Cloud Native Operational Excellence (“CNOE”) is an alliance formed to provide recommended best practices for internal developer platforms utilizing cloud-native open source software (all such recommendations, the “Recommended Best Practices”). CNOE is guided by the governing principles of being open, being welcoming and respectful, being transparent and accessible and driven by technical merit (“Guiding Principles”). It is CNOE’s policy to comply with all applicable state and federal antitrust and trade regulation laws, and applicable antitrust and competition laws of other countries (collectively, the “Antitrust Laws”).
This Policy applies to members of CNOE (“Members”) and all participants (“Participants”) as well as their employees, consultants, directors and officers. All Members and Participants shall comply with all applicable rules, policies and procedures adopted by CNOE or the applicable working group, as updated from time to time.
In the development and recommendation of Recommended Best Practices, CNOE will strive to (1) have an open source software first strategy for addressing internal developer platforms capabilities while prioritizing Cloud Native Computing Foundation (“CNCF”) technologies over the alternatives; (2) be community driven in deciding technology choices and best practices; (3) offer tools and suggest best practices that work for Members but also usable for the broader group of users interested in adopting internal developer platforms best practices; (4) build for the infrastructure and customize to developer needs, making the solutions and patterns flexible for adoption by the larger community of users; and (5) share openly all the tools, patterns, and practices offered by Members organizations in such a way that the artifacts can be easily consumable by Participants and non-members. The mission for CNOE is to enable organizations navigate tooling sprawl and technology churn by providing neutral and unbiased guidance on tooling and technology choices to deliver internal developer platforms.
Members and all Participants as well as their employees, consultants, directors and officers must comply with Antitrust Laws and this Policy in carrying out CNOE-related activities, whether directly or indirectly. By participating in CNOE-related activities, members and participants agree to abide this Policy and Antitrust Law.
In the event of any conflict or inconsistency between this Policy and Antitrust Laws, the Antitrust Laws shall control.
CNOE does not set standards. CNOE makes Recommended Best Practices based upon technical merit the adoption of which is voluntary.
Nothing in this Policy, or in any CNOE document or policy, prohibits or limits the ability of Members or Participants to make, sell or use any product or service, or otherwise to compete in the marketplace. Members and Participants shall not, directly or indirectly, prevent or attempt to prevent others from manufacturing, selling, or supplying any product or service as an alternative to any Recommended Best Practice. Further, Members and Participants shall not promote or require standard of commercial terms, including terms for license and sale.
No Member or Participant shall impose any requirement, obligation or penalty for the use, adoption or contribution to the Recommended Best Practices nor provide any incentive, perk or financial benefit for the use, adoption or contribution to the Recommended Best Practices. Nothing in this policy, however, shall prevent any Member or Participant from developing, marketing, or selling any product or service that incorporates, implements, or supports the Recommended Best Practices.
No Member or Participant shall enter into any agreement to prohibit or restrict any Member, Participant or non-member from establishing or adopting any alternative technologies to the Recommended Best Practices.
While Members and Participants may elect to make contribute to the Recommended Best Practices, none of these contributions shall be exclusive to CNOE. Members and Participants shall be free to contribute to any other open source projects of their choosing, including contributions to Recommend Best Practices open source projects. Such contributions are voluntary. No Member or Participant shall require contributions to any open source project or the adoption of any particular open source software license.
As part of its governing charter, CNOE shall establish and maintain reasonable requirements for CNOE membership that are consistent with the efficient and effective pursuit of CNOE’s purpose and goals, and all qualifying entities shall be admitted to join. Such membership shall be inclusive and non-discriminatory as to cloud providers, technology providers and customers of each of the foregoing. No qualifying entity shall be denied membership or removed from membership for any anti-competitive purpose.
Participation in CNOE by non-member Participants shall be broadly open and no participation shall be excluded except for breaches of the CNOE Code of Conduct and this Policy.
CNOE’s governing charter, this Policy and other policies information, materials and Recommended Best Practices shall be made available publicly to Participants and non-members in an open and non-discriminatory manner.
Consistent with compliance with Antitrust Laws, Members and Participants must not directly or indirectly discuss or exchange information regarding:
- Current or future prices, price changes, discounts, terms and service, for the products and services of any one company or across any industry, including related information such as credit terms, discount programs or data related to profits, margins or cost.
- Current or future cost of procurement, development or manufacture of any product or service.
- Current or future plans about the design, features, functions, availability, distribution, marketing or release dates of particular products or services, including proposed territories or customers.
- Current or future confidential business plans, roadmaps or strategies.
- Current or future changes in industry production, capacity or inventories.
- Discussions relating to any individual technology or service provider that may have the effect of excluding them from any market or influencing the business conduct of others toward such provider.
- Discussions relating to actual or potential customers that might have the effect of influencing the business conduct of others toward such customers.
- Discussions relating to bids or intentions to bid for particular products or services including the procedures for responding to bid invitations or specific terms and conditions.
- Discussions relating to individual company market shares for any product or service.
In connection with all CNOE-related meetings, conference calls, repositories, or other forums for exchange of information, Members and Participants agree to:
- Use best efforts to prepare agendas in advance and adhere to prepared agendas.
- Use best efforts to document meeting minutes to accurately reflect what transpired and distribute or make available the same to all participants.
- Object to any discussions that appear to violate this Policy or Antitrust Laws, discontinue participation in any meeting or call if such discussions continue, insist that such objection protest be noted in the meeting minutes, and make such objection protest known to the Legal Counsel of all CNOE core members.
CNOE shall discuss and cultivate the Recommended Best Practices consistent with this Policy, CNOE’s Guiding Principles, CNOE’s Mission Statement and not for any anti-competitive purpose or effect. CNOE working groups shall develop and select Recommended Best Practices based on their quality, technological attributes and ability to address the needs of developer platform users.
Recommended Best Practices shall not incorporate confidential or proprietary information or any material that infringes or misappropriates any third-party intellectual property rights. Recommended Best Practices shall not require a provider, developer, or end-user of Recommended Best Practice obtain a license or permission from any third party to use such technology except for any open source software license pursuant to which the Recommended Best Practice source code is licensed.
CNOE and its working groups shall make available all draft Recommended Best Practices on the CNOE website or public repositories for a reasonable period of time prior to making formal recommendations. CNOE and its Members welcome input from Participants and non-members shall consider such feedback prior to making formal recommendations. As set forth above, participation in CNOE is open to all participants consistent with CNOE’s governing charter. This expressly includes those who may be affected by a Recommended Best Practice recommended CNOE who shall be given the opportunity to comment on the Recommended Best Practice.
Members shall obtain legal review from their respective legal representatives concerning any proposed change to CNOE’s governing charter, Guiding Principles, Mission Statement, this Policy or other CNOE policies prior to adoption. While This Policy provides general guidance on compliance with Antitrust Law, Members and Participants should confer with their respective legal counsel for legal advice.
To contact CNOE regarding matters addressed by this Antitrust Policy, please send an email to [email protected], and reference “Antitrust Policy” in the subject line. CNOE shall direct such communications to the legal counsels of each Member.