Antitrust Guidelines

Revision History:
Initial Revision Adopted and Approved by the CEdMA Board of Trustees on 4/16/2007.

CEdMA is a trade association that provides a unique opportunity for competitors
to meet and to discuss items of concern to the industry. The exchange of information
amongst members of a trade association, however, can increase the potential for conduct
that may have anti-competitive effects and violate Federal Antitrust laws. Because trade
associations bring together competitors, members should exercise heightened caution in
discussions and dealings with other members of the association. To protect both CEdMA
('the Association') and individual members from liability under the antitrust laws, the
Association issues these guidelines for its members and their representatives in
connection with their activities as members of the Association. Such activities include all
oral and written communication and discussions between members of the Association
whether via the Association's website, mailing lists, or formal and informal Association
conferences and meetings.

Price Fixing

Any agreement as to price among competitors is a violation of the Sherman Act,
regardless of the reasonableness of the price set or whether the agreement is expressed or
implied. To avoid the risk of liability, there shall be no discussion, communication or
other exchange between members of the Association and/or their representatives of
current or future prices or pricing procedures as such actions can have a substantial
impact on price. This prohibition includes discussions that might affect or impact current
or future prices or fees, including, but not limited to:

• Company costs of operations, supplies, or services;
• Allowance or discounts;
• Terms of sale;
• Profit margins;
• Possible increases or decreases in prices;
• Standardization or stabilization of prices;
• Marketing practices;
• Production levels.

Restraint of Competition

Any agreement to control or limit services or goods is also per se illegal under the
antitrust laws. Members of the Association shall not discuss limiting or eliminating the
competition, refusing to deal with certain customers or suppliers, or engage in conduct
that could be construed as an attempt to prevent any person or entity from gaining access
to the market. This prohibition includes any understanding or agreement between
members of the Association to divide customers or allocate markets. 

Standard Setting

Under certain circumstances, industry standards may be developed and adopted
by the membership of the Association based solely and exclusively on technical
considerations. These standards should be based on objective expert judgment and
procedures and should not be intended to reduce or eliminate competition or discriminate
against any products or services. The process of developing and establishing industry
standards should only be undertaken with the advice of legal counsel. Any such standard
is voluntary and members are free to comply with such specifications without coercion or
compulsion by the Association or other members. There shall be no sanctions imposed
for the violation or failure to comply with standards recognized or approved by the
Association.

Membership Restrictions

No applicant for membership, who otherwise meets the membership
qualifications of the Association, shall be rejected for any anti-competitive purpose.

Liability

It shall be the responsibility of every member of the Association to strictly
comply with the Association's antitrust policy. It shall be the responsibility of the Board
and its officers to ensure that this policy is known and adhered to in the course of
Association activities, whether through the monitoring of the document system,
Goldmine, the Association's e-mail listserv or recording minutes of all Association
meetings and conferences.

To assist members in recognizing situations which may raise the appearance of an
antitrust problem, the Board will, as a matter of policy, furnish to members the
Association's official antitrust policy, at the commencement of their membership and at
formal and informal gatherings organized by the Association. The antitrust policy will
also be written on the Association's application for membership and will be posted on the
Association's website (on the member homepage, Goldmine, Ask the Members area and
periodically send to our members mailing list). Should questions arise as to the manner
in which the antitrust laws may apply to the activities of the Association or any of its
members, such questions shall be directed to the Association's Board or antitrust legal
counsel.

Antitrust compliance is the responsibility of every member of the Association. A
violation of the antitrust laws can result in both criminal and civil liability to both the
Association and individual members. Any member in violation of the Association's
antitrust policy may be subject to warnings, penalty, probation and/or expulsion from the
Association