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AgGateway Precision Ag Council c/o AgGateway Corporation PO Box 75016 Richmond, VA 23236 USA Subject: Letter of Commitment to Participate in AgGateway's SPADE2 Project This Letter of Commitment details the agreement between ___________________ (COMPANY) and AgGateway’s Precision Ag Council (PAC) regarding COMPANY’s participation in the SPADE2 Project. The SPADE2 Project is sponsored by PAC and will be managed by a governing body comprised of representatives from participating companies (BOARD), under the auspices of AgGateway Corporation, and in compliance with AgGateway Policies and Procedures. Commitment means full participation in the SPADE2 Project by providing human, financial, and systems resources within the timeline specified in this letter. By signing this commitment letter, COMPANY is committing to participate in the SPADE2 Project in accordance with the SPADE2 Project Charter. COMPANY will work with the SPADE2 Project Team (business and technical contacts) and other project participants throughout the project to complete the tasks stated in the charter. COMPANY agrees to participate through their best effort, to the extent reasonable, to complete the project deliverables by February 2014. COMPANY recognizes that participation with the business use cases, refinement of scope, and the implementation process is important and that such participation will provide COMPANY the opportunity to ensure that requirements unique to its operation are considered. Specifically, COMPANY agrees to:

• Provide the human and financial resources that COMPANY in its discretion determines are reasonably necessary to collaborate with other project participants as defined in the tasks outlined in the charter. https://aggateway.atlassian.net/wiki/x/L4DW

• Adhere to the AgGateway standards and guidelines development and maintenance process. https://aggateway.atlassian.net/wiki/x/cwA3

• Cooperate with the BOARD members and participants in the creation and refinement of industry standard transactional documents.

• Assign appropriate staff to attend necessary meetings and conference calls (estimates stated in charter) to complete this project.

• Abide by the AgGateway Anti-Trust Guidelines and Intellectual Property Policy. • Remain in good standing as a member of AgGateway throughout the SPADE2 Project.

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• For those companies who use identifiers supported by AGIIS in production, remain a current subscriber to the AGIIS directory throughout the SPADE2 Project.

SPADE2 Project costs will be divided among participating companies proportionately, in accordance with each company's AgGateway membership tier. The amount to be billed to each participant will be determined based on a combination of the estimated budget and the number of companies participating. (A copy of the estimated project budget is available upon request.) The amount billed will be within the range shown in the table below. Unless the schedule is changed by action of the BOARD, participants will receive an invoice from AgGateway by 30 June 2013. Payment will be due by 31 July 2013.

TIER REVENUE (USD) LOW (USD) HIGH (USD) 1 Over 2 Billion 15,500 26,000 2 1 - 2 Billion 11,000 18,000 3 750 Million to 2 Billion 9,000 15,000 4 500 - 750 Million 5,000 8,500 5 250 - 500 Million 4,500 7,000 6 125 - 250 Million 3,500 5,500 7 25 - 125 Million 1,500 2,500 8 5 - 25 Million 1,000 1,500

SAC Less than 5 Million 250 500 This Letter of Commitment must be executed and returned to AgGateway’s Enabling Services Director no later than close of business 19 June 2013 to be eligible to participate in the SPADE2 Project. The executed Letter of Commitment may be returned via email to marilyn.hunter@aggateway.org, fax to +1 202-403-3441, or surface mail to the address above. The PAC may elect to discontinue this project if, upon the recommendation of BOARD, it determines that the project does not have adequate participation committed by 19 June 2013.

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I have read and acknowledge that I am authorized by COMPANY to commit to participation in this project and will provide the necessary resources for the SPADE2 Project as outlined above in this document. AGREED AND ACCEPTED:

Company Name: ____________________________________________

Signature: ____________________________________________

Name (print): ____________________________________________

Title: ____________________________________________

Date: ____________________________________________

Primary contact for communication about this project for Company is:

Name: ____________________________________________

Title: ____________________________________________

Phone: ____________________________________________

Email: ____________________________________________  

SPADE2 Project Charter

Table of Contents

SPADE2 Project

Project Manager: Jim Wilson

Chartering Council: Precision Ag Council

Charter Initiated By: SPADE1 Project Board

BackgroundThe next generation of agricultural managers are asking how the industry can enable seamless data exchange between machines and FarmManagement Information Systems (FMIS). The costs for exchanging data are high due to the lack of common implementation guidelines, datatransfer protocols, message standards, and standard reference data. Producers report that it is difficult or nearly impossible to move data fromone system to another. To do so almost always requires data reentry, manual data transformation, and/or specialists to manage data.

