🚧 tentative; not yet reviewed

agreements/project-contribution/asset-transfer-agreement.md

@@ -48,49 +48,54 @@ Operational responsibilities, including the ongoing management and quality stand
 
 All capitalized terms used in this Transfer Agreement not defined in it are as defined in the [Fiscal Sponsorship Agreement][fs-landing].
 
-**Assets**: The intangible assets needed by Project for it to operate under the auspices of Sponsor without any disruption, alteration, or modification of the operations, processes, or activities.
-The attached [schedules of assets](#schedules) are intended to provide a comprehensive list of all assets being transferred; however, the schedules are not binding and the parties retain the right to amend the schedules as necessary.
+**Assets**: The intangible assets specified in this agreement that are needed by Project to operate under the auspices of Sponsor without any disruption, alteration, or modification of the operations, processes, or activities.
+The attached [schedules of assets](#schedules) identify the assets being transferred under this agreement; however, the schedules are not binding and the parties retain the right to amend the schedules as necessary.
 
 **Contributor License Agreements**: The written agreements pursuant to which the Assignor has received licenses from others that allow for the reproduction, modification or distribution of third party contributions made to the Software.
 
 **Copyrights**: The copyrights owned by Assignor for the Software, including registrations, applications, renewals, and all related past and future infringement claims.
 
 **Domain Names**: The internet domain names used by the Project.
 
-**Hosting Accounts**: The accounts used by the Project for hosting of its software and related operations, such as web hosting accounts, version control repositories, document hosting platforms, build and testing servers, and cloud infrastructure.
+**Hosting Accounts**: The accounts used by the Project for hosting of its software and related operations, such as web hosting accounts, document hosting platforms, build and testing servers, and cloud infrastructure.
 
 **Social Media and Email Accounts**: The social media and email accounts used by the Project, excluding Hosting Accounts.
 
 **Software**:  The computer programs associated with the Project, and their documentation, over which the Assignor exercises control through hosting or acting as maintainer.
 
+**Source Code Repositories**: The version control repositories used by the Project to maintain its software, documentation, and related artifacts, over which the Assignor exercises control through hosting or acting as maintainer.
+
 **Trademarks**: The trademarks, service marks, logos, trade dress and trade names, registered or unregistered, used by the Project, including the associated goodwill and all past and future infringement claims related to them.
 
 ## Transfer of Assets
 
-Assignor hereby transfers, and the Sponsor hereby acquires, all of the Assets and all rights in the Assets, including all intellectual property rights.
-
-The Assets include, but are not limited to:
-
-- [ ] Copyrights ([Schedule A](#schedule-a-registered-copyrights));
-- [ ] Domain Names ([Schedule B](#schedule-b-domain-names));
-- [ ] Hosting Accounts ([Schedule C](#schedule-c-hosting-accounts));
-- [ ] Social Media and Email Accounts ([Schedule D](#schedule-d-social-media-and-email-accounts));
-- [ ] Trademarks ([Schedule E](#schedule-e-trademarks));
-- [ ] Contributor License Agreements; and/or
-- [ ] Other – Describe
-    `_____________________________________________________________________________________________________________`.
+Assignor hereby transfers, and the Sponsor hereby acquires, the Assets identified in the schedules below and all rights in those Assets, including all intellectual property rights.
 
 Assignor shall provide all necessary credentials and assist as needed in the transfer of the Assets to the Sponsor.
 
 After the transfer of Assets, the Sponsor will have administrative control of the Hosting Accounts and Social Media and Email Accounts, but the Signatories retain all access rights necessary to continue operating the Project.
 
-Assignor shall provide electronic copies of all Contributor License Agreements.
-
-Assignor agrees to execute any additional documents, such as Exhibit A, and perform any further acts that Sponsor may reasonably request to effectuate the purposes of this Transfer Agreement and to fully establish and secure Assignee's rights in the Assets.
+Assignor agrees to execute any additional documents, such as Exhibit A for registered Trademarks, and perform any further acts that Sponsor may reasonably request to effectuate the purposes of this Transfer Agreement and to fully establish and secure Assignee's rights in the Assets.
 
