MEETING AND COMMITTEE PARTICIPATION TERMS AND CODE OF CONDUCT

This Meeting and Committee Participation Terms and Code of Conduct (“Code”) is agreed to by: (“you”) for the benefit of CompTIA Certifications, LLC (“CompTIA”). This Code relates to your participation in a CompTIA committee, meeting or activity (collectively, “Activity”). During the course of the Activity, CompTIA may facilitate you and other participants of the committee to freely discuss business activities, needs and processes as well as create various materials and content that may be used by CompTIA to create products and services (collectively, “Materials”). You acknowledge and understand that your participation in the Activity is conditioned on your acceptance of this Code.

CompTIA has a policy of strict compliance with federal and state antitrust laws. The antitrust laws prohibit competitors from engaging in actions that could result in an unreasonable restraint of trade. Consequently, you agree to avoid discussing certain topics in participating at any CompTIA events or activities, including, without limitation, any discussions relating to prices, fees, rates, profit margins, or other terms or conditions of sale (including allowances, credit terms, and warranties); allocation of markets or customers or division of territories; or refusals to deal with or boycotts of suppliers, customers or other third parties, or topics that may lead participants not to deal with a particular supplier, customer or third party.

You agree to use appropriate language, during your participation in the Activity. Any actions or comments designed to insult, demean, or attack the personal character of any participant of the Activity are prohibited. The Activity is to be conducted with a high level of civility and the participants are expected to be courteous to each other and to representatives of CompTIA.

You are asked to turn off any cell phones, beepers, or other forms of telecommunications equipment which might interrupt the fluidity of the Activity or distract any participants of the Activity.

Your contributions during the Activity are to be based on business best practice and not vendor specific practice.

You agree to use your best efforts to contribute your industry skills and knowledge for the creation of the Materials during the Activity.

You represent and warrant that you are not restricted by any obligation of any kind, including contractual, fiduciary or similar obligations, from disclosing the information you will be contributing to the Materials during the Activity.

You acknowledge and agree that all contributions made by you regarding the creation of any Materials during your participation in the Activity are the exclusive property of CompTIA and to the extent applicable are deemed a work made for hire. You hereby assign all rights you may have in such Materials to CompTIA.

You agree that you will not retain or make any copies of the Materials created during the Activity. To the extent such Materials are retained, they may only be retained for the purpose of participating in the Activity and not for any other purpose.

You acknowledge and agree that the Materials, the process of creating Materials (including all techniques, templates, processes and methods), and all other non-public information shared by CompTIA and other participants in the Activity are deemed the “Confidential Information” of CompTIA. As a condition of your participation in the Activity, you agree that you will not directly or indirectly disclose, disseminate or divulge the Confidential Information to any third party, including your employer, and that you will not in any manner use the Confidential Information for the benefit of any other individual or entity or yourself for any purpose. You acknowledge and agree that as between you and CompTIA, CompTIA has the exclusive copyright, trademark, patent, proprietary, industrial, ownership and use rights in and to all of the Confidential Information throughout the world, whether such rights currently exist or are recognized in the future, and in all media and languages, whether now or subsequently existing. You agree not to challenge any of CompTIA’s rights in the Confidential Information. If you violate your confidentiality obligations under this Code, you agree that CompTIA may seek injunctive relief without proving damages or posting bond.

If you violate any provisions of this Code, CompTIA may, while reserving all rights and remedies that may be available at law or in equity, immediately terminate your participation in the Activity. You agree to indemnify CompTIA for any breach of your representations and warranties in this Code. You agree that this Code is to be interpreted exclusively under the laws of the State of Illinois and any actions arising out of violations of this Code are to be exclusively litigated in appropriate courts in the State of Illinois. You acknowledge that you are a sophisticated party that understands the jurisdictional requirements set forth in this Code and that you submit to the courts set forth above. You authorize the courts of any jurisdiction to strictly enforce any judgments rendered by the courts set forth above and agree not to challenge the authority of such courts or raise any arguments to challenge such courts including forum non conviens.

BY SIGNING BELOW, YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND AND AGREE TO ALL TERMS SET FORTH IN THIS CODE ABOVE.