1




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OpenFabrics Alliance Working Group Charter                      InterOperability Working Group




              OpenFabrics Alliance Interoperability Working Group

                                   Charter Agreement


1.0     Purpose

        The Open Fabrics Alliance Interoperability Working Group (OFA-IWG) Charter
        Agreement is the overarching agreement between the OFA-IWG members (OFA-
        IWG-MEM) governing the policies, practices, procedures, acceptable use, and
        information handling of the activities and results arising from the OFA
        interoperability testing, from time to time, of certain versions of the OpenFabrics
        Alliance Software Stack (hereafter referred to as OFA-SS).

        1.1      Background and Governing Agreements

                 The OpenFabrics Alliance (OFA) is the corporation within which the
                 OFA-IWG is a properly constituted and approved Working Group. The
                 OFA is the legal and financial entity on behalf of which the OFA-IWG
                 operates.

                 An OFA Member may obtain Membership within the OFA-IWG by
                 executing a copy of this Charter Agreement.

                 OFA-IWG activities under this Agreement must be consistent with the
                 current OFA Bylaws (OFA-BL) and OpenFabrics Membership Agreement
                 (OFA-MA) and Membership Agreement, and any conflict between this
                 Charter Agreement and the OFA-BL or with the OFA-MA shall be
                 resolved consistent with the provisions of the latter. All OFA members in
                 good standing who contribute to and participate in any OFA-IWG
                 activities shall execute this Charter Agreement before participating. Only
                 OFA-IWG members can participate in OFA-IWG interoperability
                 activities including the OFA-UNH-IOL Tested Logo Program (OFILP).

                 As long as OFA-IWG uses the facilities of the University of New
                 Hampshire (University) InterOperability Laboratory, it will adhere to the
                 policies, practices and procedures of the University of New Hampshire
                 (University)      InterOperability   Laboratory    Usage      Agreement
                 (http://www.iol.unh.edu/services/usageAgreement.pdf) as modified and
                 agreed to in this Charter Agreement.




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                An OFA-IWG member is eligible for the OFILP provided that a member
                pays the event fee (see Section 4 below) and participates in the
                interoperability   event     as    defined      in    OFILP  document
                (http://www.iol.unh.edu/services/testing/ofa/logo.pdf) on OFA web site
                (www.openfabrics.org).

                Members of the OFA-IWG and the OFA may elect to impose reasonable
                sanctions on a member of the OFA-IWG who does not conform to the
                terms and conditions of this Agreement when participating in OFA-IWG
                activities. Sanctions shall be calculated to be corrective and preventative
                rather than punitive.

                Any OFA-IWG MEM that utilize the facilities of the UNH-IOL
                (University of New Hampshire Interoperability Laboratory) must agree to
                the acceptable use, policies, procedures terms and conditions of the UNH-
                IOL      Usage    Agreement       (UNH-IOL-UA 1 )           version    1.4
                (http://www.iol.unh.edu/services/usageAgreement.pdf) except as may be
                mutually agreed and as modified in this Charter Agreement.

                This Charter Agreement extends the OFA-BL and UNH-IOL Usage
                Agreement for OFA-IWG needs and also extends the terminology of OFA
                and UNH-IOL for that purpose.

        1.2     Transactions

                OFA handles all financial transactions related to OFA-IWG.

        1.3     Anti-Trust Law Compliance

                For the purposes of this Agreement and as clarification for OFA-IWG-
                MEMs, OFA Bylaws Anti-Trust Article 18, and Section 1.3 of the UNH-
                IOL Usage Agreement are incorporated by reference into paragraph 1.3.1
                below:

                1.3.1    The University and OFA-IWG-MEMs are committed to fostering
                         open competition in the development of products and services
                         based on the OFA technology. The OFA-IWG-MEMs understand
                         that in certain lines of business they are or may be direct
                         competitors and that it is imperative that they and their
                         representatives act in a manner which does not violate any state,
                         federal or international antitrust laws and regulations. Without
                         limiting the generality of the foregoing, the OFA-IWG-MEMs
                         acknowledge that OFA-IWG-MEMs will not engage in any

1
 All reference to UNH-IOL Usage agreement refers to version 1.4
http://www.iol.unh.edu/services/usageAgreement.pdf)

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                           communications regarding costs, prices, quantity or quality of
                           production levels, methods or channels of distribution, markets,
                           customers, exclusion of competitors or any other topic, which may
                           be construed as a violation of antitrust laws. Accordingly, each
                           OFA-IWG-MEM will counsel its representatives who participate
                           in any activities relating to OFA-IWG documents or testing on the
                           importance of limiting the scope of their discussions and
                           communications to the topics that relate to the purposes of OFA-
                           IWG documents or testing, whether or not such discussions and
                           communications take place during formal meetings, informal
                           gatherings, or otherwise.

