Antitrust Policy

ARTICLE I: PURPOSE

The Open Accounts Receivable Collective Foundation (the “Foundation”) convenes participants who compete with one another. Collection agencies, debt buyers, creditors, law firms, and software vendors participate in the Foundation’s programs, contribute to its software, attend its meetings, and sit on its Board of Directors. That composition is deliberate and serves the Foundation’s charitable mission. It also creates the setting in which antitrust risk arises.

This Antitrust Policy states the Foundation’s own intention, and its expectation of all directors, officers, employees, contractors, volunteers, committee members, maintainers, and members, to conduct every program, meeting, collaboration, and information-sharing activity in a manner that complies with applicable antitrust and competition laws and that avoids even the appearance of facilitating anti-competitive conduct.

The Foundation adopts this policy under Section 7.11 of its Bylaws.

ARTICLE II: SCOPE

This policy applies to all directors, officers, employees, contractors, volunteers, committee members, advisory council members, working group participants, repository maintainers, community platform moderators, and members of the Foundation.

This policy applies in every Foundation forum, including meetings of the Board of Directors and its committees, advisory councils, technical working groups, conferences, workshops, webinars, training sessions, certification proceedings, code repositories, issue trackers, mailing lists, chat servers, and any other venue the Foundation convenes, hosts, sponsors, or holds out as its own. It applies to written communications, verbal discussions, and informal conversations that occur in connection with a Foundation activity, including conversations before a meeting is called to order, during breaks, and after adjournment.

Nothing in this policy limits the obligations that apply to members under the Community Programs and Standards Policy, which continue in full force.

ARTICLE III: POLICY STATEMENT

The Foundation will adhere to the antitrust laws of the United States. The policies, practices, and activities of the Foundation will not be anti-competitive and will not unreasonably restrain trade.

The Foundation takes no position on, and will not serve as a venue for coordination of, the commercial terms on which its participants compete.

ARTICLE IV: PROHIBITED CONDUCT

Section 4.1. Competitively Sensitive Subjects

In any Foundation forum, participants will not discuss, seek, exchange, or attempt to reach any understanding or agreement concerning competitively sensitive information, including:

• Prices, fees, rates, surcharges, contingency percentages, discounts, or the components or methodology used to set any of them

• Interest rates, credit terms, settlement authority, or payment plan terms offered to consumers or clients

• Collection rates, recovery rates, liquidation rates, or placement performance at a participant-identifiable level

• Compensation paid to vendors, contractors, or employees

• Costs, margins, profit targets, or bidding strategies

• Client, customer, debtor, or portfolio lists

• Allocation of markets, territories, clients, portfolios, or product lines

• Bid, RFP, or proposal strategies, including any agreement to bid or refrain from bidding

• Boycotts of, or concerted refusals to deal with, any business, vendor, creditor, agency, law firm, consumer, or class of them

• The timing of any market action, including price changes, product launches, or market entry or exit.

Section 4.2. Agreements and Understandings

No agreement, understanding, or coordinated course of conduct on any subject listed in Section 4.1 may be reached in a Foundation forum, whether formal or informal, written or verbal, express or implied. The absence of a written agreement is not a defense.

Section 4.3. Exclusionary Conduct

The Foundation will not, and no participant will use a Foundation forum to, exclude or disadvantage any business or class of businesses from participation in the industry, from access to the Foundation’s software or resources, or from any Foundation program, other than through the published, uniform, objective standards of a program the Board has adopted.

ARTICLE V: REQUIRED PRACTICES

Section 5.1. Voluntary, Non-Exclusionary Participation

Participation in the Foundation’s programs, standards, software initiatives, certification programs, and events will be open and voluntary. The Foundation will not require or induce any participant to adopt, use, purchase, or prefer any particular product, service, standard, vendor, data set, or technology, and the Foundation will take no adverse action against any party that declines to participate.

Section 5.2. Standards, Specifications, and Interoperability

Any technical specification, data standard, reference implementation, or reference guidance the Foundation publishes will:

• Be developed through transparent processes directed at interoperability and public-benefit objectives

• Avoid mandating a particular vendor or excluding a competing technology absent an objective, pro-competitive rationale that is documented in the record of the decision

• Be made available on reasonable and non-discriminatory terms consistent with the Foundation’s Open Source Policy and Trademark Policy.

Section 5.3. Data Sharing and Benchmarking

The Foundation will not collect, publish, or facilitate the exchange of non-public, participant-identifiable, competitively sensitive data.

Any benchmarking, survey, or research the Foundation undertakes will use data that is aggregated across a sufficient number of participants, anonymized, and sufficiently aged that no individual organization’s data, strategy, or position can be identified or reliably inferred. Where the Foundation determines that a proposed benchmarking or research activity cannot satisfy this Section, the Foundation will not undertake it.

