Frequently Asked Questions (FAQ's)
Question: My concern is related to the first paragraph of the GENERAL Section in the Membership Agreement. It states, “By signing this Agreement, MEMBER agrees to be bound by the terms of the Institute’s Charter, Operating Agreement…” With regard to Section 33 and 35 of the Operating Agreement, our institution cannot enter into agreements that are governed by or are under the jurisdiction of the laws of another state.
Response: Please note that the Operating Agreement is an agreement between the Smart Manufacturing Leadership Coalition (SMLC) and the Smart Energy LLC (SE LLC). All rights and obligations of the Operating Agreement, including those related to Mediation, Exclusive Jurisdiction and Venue, and Governing Law are rights and obligations of the parties to the Operating Agreement, (SMLC and SE LLC), and are not obligations of CESMII Members. The reference to the Operating Agreement is intended to make members 3rd party beneficiaries of the Operating Agreement and allows SMLC and SE LLC to transfer your dues and your rights as members from SMLC to SE LLC. None of the provisions you identified control any actions between CESMII and its members – that all is set forth in the Membership Agreement.
Non-Disclosure Agreement (NDA)
Question: Please explain the scope of the CESMII Membership NDA?
Response: The CESMII NDA is required as a part of Membership in CESMII. It is a blanket NDA allowing CESMII Members to disclose general information across CESMII Membership, for example in settings such as work group discussions and roadmapping activities. The CESMII NDA does not refer to detailed, proprietary information disclosed in project planning meetings, testbed discussions and project implementation. This CESMII NDA is intended to help facilitate general information disclosed in open collaboration spaces between the members. The CESMII NDA refers to the intended knowledge and type of information shared by members which is anticipated to be general in nature, and does refer to company proprietary information.
CESMII Members who have specific research projects may decide with their project partners to execute a project-specific NDA. This may occur in situations where there may be access to proprietary data as a part of the project work conducted. This type of NDA should be limited to specific topics, technologies or subjects and, in most instances, is not expected to include CESMII as a party to the agreement.
Re. Export-Controlled Information. The CESMII NDA refers to general information that we anticipate members will share, which should not include the disclosure of export-controlled information. CESMII cannot change the language re. ITAR and export-controlled information. That would require a change to all members’ NDAs and would limit the free exchange of information in settings where the disclosure of export-controlled information is generally allowable. CESMII is well aware of ITAR considerations and possible risks, and will take steps in all forums for exchange of information to put in place controls to manage disclosure of export-controlled information in those settings.
Question: Will CESMII be bound by the publicity section, paragraph 9 in the Membership Agreement?
Response: CESMII will not use Member-trademarked logos without permission, and will check with its Members to determine whether any information is sensitive or not, and can be shared. However, the fact that a Member is part of the Institute will be public information.
Payment of Membership Fees
Question: The Membership Agreement calls for payment of my Membership Fee within 30 days. Is there flexibility with this? My company generally pays with different terms.
Response: Please reach out to your RMC Representative and/or CESMII HQ with your specific needs before you are invoiced.