The value chain from manufacturing through distribution supports many data-management, analysis, and decision-support functions for theproducer. Systems that utilize eBusiness standards and guidelines will help move the industry toward interoperability. This will improve theefficiency and productivity of the producers and their trusted advisors.

From July 2012 to March 2013, the Precision Ag Council's SPADE1 (formerly just "SPADE") project developed use cases, defined FMIS-to-FMISand FMIS-to-Machine data requirements, and developed an approach for making reference data accessible for the seeding use case. Thisproject, SPADE2, continues this work.

Objectives

SeedingBuild out the infrastructure required to implement FMIS-to-FMIS and FMIS-to-Machine interoperability for the seeding use case.

Harvest, Crop ProtectionDefine the use cases and high-level data requirements for data exchange messages for FMIS-to-FMIS and FMIS-to-Machine interoperability tosupport harvest operations. Define detailed data requirements and reference data requirements.

Define the use cases and high-level data requirements for data exchange messages for FMIS-to-FMIS and FMIS-to-Machine interoperability tosupport crop protection operations. Define detailed data requirements and reference data requirements.

Data Exchange and Conversion API Proof-of-ConceptFacilitate a proof-of-concept process for developing data conversion/transformation APIs and tools.

Scope

In ScopeCrop Type

Machine-harvested crops are a priority.Hand-harvested (contingent on availability of domain expertise and resources.)

Reference Data infrastructureDetailed seeding, harvest, and crop protection data exchange interoperability confirmation

Continued contribution to ISO 11783 parts 10 and 11 development and maintenance processesReference data services implementation, in particular for

Equipment reference dataSeed reference dataCommodity reference data (CVT)Other USDA informationCrop ProtectionHarvest use cases

Written and diagrammatic process definitionsHigh-level data requirements

Crop Protection use casesWritten and diagrammatic process definitionsHigh-level data requirements

Harvest data exchange requirements (complete use case work first)Identify gaps in ISO 11783Submit feedback to ISO regarding gaps

Crop Protection data exchange requirements (complete use case work first)Identify gaps in ISO 11783Submit feedback to ISO regarding gaps

Harvest reference data requirements (complete use case work first)Crop Protection reference data requirements (complete use case work first)Document touchpoints with AgXML processes/messages

Weight CertificationsQuality CertificationsCommodity MovementSettlements

The following combinationsFMIS-to-FMISFMIS-to-MachineMachine-to-FMIS

Data Exchange and Conversion API Proof-of-ConceptProducer engagement in the project either directly or through effective representation (e.g., ARA)Use cases on how to capture label-mediated and drift-related limitations to crop protection product applications

Out of ScopeImplementation of any harvest-related processesUse Cases and Reference Data pertaining to Crop Nutrition and TillageTelematics (define this?)

To Be DeterminedNone noted

DeliverablesReference Data

Complete reference data implementations for equipment data by applicable project participants, including, but not limited to:AGCOClaasCNHJohn DeereOthers

Complete reference data implementations for seed data by applicable project participants, including, but not limited to:MonsantoSyngentaPioneerOthers

Complete reference data implementation for the following USDA:Commodity informationOthers

Complete reference data implementations for crop protection data by applicable project participants, including, but not limited to:SyngentaMonsantoOthers

The AgGateway Directory Service is operations, linking to all reference data sources specified aboveHarvest Use Cases (i.e., User Stories)

Use cases developedData requirements documentedISO 11783 gap analysis completedRequests submitted to ISO

Crop Protection Use Cases (i.e., User Stories)Use cases developedData requirements documentedISO 11783 gap analysis completedRequests submitted to ISO

Data Exchange and Conversion API Proof-of-ConceptProof-of-concept with limited, well-defined scope.

TimingLaunch: June, 2013Completion: Duration of the project is estimated at eight months. The group will target having significant progress on most of the projectactivities by the 2013 November Annual Conference (12-14 November). Project Coordination activities would continue into the 2014Mid-Year Meeting to facilitate project wrap up and transition to an anticipated SPADE 3 project. The project will include continuingcommunication efforts with the various stakeholders, both internal and external, to keep them apprised of progress, changing scope /priorities, etc.

