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ANTI-TRUST GUIDELINES
OF
THE CHEMICAL STRATEGIES PARTNERSHIP
A PROJECT OF THE TIDES CENTER
The policy
of the Chemical Strategies Partnership (CSP) and the CMS Forum
is to comply fully with state, federal and international (to the
extent applicable) antitrust laws. In order to assure full compliance,
the following policies and procedures are to be followed by all
members of CSP and by all representatives of any members of CSP.
**Please
print these guidelines, sign, and fax back
to Laura Wolfson at 415-421-3304***
1. Association
Meetings
At any meeting
of CSP, or in any communication between any members or representatives
of members of CSP, there shall be no discussion of the following
topics or subjects:
- Do not
discuss past, current or future prices charged by individual
companies for products or services;
- Do not
discuss what is a fair profit level;
- Do not
discuss standardizing or stabilizing prices of products or services;
- Do not
discuss pricing procedures, or changes or proposed changes in
prices of products or services;
- Do not
discuss changes or proposed changes in license terms or conditions
set by individual members as to any customer;
- Do not
discuss cash or other discounts, credit terms, minimum purchase
commitments, discount schedules or levels, or maximum or minimum
pricing;
- Do not
discuss controlling sales;
- Do not
discuss allocating markets;
- Do not
complain to a competitor that its prices constitute unfair trade
practices.;
- Do not
discuss any act, practice, or conduct which could in any way
ever be construed as an agreement among members to boycott (refuse
to deal with a particular supplier or customer for any reason);
- Do not
discuss any act, practice or conduct which could in any way
ever be construed to constitute an agreement among members to
control, limit or restrict the output of any member of (i) independent
research, or (ii) product development plans;
- Do not
discuss any act, practice or conduct which could in any way
ever be construed to constitute an agreement to divide territories
or customers; and
- Do not
initiate or attend "rump" sessions (informal gatherings which
precede or follow association meetings; all association meetings
should be regularly scheduled).
2. Affirmative
Requirements of Meetings
All
meetings of CSP or some of its members (i.e., a working group)
shall be conducted pursuant to a written agenda. Minutes shall
be taken and properly recorded in the corporation's minute book.
Counsel for CSP will attend and/or review meeting agendas and
minutes. The conduct of any meeting of CSP, or of any working
group thereof, shall be limited to subjects within the proper
and
lawful purpose of CSP, as approved by the Board of Directors.
3. Membership
Policies
Avoid restrictions
on dealing with nonmembers. Avoid exclusions from membership,
especially if there is a business advantage in being a member.
Avoid limitations on access to association information, unless
the limitation is based on protected trade secrets.
4. Ethical
Codes
(a) Do not
require other members to refuse to deal with any member violating
the association's code of ethics.
(b)
Do not arbitrarily enforce the code.
(c)
Do not impose unreasonably severe penalties for violations of
the code.
(d)
Do not establish or enforce regulations or policies which have
price-fixing implications, such as preventing the advertising
of prices.
5. Contact
If
any questions arise about antitrust compliance, please contact
Jill Kauffman Johnson at the following phone number and address:
Chemical
Strategies Partnership
423 Washington Street, 4th Floor
San Francisco, CA 94111
415-421-3405
jill@chemicalstrategies.org
Acknowledgment
by Employee, Member, or Member's Representative
The undersigned
has read the Antitrust Guidelines of the Chemical Strategies Partnership,
and understands and agrees to adhere to these Antitrust Guidelines.
The undersigned
also understands that any willful violation of the CSP Antitrust
Guidelines will result in discharge.
Acknowledged
and agreed this _______ day of __________________, 20___.
By: ____________________________ Print Name: _____________________
Title: ___________________________
***Please
print, sign, and return this acknowledgement immediately
to Laura Wolfson via fax at 415-421-3304***
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