ASSOCIATION OF CORPORATE COUNSEL Intellectual Property Committee (IPC) COMMITTEE CHARTER

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1 I. MISSION STATEMENT The mission and purpose of the Intellectual Property Committee (hereinafter the IPC or Committee ) shall be to act as a central resource for all ACC members with an expertise or interest in intellectual property law. The IPC shall provide a network for its members to promote the development of corporate legal practice in the area of intellectual property law and to further keep current and consult on the latest case law and legislative and administrative actions affecting intellectual property law. II. MEMBERSHIP Any ACC Member is eligible for membership with IPC. Members with an interest in intellectual property are encouraged to join and actively participate in the Committee to cultivate and foster future leadership in the area of intellectual property. Members are also encouraged to attend monthly teleconferences and the ACC Annual Meeting, and to take advantage of the educational events and publications provided by IPC. III. AFFILIATION The IPC is affiliated with the ACC and will adhere to all policies and regulations promulgated by the Council of Committees and the ACC Board of Directors. IV. COMMITTEE STRUCTURE AND RESPONSIBILITIES The IPC shall consist of the Executive Committee and designated Subcommittees. A. The Executive Committee The Executive Committee shall comprise the Immediate Past Committee Chair, Chair, Vice Chair, Secretary, Sponsor Liaison, and appointed Subcommittee Chairs, along with such other members of the Committee as invited by the Chair. The Executive Committee shall provide a central organizational and administrative function, establish a common vision and coordinate the efforts and activities of the Committee. The Executive Committee will convene at least quarterly.

2 The Chair, Vice-Chair and Secretary of the Committee shall each serve a term of two years. The Chair is typically succeeded by the Vice Chair, who shall be typically succeeded by the Secretary. Chair Vice Chair Secretary In addition to the responsibilities shared with other members of the Executive Committee, the IPC Chair acts as the principal contact between the Committee, ACC leadership, the ACC headquarters office and ACC local chapters. The Chair shall have the right to delegate to such other IPC members, as he/she shall determine, any of his/her responsibilities as Chair. The Vice Chair shall perform such duties as requested by the Chair, and in the Chair s absence, shall perform the responsibilities of the Chair. The Secretary shall be responsible for working with ACC staff to ensure timely notice of teleconference meetings of the Executive Council and any Committee meetings, as well as, preparing any minutes of such meetings. ACC staff will work with the Chair to develop and circulate the agenda for such teleconferences and meetings. Subcommittee The Subcommittee Chairs shall be appointed and serve at the discretion Chairs of the IPC Chair a term of two years. Subcommittee Chairs shall be responsible for coordinating the activities of the Subcommittees and representing the Subcommittee at meetings of the Executive Committee. In the event of resignation of any officer prior to the completion of his/her term of office, the highest ranking officer of the IPC shall have the authority to appoint a replacement from the IPC membership to serve the reminder of the term. Should the Chair resign mid-term, the Vice Chair and then the Secretary shall have the option of succeeding to the role of Chair, failing which a new Chair shall be appointed from the Committee membership by the Chair of the Council of Association Committees. Failure of an officer to meet responsibilities set forth in the Committee Charter may result in removal from office in accordance with the following procedure: 1. Any Executive Officer position may be brought to consideration by another Executive Officer.

3 2. A special meeting will be called by the Executive Officers to hear each side present positions. 3. Both the Executive Officer in question and the party requesting the special meeting must be present at the time of the meeting, as well as a majority of Executive Officers and Council of Committees Executive Leaders. 4. The Executive Officer in question will be provided notice of the special meeting in writing and such writing shall specify the concerns raised. The special meeting is not a formal hearing and no due process rights attach. 5. The decision to remove the Executive Officer in question will be decided by a majority vote of the Executive Officers, with any tie being decided by the Chair. If the Chair is the Executive Officer in question, a majority vote by the Council of Committees Executive Leaders will break any tie vote. B. The Subcommittees Each of the following IPC subcommittees shall have a Subcommittee Chair or Co-chairs appointed by and serving at the discretion of the IPC Chair. The Subcommittee Chairs are responsible for carrying out subcommittee tasks and functions, enlisting the assistance of other IPC members and ACC professional staff. Advocacy and Case Law Subcommittee The Advocacy Subcommittee is responsible for monitoring pending legislation pertinent to intellectual property, for making recommendations to the Executive Committee and ACC regarding positions and influencing potential for any such legislation, and for interfacing with other professional associations to ensure representation of ACC positions. With the approval of the Executive Committee and subject to the delegated authority given by ACC s Board of Directors, submits comments and or proposals on federal legislative and or regulatory actions having national impact on intellectual property law and practices. Also responsible for communicating at each monthly teleconference a What s Hot update on each functional area of patents, trademarks, copyrights, licensing/trade secrets. Annual Meeting Subcommittee Responsible for researching and proposing topics of interest to the IPC membership for consideration as panels at the ACC Annual Meeting, submitting such prospective panel topics to ACC, coordinating with other Committees for jointly-sponsored panels, and working with ACC to ensure

4 appropriate scheduling for panels and Committee meetings during the Annual Meeting. Communications Subcommittee The Communications Subcommittee is responsible for soliciting and maintaining the membership of the Committee, communicating with the membership and liaisoning with regional Chapters and other professional associations for the purpose of increasing Committee membership, involvement and attendance with IPC events, and raising awareness of educational opportunities. Education Subcommittee The Education Subcommittee is responsible for coordinating educational programs and publications sponsored by the Committee or relevant to the membership of IPC at large. Such educational programs and publications will include InfoPaks, Webcasts, Quick Hits, Quick Counsels, Top Tens, Docket articles and other informational material and resources for use by IPC and ACC members. V. GOALS AND ACTIVITIES The IPC shall work closely with ACC Staff to advance the goals of ACC and to comply with the minimum activity guidelines for the national committees. The IPC will use its best efforts to accomplish the following: A. Plan and conduct a substantive program series each year at the ACC Annual Meeting. B. Provide members with the latest developments in intellectual property law and practice, and establish and maintain a web-accessible collection of current information (e.g. opinions, position papers, etc.) and practical resource material (e.g. sample contracts, checklists, etc.) to assist Committee and ACC members in their day-to-day practice of intellectual property law. C. Prepare and deliver information and materials of general interest to IPC members through Webcasts, InfoPaks, Quick Hits, Quick Counsels, Top Tens, Docket Articles and other informational material and resources. D. Encourage new membership and active participation in all IPC events and in ACC. E. Create a forum for identifying, discussing and monitoring legal issues which are commonly raised in practice or legislation related to intellectual property. Working with ACC leadership and with the

5 endorsement of the policy committee of the ACC Board, develop positions and advocate where appropriate. F. Identify, track and report on a timely basis on important cases and legislation related to substantive areas of intellectual property. G. Cooperate and communicate with other ACC national and regional committees and with other professional organizations focused on the subject of intellectual property.