Resource RequirementsProject ManagerTechnical subject experts (e.g., Dave Lightle)Confluence

Project Manager

Estimated Time Commitment

Twelve hours a week

Estimated travel requirements

2 to 3 face-to-face meetings in addition to the Mid-Year Meeting and Annual Conference

Knowledge & skills

Working knowledge of AGIIS and AgGateway processesWorking knowledge of XML and other data exchange formatsWorking knowledge of database structures and API's for data exchangeGood collaboration skillsGood communication skillsExcellent project management skills

Other Considerations

Note noted

Project Team Members

Number of participants required and description

Participation by 7 to 10 companies is required to provide sufficient subject-matter expertise and market knowledge to develop guidelines and toolsthat are sustainable and enjoy broad industry implementation (participation).

Estimated required time commitment

4 – 6 days per month not including travel

Estimated travel requirements

Although it is anticipated that most team meetings will be via teleconference and perhaps on-line collaboration tools, team members will need totravel to the Fall AgGateway General Member meeting and the CPP mid year meeting. It is anticipated that two or three other face-to-facemeetings will be required to complete its objectives.Travel expenses are to be paid by the team member's employer.

Knowledge & skills

Working knowledge of  especially part 10ISO-11783Working knowledge of FMIS data exchangeWorking knowledge of equipment documentationWorking knowledge of xml and other data exchange formatsWorking knowledge of database structures and API's for data exchangeAbility to collaborate with industry piersGood communication skillsOrganized

Other Considerations

None noted

Risk Factors, Constraints, Assumptions & IssuesTiming

Slower than expected delivery of project deliverablesReference Data

Lack of participation by equipment manufacturers, seed companies, and crop protection companies

Cost Estimates127,000 USD. Details specified in a related Excel file.

Project-Completion CriteriaDeliverables delivered/completed.

AGGATEWAY ANTITRUST GUIDELINES While some activities among competitors are both legal and beneficial to the industry, group activities of competitors are inherently suspect under the antitrust laws. Agreements or combinations between or among competitors need not be formal to raise questions under antitrust laws, but may include any kind of understanding, formal or informal, secretive or public, under which each of the participants can reasonably expect that another will follow a particular course of action. Each of you is responsible to see that topics, which may give an appearance of an agreement that would violate the antitrust laws, are not discussed at your meetings. It is the responsibility of each participant in the first instance to avoid raising improper subjects for discussion. This reminder has been prepared to assure that participants in meetings are aware of this obligation. A copy of the Antitrust Guidelines must be provided at every meeting to its participants. If meeting is via telephone, an electronic form must be sent to its participants prior to the conference call. The "Do's" and "Don'ts" presented below highlight only the most basic antitrust principles. Each participant in a meeting should be thoroughly familiar with his/her responsibilities under the antitrust laws and should consult counsel in all cases involving specific situations, interpretations, or advice. DON'T…

1. DO NOT, in fact or appearance, discuss or exchange information regarding:

(a) Individual company prices, price changes, price differentials, mark-ups, discounts, allowance, credit terms, etc., or data that bear on price (e.g., costs, production, capacity, inventories, sales).

(b) Industry pricing policies, price levels, price changes, differentials, etc. (c) Industry production, capacity or inventories. (d) Bids on contracts for particular products; procedures for responding to bid

invitations. (e) Plans of individual companies concerning the design, production,

distribution, promotion, or marketing of particular products, including proposed territories or customers.

(f) Matters relating to actual potential individual customers or suppliers that might have the effect of excluding them from any market or of influencing the business conduct of firms toward such suppliers or customers.

2. DO NOT discuss or exchange information regarding the above matters during social gatherings incidental to meetings, even in jest.

DO…

1. DO adhere to prepared agendas for all meetings and object when meeting minutes do not accurately reflect the matters that transpired.

2. DO understand the purposes and authority of the group. 3. DO consult with your company counsel on all antitrust questions relating to the

activities, discussions or meetings of the group. 4. DO protest against any discussions, meetings or activities that appear to violate

the antitrust laws; disassociate yourself from any such discussions or activities and leave any meeting in which they continue.

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03/16/2007

AgGateway Corporation

INTELLECTUAL PROPERTY RIGHTS POLICY

Definitions

“Standards” shall mean AgGateway’s electronic standards (including but not limited to

associated business practices, processes, methods, guidelines, and related products) that have

been and/or will be developed and implemented by AgGateway through the collaboration of its

members and others for the agriculture industry and its trading partners.

“Intellectual Property Rights” shall mean: The rights AgGateway, AgGateway’s members, and

intellectual property contributors have to intellectual property at various stages of AgGateway’s

publication-development process.

“Company” shall mean each individual company that is a member of AgGateway.

