LegalXML, Inc.: Developing Extensible Markup Language (XML) Standards for the Legal Community

Developing XML Standards for the Legal Community

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EXHIBIT B

Invitation to Join the OASIS

Formation and Governance

OASIS will form a Member Section, in accordance with the OASIS Bylaws and the Rules of Procedure for the LegalXML Member Section, which may be referred to publicly as "LegalXML" in promotional materials and other communications.

The LegalXML Member Section will operate under the OASIS Bylaws, Technical Committee Policy and the Rules of Procedure for the LegalXML Member Section, but may choose to adopt additional operating procedures to govern the activities of their technical committees and this Member Section, subject to approval of the OASIS Board of Directors.

The LegalXML corporation (LegalXML, Inc.) remains a separate organization and their corporate identity is not affected in any way by this invitation. The LegalXML Member Section may not engage in any activity which might jeopardize OASIS' status as a tax-exempt organization.

LegalXML Member Section participants, being OASIS members, may make nominations to the annual OASIS board of directors’ elections.

Membership Model

Membership dues from organizations or individuals who join OASIS and indicate intent to participate significantly in LegalXML Member Section activities will have a portion of those dues allocated to the LegalXML Member Section discretionary fund.

New members and renewing members will have a 45-day grace period from joining or renewing to indicate their intent to participate significantly in LegalXML Member Section activities.

OASIS members, regardless of their intent to participate in LegalXML Member Section activities, will be able to participate in any OASIS technical committees without prejudice or preference, including those created under the LegalXML Member Section. OASIS members who participate in LegalXML Member Section Technical Committees must agree to operate under the additional LegalXML Member Section operating procedures for LegalXML Member Section Technical Committees.

When a member indicates intent to participate significantly in more than one OASIS Member Section, the discretionary funding portion of that member's dues will be distributed equally among all selected Member Sections.

All revenue will be managed in OASIS accounts. The portion of monies earmarked for the LegalXML Member Section will be tracked and managed by OASIS and will be subject to OASIS management and spending approval.

Any new or renewing OASIS member may indicate their intent to participate significantly in the activities of the LegalXML Member Section when joining or renewing. The membership period will be for twelve months from the time of application.

OASIS has created and extends the option for non-profit, state and local government agencies, non-G10 federal government agencies and educational organizations to join at a membership level designed to accommodate their needs. Initially the dues for this Special Contributor membership level will be set at $1,000 but may be adjusted by OASIS management as needed.

The LegalXML Member Section Technical Committees may extend an "invited expert" individual non-voting membership to select employees of non-profit, government, or educational organizations that are experts in a topic or domain and who would otherwise not be allowed to participate in technical work. These invited experts can participate in LegalXML Member Section Technical Committees or other activities but are not entitled to vote on technical work, board positions, steering committee position, or other OASIS matters. OASIS management reserves final approval of these memberships on a case-by-case basis

Technology Services

OASIS will provide web-hosting services to the LegalXML Member Section in the same manner and service it provides to the rest of OASIS and other similarly established OASIS Member Sections without preference or prejudice.

OASIS will create and populate LegalXML Member Section web pages after approval of this invitation by the OASIS Board.

Creation of LegalXML Member Section specific templates or web page designs by third-party contractors will be paid by LegalXML Member Section discretionary funds.

OASIS will provide services for mail list hosting and related services, and back up of all web and mail data via the enterprise wide fail-over server network without preference or prejudice. OASIS will provide appropriate mechanisms for ongoing web contact submissions and submission management.

Technical Process, Management, Reporting

OASIS technical management will direct, manage and oversee all technical committee work done under the OASIS Technical Committee Process for the LegalXML Member Section in the same manner and service it provides to the rest of OASIS and other similarly established OASIS Member Sections.

LegalXML Member Section technical committees will in fact be OASIS technical committees and will abide by the OASIS operating procedures and Technical Committee Process.

Additional process requirements may be adopted by LegalXML technical committees that do not obviate process requirements of the OASIS Technical Committee Process.

LegalXML Member Section technical work products may be approved and adopted within their Member Section's Technical Committees and may also be submitted to the OASIS General Membership for consideration for adoption as OASIS Standards as defined in the OASIS Technical Committee Process. Only technical work that is submitted to the general OASIS membership for approval can be called "OASIS Standards". Technical work prepared and approved under LegalXML Member Section Technical Committees will be referred to as "LegalXML Technical Committee Specifications".

