Steering Group Agreement

1. Parties

This Agreement is made commencing 2017-11-30 by and among the parties identified below regarding participation in and governance of the WHATWG. Each party to this Agreement is a "Steering Group Member"; collectively, the Steering Group Members constitute the "Steering Group" of the WHATWG. Each Steering Group Member and its Affiliates are deemed a single entity under this Agreement (e.g., for purposes of membership, participation, voting, and intellectual property commitments).

2. Purpose of the Steering Group

The purpose of the Steering Group is to govern and guide the WHATWG, an open, efficient forum for development of Living Standards (useful technical specifications, with intellectual property commitments from contributors) plus associated documentation, code, and other materials and activities that relate to or support web technologies, as determined by the Steering Group.

3. Roles and participation

3.1. Qualifications and composition

A. Composition

The Steering Group is comprised of Qualifying Entities.

B. Initial members

The initial Steering Group Members are the four Qualifying Entities identified below: Mozilla Corporation, Microsoft Corporation, Google LLC, and Apple Inc. Other Qualifying Entities may be added by unanimous consent of the then-current Steering Group.

C. Number of members

The Steering Group must have at least three and no more than seven members (except for the temporary two-member status provided for in Section 6.4).

D. Representatives

Each Steering Group Member appoints an individual "Steering Group Representative" to represent its interests, cast votes, and otherwise represent the interests of the Steering Group Member. A Steering Group Member may replace its Steering Group Representative at any time in its sole discretion.

3.2. Functions

A. Mission

The mission of the Steering Group is to help facilitate cross-engine interoperability by adoption and implementation of the WHATWG Living Standards in the leading integrated web platform engines.

B. Scope and responsibilities

The Steering Group has final say in all matters regarding the WHATWG; among other responsibilities, it sets direction; provides governance; and helps to promote consistency and efficiency, and prevent fragmentation.

3.3. Decisions

By unanimous consent, the Steering Group may:

  1. Modify the WHATWG Principles.

  2. Modify the WHATWG legal structure.

  3. Approve the initial version of the Intellectual Property Rights Policy.

  4. Add a Steering Group Member.

  5. Remove a Steering Group Member (where the Steering Group Member at issue is not counted for purposes of determining unanimity).

  6. Amend this Agreement.

B. Other decisions by Consensus

By Consensus, the Steering Group may take any other action regarding the WHATWG, including but not limited to creating, implementing, and modifying policies and agreements of the WHATWG and of the Steering Group. Such policies and agreements must not alter or overrule the terms of the Steering Group Agreement.

3.4. Responsibilities, clarifications, and limitations

A. No fiduciary duties

The Steering Group Members seek to further the work of the WHATWG, consistent with its principles, but neither the Steering Group Members nor their Representatives owe any fiduciary duty to any other Steering Group Member or to any participant in or contributor to the WHATWG.

B. Liability exclusions and limitations

Except to the extent limited by law (e.g., for willful misconduct), neither the Steering Group Members nor their Representatives, employees, contractors, or agents are liable to any other party for any act or omission related to the WHATWG, nor are they responsible for any activities of the Steering Group or the WHATWG. In the event the preceding contractual exclusions from liability are not enforceable, the maximum liability of any party to any other party is USD$100.

4. Antitrust

4.1. Antitrust

The WHATWG is a forum for voluntary development and promotion of standards, specifications, technical requirements, code, best practices, and documentation for the web. No applicant for participation in the WHATWG will be rejected for any anticompetitive purpose, and its participants are free to join and participate freely in competing organizations and to develop and market competing technologies, products, and services. Each participant in the WHATWG is responsible for its compliance with all applicable laws, including antitrust and competition laws and regulations, and must rely on independent legal counsel (and not this Agreement or any policy of the WHATWG) regarding compliance. While participating in WHATWG activities, WHATWG participants should not discuss any competitively sensitive, strategic commercial information in a way that would be contrary to applicable competition laws. For example, such information may include confidential, competitively sensitive information about business strategies, plans, or data regarding sales, pricing, market share, marketing plans, business plans, and strategic initiatives.

4.2. Steering Group antitrust

Applicants for Steering Group membership must meet the criteria of a Qualifying Entity as defined below, and such qualification will be determined by unanimous vote of all then-current Steering Group Members. No qualified applicant for Steering Group membership will be rejected for any anticompetitive purpose.

5. Definitions

  1. "Affiliate" means any legal entity that directly or indirectly Controls, is Controlled by, or is under common Control with an entity. "Control" means the power to determine the course of action of another entity (for example by ownership of more than 50% of the voting stock or equity, authority to appoint a majority of the board or equivalent body, or by virtue of its voting or other rights).

  2. "Consensus" means the parties concur. Consensus may be established tacitly. By way of example, so long as (1) proposed actions are clear and visible, (2) participants have opportunities to voice concerns, and (3) there is no sustained, substantive opposition, then Consensus may be established simply by moving forward on the proposal or a course of action; this is anticipated to be the norm for most matters. Upon request by a Steering Group Member (or upon appeal by a party authorized by a WHATWG policy to do so), however, a vote must be taken, in which case an affirmative vote of a Supermajority of Qualified Voting Parties establishes Consensus.

  3. "Qualifying Entity" means an entity that develops one of the core end-to-end integrated web browser platform engines and distributes its integrated implementations widely.

  4. "Qualified Voting Party" means each party entitled to vote on a given matter.

  5. "Steering Group" means all Steering Group Members.

  6. "Supermajority" means 2/3 or more.

6. Term and termination

6.1. Effective dates

The Agreement will become effective initially as of the date set forth above when executed by all four Steering Group Members, and will become effective as to each subsequently approved Steering Group Member as of the date the Agreement is executed and delivered to the other Steering Group Members.

6.2. Termination of Steering Group Member

Any Steering Group Member may terminate its participation in the Agreement by delivering written notice to the Steering Group.

6.3. Effect of withdrawal or termination

No new obligations are incurred by a Steering Group Member after its withdrawal or termination, but obligations already incurred do not terminate.

6.4. Termination of Agreement

This Agreement continues until terminated by Consensus of the Steering Group; if, however, there are fewer than three Steering Group Members for 70 consecutive days, this Agreement terminates automatically. (For the avoidance of doubt: If the Steering Group were to terminate this Agreement, development of the WHATWG Living Standards could continue under some other structure, or no structure.)

7. Execution

The signature of each party’s representative binds each party identified below. Each person who signs below represents that she or he is authorized to grant the rights and promises set forth in this Agreement on behalf of the identified Steering Group Member.

Mozilla Corporation

SignatureMark Mayo
NameMark Mayo
TitleSVP Firefox
DateNov 30, 2017

Microsoft Corporation

SignatureJason Weber
NameJason Weber
TitleDirector, Web Platform
DateNov 30, 2017

Google LLC

TitleDistinguished Engineer
DateNov 30, 2017

Apple Inc.

SignatureDarin Adler
NameDarin Adler
TitleSenior Director, Internet Technologies
DateDec 1, 2017