Policy

This Intellectual Property Rights Policy states the AgGateway policy regarding ownership of

Intellectual Property Rights in the Standards.

This Policy applies to activities of AgGateway as well as to any joint activities that involve

AgGateway with other entities, associations, and the like. However, this policy does not apply to

joint activities that involve one or more member of AgGateway through normal business

channels. All Companies as, as a condition of membership to AgGateway, agree to comply with

this Policy.

1. AgGateway may use and incorporate into the Standards any and all elements, ideas, and

information contributed, submitted, or disclosed by the Company, that is not presented as

confidential, proprietary or trade secret material of the Company, and permission for the use and

license of such elements, ideas, and information is granted to AgGateway.

2. AgGateway owns the Standards and all proprietary rights in the Standards. The

Company agrees that AgGateway may seek and obtain copyright, patent, or other intellectual

property protection in such Standards and any parts of such Standards, including registration

with applicable federal, state, or international bodies, and that AgGateway has the right to license

the Standards or any part of the Standards; provided, however, that each member Company shall

have a perpetual, world-wide, paid-up license to the Standards. As owner of the Standards,

AgGateway may reproduce, modify, display, perform, publicly disclose, sublicense, distribute,

and otherwise use the Standards in any manner.

3. The Company retains ownership of any individual elements, ideas, and information it

contributed and is free to use those elements, ideas, or information independently of the

Standards.

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4. (a) AgGateway shall permit each member Company to review the Standards for a

sixty (60) day period before publication. The Company agrees to notify AgGateway at

the earliest reasonable opportunity if the Company becomes aware that the development

or use of the Standards is likely to cause infringement of any patent, trademark,

copyright, or other rights (collectively referred to as “IP Rights”) of a third party or that

the Company controls

(b) If the IP Rights were created after the development or use of that portion of the

Standards, then the Company agrees to refrain from asserting or enforcing any IP Rights

that it controls against infringing activity by AgGateway or any third party that develops

or uses the Standards if the infringing activity is caused by the development or use of the

Standards. If the IP Rights were created before the development or use of that portion of

the Standards, then the Company, during the 60 day review period outlined in 4(a) above,

may assert or enforce its rights against the Standards. In such case, Company can request

that those IP rights (confidential, proprietary or trade secret elements) be removed from

the Standards. If there are no assertions by Company of IP rights violation in the

Standards during the 60 day review period, the Standards will be published. Once

published, AgGateway owns the Standards and all proprietary rights in the Standards as

stated in 2. above.

(c) The Company agrees to grant to any and all users of the Standards a perpetual,

non-exclusive, royalty-free, irrevocable license to implement, use, copy, modify, and

distribute any Company contributions as part of the Standards, but the Company may

condition such grant on the receipt of reciprocal licenses to all applicable IP Rights with

respect to the Standards.

(d) AgGateway shall incorporate a review period in the Standards approval process

allowing identification by the Company of any IP Rights in the Standards. AgGateway

agrees to remove any identified IP Rights from the Standards unless the Company agrees

to not enforce its rights as defined in the provisions of Sections 4(b) and 4(c) with respect

to such IP Rights.

(e) If AgGateway is made aware of, or if the Company identifies, IP Rights in the

Standards within twenty-four (24) months after issuance of the Standards, the Company

agrees to grant the licenses described in Section 4(c) for a period beginning with the

issuance of such Standards through a twelve (12) month “grace period” effective after the

announcement or identification of such IP Rights with respect to all products and services

that are offered for sale or are used through the end of such grace period. If IP Rights in

the Standards is identified after twenty-four (24) months after issuance of the Standards,

and the Company was given an opportunity to review the Standards for IP rights as

defined in Section 4(a), then the Company agrees to grant the licenses described in

Section 4(c). If the Company was not given an opportunity to review the Standard for IP

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rights as defined in Section 4(a), then the Company has the right to assert its rights as

outlined in Section 4(b).

(f) Neither AgGateway nor its member companies, their officers, directors,

employees, or agents, shall be liable for any claims, losses, damages, or expenses in

connection with any infringement related to use of the Standards.

5. The Company waives confidentiality in its contributions to the Standards, such that

neither AgGateway nor any other participant assumes any confidentiality obligations, unless the

document, remark or contribution is labeled “confidential”.

6. The Company acknowledges that, in the event of the Company’s termination of its

membership or participation in the AgGateway Standards setting process, this Policy shall

survive and will continue in force and effect with respect to any contributions made up to the

date of termination.