OASIS technical management will provide a central review for both OASIS Technical Committee work and LegalXML Member Section Technical Committee work to identify any potential conflicts or overlap with other committees or standards bodies and to help build liaisons as appropriate.

OASIS technical management will provide member and public notifications of call for participation, review and technical milestones for all OASIS Technical Committees.

Business Support Systems

OASIS Membership Services will provide membership service support to the LegalXML Member Section in the same manner it does to the rest of OASIS and other similarly established OASIS Member Sections.

Membership services support will include but not be limited to creation and maintenance of the LegalXML Member Section membership database, all recruiting, lead follow up, invoicing, collections and payment processing services for new and renewing membership processing, provision of membership renewal services and provide revenue projections and reports, web forms and technology to enable on-line membership application to the LegalXML Member Section, and options of on-line and manual credit card payments, check and wire transfer.

OASIS will provide marketing and public relations support to the LegalXML Member Section in the same manner it does for the rest of OASIS and other similarly established OASIS Member Sections.

These marketing and public relations support services include but are not limited to announcing the creation of the LegalXML Member Section, reasonable efforts to enlarge the media pool to address the needs of the LegalXML Member Section, promotion of the LegalXML Member Section via conference presentations, briefings etc., and public announcement of all new committee formations and milestones.

The cost of marketing and promotional activities specific to the LegalXML Member Section will be paid by LegalXML Member Section discretionary funds; e.g., the attendance or participation of OASIS staff at a LegalXML Member Section specific event.

OASIS will provide accounting support to the LegalXML Member Section in the same manner it does for the rest of OASIS and other similarly established OASIS Member Sections.

These accounting support services include but are not limited to processing invoices and collection of all valid new member applications and membership renewals, and acceptance of on-line and manual credit card payments, checks and wire transfers made payable to OASIS.

LegalXML Member Section discretionary funds will be held by OASIS, and OASIS will approve and issue payments on behalf of the LegalXML Member Section for expenses authorized and requested by the LegalXML Member Section Steering Committee, which are consistent with the established, agreed upon budget for the LegalXML Member Section. The LegalXML Member Section Steering Committee chair will be the primary point of contact for reporting and requesting payment.

All OASIS accounting records pertaining to the LegalXML Member Section will be available for inspection by the LegalXML Member Section Steering Committee.

Financial and Management Reporting

OASIS will provide quarterly financial statements to support the management and operation of the LegalXML Member Section throughout the year to the LegalXML Member Section Steering Committee.

The LegalXML Member Section Steering Committee will provide monthly management reports on the actual and planned activities and expenses to OASIS Management.

Revenue Distribution

40% of dues from members who elect to participate significantly in LegalXML Member Section Technical Committees will be managed in a discretionary fund by the LegalXML Steering Committee and will be used to fund LegalXML Member Section specific activities.

The LegalXML Member Section discretionary funds from paid membership dues and other sources of revenue will be subject to a maximum contribution level at an agreed upon amount set during the initial and subsequent annual fiscal budgeting process.

In addition to the 40% of Membership dues revenue allocation, the LegalXML Member Section may receive a larger percentage negotiated between the LegalXML Member Section Steering Committee and OASIS Management for revenues received by Legal XML from sources other than membership dues. Alternative allocation percentages must be determined on a case-by-case basis or will be subject to the same 60/40 distribution as Membership dues. These alternative sources may include, but are not limited to grants, events, donations, etc.

OASIS may use LegalXML Member Section discretionary fund monies to pay all costs included in the agreed-upon LegalXML Member Section budget, including but not limited to the following:

� Legal and professional fees specific to the LegalXML Member Section activities

� Dues, memberships, and other payments specific to the LegalXML Member Section.

OASIS Management will manage and fund all normal business expenses related to operating the organization and it's Member Sections.

Annual and Ad Hoc Reviews

OASIS Management and the LegalXML Member Section Steering Committee will review all activities of the LegalXML Member Section and all budget and discretionary fund amounts during the annual budgeting process.

OASIS Management and the LegalXML Member Section Steering Committee can undertake ad hoc review of the LegalXML Member Section activities, budgets and discretionary funding at any time under normal management processes.

Technical work submitted to all OASIS technical committees will be in accordance with the currently enacted OASIS Intellectual Property Rights (IPR) policy, which may change from time to time.