Committee
3Dblox ANTITRUST POLICY
The development of 3Dblox, a hardware description language, serves the procompetitive purpose of modularizing and streamlining the 3DIC package solutions available in the semiconductor industry, helping to enhance interoperability and unleash innovation for 3DIC designs. 3Dblox is also aimed at improving the current error-prone 3DIC design process, and saving time and cost by enabling different EDA tools to speak the same language and support chiplet design reuse features.
Activities in connection with the 3Dblox development are subject to applicable antitrust laws. This 3Dblox Antitrust Policy (“Policy”) provides guidance regarding compliance with antitrust laws. Each participant is responsible for understanding this Policy and ensuring its uniform and effective implementation, as well as ensuring that their conduct and actions comply with the guidance provided herein. The consequences of violating antitrust laws are serious; a violation can result in government investigations, criminal prosecution, and/or civil antitrust suits which may be brought against companies and individuals.
Antitrust laws are designed to prevent the impairment of competition through concerted private action or abuse of a dominant market position. The purpose of these laws is to protect and provide an open economic environment free from exclusionary and collusive behavior.
- Antitrust laws prohibit anticompetitive agreements, including, but not limited to:
customer allocation, market allocation, and agreements/understandings not to compete with each other; and
price-fixing, bid-rigging, output restrictions.
- Certain exchanges of competitively sensitive information also can create antitrust risk even without a formal agreement. Also, depending on the facts, unilateral disclosures or exchanges via an intermediary can violate the antitrust laws.
- While technology collaboration is often procompetitive, it should not lead to coordination among competitors not to compete on certain technological parameters beyond the scope of the lawful collaboration. Technology collaboration also should not result in foreclosure of innovative technologies or unjustified exclusion of, or discrimination against, third parties.
Guidelines on Dos and Don’ts
Participants in 3Dblox development are expected to make independent business decisions in relation to their own production, pricing, and dealings with their business partners and employees. To avoid any potential antitrust violations when making such independent decisions, 3Dblox participants must ensure they understand the types of activities that antitrust laws are intended to prevent. The following provides general guidance and is designed to identify potential issues rather than to provide definitive guidance for every possible scenario. Any questions about the applicability of this Policy, or any other concerns, should be directed to legal counsel.
- Don’t provide to, accept from, or discuss competitively sensitive information, particularly that involving prices, terms of sale or contract, specific hiring or compensation terms, specific competitive strategies, offers or intentions, detailed cost information, or other proprietary confidential information.
- Don’t discuss or exchange competitively sensitive information relating to:
Actual or potential individual customers, operating territories or market plans. Avoid all discussion that could be construed to result in an agreement to allocate customers or geographies, or to coordinate on other terms of dealing or terms of competition; and
Strategic plans, strategic direction, operating plans or operating direction. This includes discussions of “product positioning,” “customer targets,” or related topics
- Don’t engage in any discussion that could be construed as an “invitation to collude” on any competitive terms, or to boycott any customer or company.
- Don’t agree to not to hire, recruit, or poach each other’s employees, and do not share information about employee compensation, recruitment, or benefits.
- Don’t discourage or prevent participants from engaging in research and collaboration with others outside the 3Dblox development.
- Do remember that, notwithstanding their legitimate collaboration involving 3Dblox, participants remain and must operate as separate companies. Participants should exercise independent judgment in making all business decisions, without regard to another company’s comments or input.
- Do ensure that the purpose and scope of any discussion is permissible and strictly limit the discussion accordingly. Doubt about the permissibility of future discussions should be discussed with legal counsel in advance of the meeting.
- Do conduct meetings in accordance with a written agenda that is circulated to and confirmed by participants in advance. Discussions should adhere to the agenda at all times.
- Do circulate written minutes and summaries of meetings to the participants.
- Do remind participants to comply with applicable antitrust laws before meetings. For example, below statement may be read at the beginning of a meeting:
- “Please be reminded that activities in connection with the 3Dblox development are subject to applicable antitrust laws, and certain guidance are given by the 3Dblox Antitrust Policy. Each attendee in this meeting is responsible for understanding such guidance, and for complying with the same at all times.”
- Do immediately terminate any discussions that may raise impermissible topics and report any such incidents to legal counsel.