 Assignor hereby grants Sponsor a limited power of attorney, coupled with an interest, to sign, on Assignor's behalf, any additional documents that Assignor may need in order to record the assignment of the Assets with government offices.
 Sponsor will only do so if Assignor does not sign the documents within a reasonable period of time after Sponsor's request.
 
+### Applicable Asset Categories
+
+This agreement covers the transfer of assets in the following categories.
+The specific assets being transferred are detailed in the corresponding schedules:
+
+[Select all that apply and complete corresponding schedules]
+
+- [ ] Source Code Repositories ([Schedule A](#schedule-a-source-code-repositories))
+- [ ] Domain Names ([Schedule B](#schedule-b-domain-names));
+- [ ] Hosting Accounts ([Schedule C](#schedule-c-hosting-accounts));
+- [ ] Social Media and Email Accounts ([Schedule D](#schedule-d-social-media-and-email-accounts));
+- [ ] Trademarks ([Schedule E](#schedule-e-trademarks));
+- [ ] Copyrights ([Schedule F](#schedule-f-registered-copyrights));
+- [ ] Other – Describe
+    `_____________________________________________________________________________________________________________`.
+
 ### Effective Date
 
 This Transfer Agreement is effective on the Effective Date above.
@@ -127,11 +132,33 @@ By signing below, the parties agree to the terms and have executed this Asset Tr
 
 ## Schedules
 
-### SCHEDULE A: Registered Copyrights
+### SCHEDULE A: Source code repositories
 
-| Title | Country | Reg No |
-| ----- | ------- | ------ |
-| __    | __      | __     |
+(List of individual repositories or organizations/groups of repositories)
+
+- __
+
+#### Contributor License Agreements
+
+For repositories listed above:
+
+1. **Existing Agreements**:
+   Assignor shall provide records of all existing Contributor License Agreements in an agreed-upon electronic format.
+   This may include:
+   - Database exports
+   - Tool configuration files
+   - PDF or electronic copies
+   - Access to existing CLA management systems
+
+2. **Management System**:
+   - Current CLA management approach: [Describe tool/system in use]
+   - Current administrator: [Entity/ID managing CLAs]
+   - Transition plan: [Steps to transfer administration to Sponsor]
+
+3. **Future Agreements**:
+   After transfer, new CLAs will be managed under Sponsor's oversight using:
+   - Sponsor's designated management tools/systems, or
+   - Project-specific configuration approved by Sponsor
 
  
 
@@ -151,14 +178,6 @@ By signing below, the parties agree to the terms and have executed this Asset Tr
 
  
 
-#### Source code repositories
-
-(List of individual repositories or organizations/groups of repositories)
-
-- __
-
- 
-
 ### SCHEDULE D: Social Media and Email Accounts
 
 (List of project-specific social media and email accounts)
@@ -185,6 +204,14 @@ By signing below, the parties agree to the terms and have executed this Asset Tr
 
  
 
+### SCHEDULE F: Registered Copyrights
+
+| Title | Country | Reg No |
+| ----- | ------- | ------ |
+| __    | __      | __     |
+
+ 
+
 ## Exhibits
 
 ### Exhibit A

agreements/project-contribution/fiscal-sponsorship-agreement.md

@@ -36,7 +36,7 @@ This Agreement incorporates by reference the [Terms and Conditions][] for Fiscal
 
 Sponsor’s mission is to foster a diverse community to collaboratively create, maintain, and evolve open source libraries, tools, and frameworks to ensure their long-term growth and stability.
 
-The purpose of the Project (the "Project Purposes") is to produce, distribute, document, and improve software and/or documentation published under an Open Source Initiative (OSI) approved license, and to facilitate and organize its production, improvement and ease of use.
+The purpose of the Project (the "Project Purposes") is to produce, distribute, document, and improve software and/or documentation in accordance with the Foundation's [Intellectual Property Policy][], and to facilitate and organize its production, improvement and ease of use.
 