2.0       Definitions Terminology Clarifications

          Within the UNH-IOL Usage Agreement OFA-IWG MEMs are described
          collectively as "Consortium" and OFA-IWG-MEM individually as "Member".

          Within the UNH-IOL Usage Agreement "Charter" means this Charter Agreement.

          Equipment Vendor or Vendor refers to a supplier of any hardware, firmware or
          proprietary software manufacturer whose pre-release or released component is
          deployed in support of the OFA-IWG activities governed by this Agreement.

          OFA-UNH-IOL Tested Logo Program (OFILP) refers to a Logo granting process
          for vendor equipment and is defined in OFA-UNH-IOL Tested Logo Program
          document2.

          OFA-UNH-IOL Tested Logo Group (OFILG) refers to a subset of OFA-IWG
          members who participate in the OFILP as defined in OFA-UNH-IOL Tested
          Logo Program document2 .

          Services mean those Services defined in the Testing Services Agreement between
          the UNH-IOL and the OFA attached as Attachment A hereto.

3.0       OFA-IWG Purpose and Goals
          The specific purposes of OFA-IWG that are additional to Section 3.0 of the UNH-
          IOL Usage Agreement are:

          3.1      To define, develop, execute, and contribute to the OFA software
                   repository a comprehensive suite of tests and documents for testing the
                   interoperability of the OpenFabrics Software Stack (OFA-SS) including
                   Upper Level Protocols, Application Program Interfaces and Applications
                   utilizing various RDMA transports supported by the OFA-SS. All such
                   software and documentation contributed to the OFA software repository

2
    See OFILP document version 1.0 at www.openfabrics.org.

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                shall conform to the OFA Bylaws for contribution and licensing. All tests
                and test plan should be available a minimum of 30 days prior to an
                interoperability event.

                OFA IWG tests are of two types: mandatory tests and beta tests. The beta
                tests are newly developed or included tests that had not been accepted as
                fully developed and ready for interoperability acceptance. The OFA IWG
                may vote to promote a beta test to mandatory test provided that it has gone
                through at least one OFA interoperability event.

        3.2     To coordinate the provision by the OFA-IWG-MEMs and other necessary
                facilities, equipment, services and procedures at the UNH-IOL that will
                allow thorough testing of RDMA transport switches, routers, channel and
                network adapters (i.e. R-NICs, HCAs, etc), systems including storage
                targets and their ability to properly participate in multi-vendor RDMA
                networks that are executing the OFA-SS, including ULPs, APIs and
                certain suitable applications supported by the OFA-SS.

        3.3     To record all testing results confidentially, including a qualitative and
                quantitative analyses of the results. Confidentiality shall be maintained
                until such time as (a) the entity subject to the tests requests that they be
                made public, or (b) having passed the requisite interoperability tests, an
                entity accepts the OFILP logo.

        3.4     To document and investigate interoperability issues related to the OFA-SS
                over OFA-supported RDMA transports that are not particular to a vendor's
                hardware platform but are interoperability issues within the device-
                independent OFA stack discovered by interoperability testing; qualitative
                and quantitative analyses of the results and to provide a forum for their
                discussion. To submit these issues to the OFA reflector, and to provide
                recommendations based on these issues to the OFA Board of Directors for
                improvements.

4.0 Modification to Membership Agreement: Membership and Fee Structure

Section 4 of the UNH-IOL Usage Agreement is modified as follows in paragraphs 4.1 to
4.3 below:

        4.1     Services to be provided by the UNH-IOL to OFA-IWG members:

                4.1.1   Testing Services

                        A testing service will provide either a turnkey test using the
                        minimum                recommended              test          suite
                        (http://www.openib.org/docs/InteropTestPlan.pdf), or carry out
                        specific tests as specified by the member, or permit the member to
                        carry out the specific tests within the constraints of Section 6.0.

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                        Scheduling of the testing services will be according to Section 4.3.
                        Note that funding availability may limit UNH-IOL ability to
                        perform services beyond logistical support for member interests.

                4.1.2   Tests Availability

                        Tests and test plans including configuration information are
                        available in the OFA repository and licensed as OFA documents.
                        Test results are confidential as defined in Section 4.5.


        4.2     Membership and Fee Structure

                4.2.1   No additional membership fee to OFA-IWG is required beyond
                        OFA membership dues. An additional fee is charged for the
                        interoperability events as defined by 4.2.2. An additional Fee
                        Structure terms may apply to the OFILG2. Members and Non-
                        Members of the Interoperability Events may also be bound by
                        additional Fee Structure terms, as agreed by OFA-IWG from time
                        to time.