This Section applies to any telemetry, usage data, operational metrics, or performance data that the Foundation’s software or programs may collect, and to any certification or program record the Foundation may hold.

Section 5.4. Meeting Conduct

The presiding officer of any Foundation meeting is responsible for the conduct of that meeting under this policy. The presiding officer will:

• Prepare and follow a written agenda

• Ensure that minutes or a summary record are kept

• Interrupt and redirect any discussion that approaches a subject listed in Section 4.1

• Where redirection is not effective, adjourn or recess the meeting and consult legal counsel.

Any participant who believes a discussion is approaching a subject listed in Section 4.1 will say so, will end that participant’s own participation in the discussion, and will notify the presiding officer or a moderator. A participant who objects and is not heeded will leave the meeting or forum, ask that the objection and departure be recorded, and report the matter under Article VII.

Section 5.5. Guidance and Awareness

The Foundation will provide antitrust compliance guidance appropriate to their roles to directors, officers, employees, committee members, working group participants, maintainers, and community platform moderators. The form, content, cadence, and administration of that guidance will be determined by the Board of Directors.

Until the Board establishes a guidance program, the Chair will circulate this policy to all directors, officers, committee members, maintainers, and moderators annually, and the Secretary will record the circulation. The Foundation will publish participation guidelines that restate the prohibitions in Article IV in plain language for community contributors.

ARTICLE VI: PARTICULAR RISK AREAS

Section 6.1. Certification and Endorsement Programs

Any certification, endorsement, or accreditation program the Foundation administers will operate under published, uniform, objective criteria, will be open to any applicant meeting those criteria, and will provide an applicant that is denied with a statement of reasons and an opportunity to be heard. No such program will be launched before it has been reviewed by qualified legal counsel with antitrust experience, and no criterion will be adopted for the purpose or with the effect of disadvantaging a competitor of any participant.

Section 6.2. Software and Technology Decisions

Decisions about the Foundation’s software architecture, interfaces, licensing terms, release cadence, and roadmap will be made on the documented merits and recorded in the Foundation’s technical decision record. A director, officer, or participant whose commercial position would be advanced or disadvantaged by such a decision in a manner particular to that person will disclose the interest and recuse as provided in the Conflicts of Interest Policy.

Section 6.3. Educational and Advocacy Content

The Foundation’s educational resources, compliance guidance, and published positions will not recommend, and will not be used to coordinate, any commercial term on which participants compete. The Foundation may describe legal requirements, technical approaches, and operational considerations without endorsing a price, rate, fee, or term.

ARTICLE VII: REPORTING AND ENFORCEMENT

Section 7.1. Duty to Report

Any person covered by this policy who becomes aware of conduct that may violate this policy or applicable antitrust law will report it promptly to the Chair of the Board of Directors or, if the Chair is implicated, to the Vice Chair. A report may also be made under the Foundation’s Whistleblower Policy, and the protections of that policy apply to any report made in good faith under this Article. Retaliation against a good-faith reporter is prohibited.

Section 7.2. Response

The Chair will address a report promptly and will consult legal counsel where the report describes conduct that may violate applicable antitrust law. All persons covered by this policy will cooperate with any resulting inquiry.

Section 7.3. Remedial Action

The Board of Directors may remove an individual from a meeting or forum, suspend or revoke participation privileges, disband or reconstitute a committee or working group, terminate a program, or take any other remedial action necessary to prevent or address antitrust risk. This authority is in addition to any remedy available under the Foundation’s other governance policies. Action against a member of the Foundation’s recognition membership program will follow the procedures of the Community Programs and Standards Policy.

ARTICLE VIII: LIMITATIONS

This policy states the Foundation’s expectations for conduct in Foundation forums. It is not legal advice to any participant, and it does not create an attorney-client relationship. Antitrust law is fact-specific, and conduct not addressed by this policy may nonetheless be unlawful. Each participant remains responsible for that participant’s own compliance with applicable law and is encouraged to consult that participant’s own counsel.

Nothing in this policy restricts a participant from independently determining that participant’s own prices, terms, strategies, or business relationships.

ARTICLE IX: POLICY ADMINISTRATION AND REVIEW

The Chair of the Board of Directors is responsible for administering this policy; the Vice Chair will administer this policy with respect to any matter in which the Chair is implicated. This policy may be updated by the Board of Directors and will be reviewed at least annually. Substantive changes will be announced through the Foundation’s official channels and reflected in the dated version of this policy. The current version of this policy supersedes any prior version.