                4.2.2   OpenFabrics Alliance Interoperability Working Group
                        Participation:

                        4.2.2.1 OpenFabrics Alliance Interoperability Working Group
                        Membership:

                                There is no membership fee or dues for the OFA-IWG
                                beyond the OFA membership dues.

                        4.2.2.2 OFA-UNH-IOL Tested Logo Group (OFILG) Dues:

                                The annual fee of Ten Thousand U.S. Dollars ($10,000.00
                                USD) is due at the anniversary of the OFILG membership.
                                Annual membership can start either on January 1st or July
                                1st. An OFILG member pays no fee to participate in an
                                Interoperability Event. An OFILG member has full access
                                to testing services defined in 4.1 and is eligible for the
                                OFILP2.

                        4.2.2.3 A member of the OFA-IWG who is not a member of the
                                OFILG can participate in an Interoperability Event by
                                paying a fee of Five Thousand U.S. Dollars ($5,000.00
                                USD) for that event. A member who paid to attend an
                                Interoperability Event may apply the paid fee of Five
                                Thousand U.S. Dollars ($5,000.00 USD) towards the



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                                   OFILG3 membership within sixty days of the payment. A
                                   member can request to join OFILG retroactively starting
                                   from the previous start of the OFILG membership period so
                                   that a member can get a Logo.

                   4.2.3   Changes to OFA-IWG Membership Fee

                           If a change in OFA-IWG fee is required the OFA-IWG must obtain
                           approval from the OFA Board of Directors prior to adjusting OFA-
                           IWG membership fees.

          4.3      OFA-IWG Scheduling Policy
                   The Service typically can be reserved for a period of one business week.
                   Provisions exist to schedule testing outside of the regular calendar.

                   4.3.1   Regular Testing

                           In order for a company to utilize regular testing services, the
                           following requirements must be met: the company must be an
                           OFA-IWG member and either agree to pay the annual
                           Interoperability Events fee, or agree to pay a one-time Service Fee,
                           and sign any required non-disclosure agreement (not needed if
                           Charter Agreement is signed) and must have guaranteed payment
                           at the time of the beginning of the testing time slot. Companies
                           which do not have guaranteed payment at the time of event
                           scheduling may hold one, but only one active reservation to deter
                           abuse of the scheduling calendar; and the device(s) under test must
                           be available during the time slot.

                   4.3.2   Overtime Testing

                           Overtime testing is an alternative for companies to bypass the
                           existing scheduling mechanism if time-critical services are
                           required. Testing is performed outside of business hours, typically
                           during weekends, such that the regularly scheduled testing service
                           is not impacted. An additional service fee is required to schedule
                           overtime testing. Specific costs, details and arrangements of
                           overtime testing are coordinated with the OFA-IWG and UNH-IOL
                           personnel. In order for a company to utilize overtime testing
                           services, the following requirements must be met: an overtime
                           testing slot must be available; the device(s) under test must be
                           available during the test slot.



3
    See OpenFabrics Logo Agreement version 1.0 at www.openfabrics.org.

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                4.3.3   Waiting List

                        The UNH-IOL personnel will maintain a list of testing requests
                        from OFA-IWG companies who wish to use the facilities during a
                        specific time slot currently reserved by another company. The
                        provided contact of the first company on the list will be notified if
                        the slot becomes available.

                4.3.4 No show

                        A NO SHOW is classified as a cancellation with less than two
                        weeks notice, or failure to arrive at the UNH-IOL during the
                        scheduled time period. A company who is guilty of a NO SHOW
                        may not reserve the UNH-IOL for a period of eight (8) weeks in an
                        effort to enforce fair and non-abusive access for all companies.
                        The UNH-IOL will typically waive the penalty if just cause is
                        given.

        4.4     Platform Availability

                OFA-IWG-MEMs who participate in an Interoperability Event shall
                provide a platform against which other members can test. This platform
                shall comprise the hardware and software components necessary to
                support the interoperability testing of the OFA-SS of interest at the time of
                the Service. Such platform or its equivalent must be consigned to the
                UNH-IOL for a period not less than eighteen (18) months. The platform
                shall be supported and upgraded as necessary for eighteen (18) months
                beyond the last renewal of the membership. A technical contact must be
                provided for the resolution of problems with the equipment. The member
                must maintain the equipment in operating condition. The providing
                member shall provide the latest software, firmware and/or hardware, as
                appropriate, for their platform(s) to best represent their platform(s)
                availability in the field. The member is encouraged to provide additional
                platforms representative of each of their product lines.

                4.4.1 Equipment in Residence at UNH-IOL

                        Equipment provided to the OFA-IWG in fulfillment of this
                        agreement remains the property of the providing member. Should
                        the membership in the OFA-IWG lapse or the OFA-IWG be
                        dissolved, the member has twenty-four (24) months to remove its
                        equipment from the UNH-IOL at the member's expense. If the
                        equipment has not been removed, the equipment shall be
                        considered donated to the UNH-IOL with a zero asset value. A
                        donation of equipment to UNH-IOL is subject to the UNH-IOL
                        Usage Agreement.


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        4.5     Disclosure of Results

                Members of the OFA-IWG are bound to non-disclosure agreement
                according to the OFA Bylaws and by Section 4.3.3 of the UNH-IOL
                Usage Agreement, with the following exceptions:
                   · an individual OFA-IWG member results in support of OFILP as
                       stated in 3.3,
                   · interoperability issues related to the OFA-SS as stated in 3.4.

                An OFA-IWG-MEM can disclose the fact that it participated in OFA
                interoperability event and such disclosure is not under NDA. But what
                testing it participated in and test results are under NDA as stated above.


        4.6     OpenFabrics Interoperability Logo Program

                An OFA-IWG member has the right to participate in the OFILP, as
                defined by the OFA-IWG Charter Agreement (this document) and by the
                OFILP document2.

5.0     Confidentiality

        The OFA-IWG activities are not confidential as defined in Article 17 of the OFA
        Bylaws. But the test results are confidential as defined by section 4.5 (above) and
        by UNH-IOL Usage Agreement Section 5.3.

        Members of the OFA-IWG may execute Disclosure Agreements from time to
        time to release Confidential Information in relation to OFA-IWG activities. An
        individual member may publicly disclose its results with the OFA BoD approval
        in support of OFA-UNH-IOL Tested Logo Program as defined in Section 3.3 and
        in the OFA-UNH-IOL Tested Logo Program. An individual member may
        publicly disclose its participation in an OFA Interoperability event as defined in
        Section 4.5. Any of its information that a member disclosed in public, for example
        on an OFA reflector, falls under Section 5.3 (iii) of the UNH-IOL Usage
        Agreement, and is no longer confidential.

        Any problems discovered with OFA-SS are not confidential. Article 17 of the
        OFA Bylaws specifically excludes the OFA-SS from being confidential
        information and Section 5.3 (i) of the UNH-IOL Usage Agreement also excludes
        the OFA-SS from being Confidential Information.

        All testing done during interoperability event is done openly among the
        participating members to ensure that the test plan is properly followed and the
        results can be verified.




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6.0     Organization and Operation

        The OFA-IWG agrees to Section 6.0 Organization and Operation in the UNH-
        IOL Usage Agreement, except where OFA Bylaws, resolutions of the OFA Board
        of Directors and OFA-IWG override as may occur in Sections: 4.3 Disclosure of
        Results; 6.2 Use of Information for Marketing Purposes; 6.2.1 Report Publishing;
        6.2.2 UNH-IOL Tested; and 6.3 Levels of Participation.

7.0     Security of Physical Equipment

        Security of OFA-IWG Physical Equipment will comply with Section 7.0 of the
        UNH-IOL Usage Agreement.

8.0      Warranty

        Warranty representations as stated by the University in Section 8.0 of the UNH-
        IOL Usage Agreement are agreed to by the OpenFabrics Alliance, its Board of
        Directors, the OFA-IWG and OFA-IWG-MEMs.

9.0     Acceptance

        By submitting payment or by requesting an invoice from OFA for required OFA-
        IWG Interoperability Event fees, an OFA member thereby agrees to full
        acceptance of the UNH-IOL Usage Agreement and this OFA-IWG Charter
        Agreement and all provisions outlined therein.

        An OFA member who joins OFA-IWG by signing this Charter Agreement also
        agrees to full acceptance of the UNH-IOL Usage Agreement (as modified in
        Section 4, herein) as though fully set forth herein, including but not limited to the
        confidentiality and non-disclosure provisions of both documents.

10.0 Amendments

        Amendments to the UNH-IOL Usage Agreement proposed by UNH-IOL
        affecting the OFA-IWG will conform to the process described in Section 10.0 of
        the UNH-IOL Usage Agreement recognizing OFA-IWG-MEMs as "members"
        within the meaning of Section 10 and that "Charter" in Section 10 refers to this
        Charter Agreement.

        Amendments to this OFA-IWG Charter Agreement proposed by OFA Board of
        Directors, OFA-IWG members or UNH-IOL will follow the same process as
        described in Section 10 of the UNH-IOL Usage Agreement except that the OFA-
        IWG is the proposing party.




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