 Sponsor’s governing body (the "Council") has determined that acting as the Project’s fiscal sponsor by receiving assets and incurring liabilities identified for the Project Purposes and using them to pursue the Project Purposes will further the mission of the Sponsor and the common business interests of its members.
 
@@ -45,7 +45,8 @@ The Council has approved the creation of a restricted fund to support the Projec
 The Sponsor is a Florida nonprofit corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code ("IRC").
 
 The individuals listed as Signatories desire to manage the Project on behalf of the Sponsor, subject to the Sponsor’s [discretion and control](#collaborative-management).
-Future project leaders, upon assuming leadership roles, shall be required to acknowledge and agree to the terms of this agreement as a condition of their role. Records of the current Signatories will be jointly maintained alongside asset inventories as defined in the [Terms and Conditions][].
+Future project leaders, upon assuming leadership roles, shall be required to acknowledge and agree to the terms of this agreement as a condition of their role.
+Records of the current Signatories will be jointly maintained alongside asset inventories as defined in the [Terms and Conditions][].
 
 ## Agreement
 
@@ -162,10 +163,12 @@ It is the intent of the parties that this Agreement should be interpreted to pro
 
 ### Performance of Exempt Purposes
 
-Because the Sponsor is subject to the complex legal and tax rules applicable to IRC Section 501(c)(6) trade associations and the Project is an operation of the Sponsor, all of the assets received by the Sponsor under the terms of this Agreement shall be devoted to the Project Purposes, within the tax-exempt purposes of the Sponsor.
+Because the Sponsor is subject to the complex legal and tax rules applicable to IRC Section 501(c)(6) trade associations and the Project is an operation of the Sponsor, all of the assets received by the Sponsor under the terms of this Agreement shall be devoted to the Project Purposes, within the tax-exempt purposes of the Sponsor and in furtherance of the common business interests of its members.
 
 - No change to the Project Purposes may be made without the prior written approval of the Sponsor.
 
+- Any attempts to influence legislation or advocate for or against any candidate for political office must comply with IRC Section 501(c)(6) limitations and shall be subject to oversight by the Sponsor.
+
 - Expenditures for any attempt to influence legislation or advocate for or against any candidate for political office within the meaning of IRC Section 501(c)(6) shall be subject to limitations imposed by the Sponsor.
 
 - The Sponsor will not use, and will not permit the use of, any portion of the assets to cause any private inurement to occur[^2], nor to take any other action inconsistent with IRC Section 501(c)(6).
@@ -180,9 +183,9 @@ This Agreement may be terminated by the Sponsor upon thirty (30) days’ written
 
 1. The Sponsor determines that the objectives of the Project can no longer reasonably be accomplished by the Sponsor;
 
-2. The Sponsor determines in its reasonable discretion that continued sponsorship of the Project is inconsistent with the Sponsor’s charitable purposes or tax-exempt status; or
+2. The Sponsor determines in its reasonable discretion that continued sponsorship of the Project is inconsistent with the Sponsor’s purposes or tax-exempt status; or
 
-3. The Sponsor determines in its reasonable discretion that another organization would better serve the Project’s charitable purposes as a fiscal sponsor.
+3. The Sponsor determines in its reasonable discretion that another organization would better serve the Project’s purposes as a fiscal sponsor.
 
 This Agreement may be terminated, with or without cause, by the Signatories at any time upon thirty (30) days’ written notice to the Sponsor.
 
@@ -201,19 +204,22 @@ Upon termination of this Agreement, the Sponsor and Signatories shall work toget
 
 - Once the parties agree on a Successor, the balance of assets in the Sponsor’s restricted fund for the Project, together with any other tangible and intangible assets held and liabilities incurred by the Sponsor in connection with the Project, shall be transferred to the Successor at the end of the notice period or any mutually agreed upon extension thereof, subject to the approval of any third parties that may be required.
 
-- If no Successor acceptable to both parties is found by the end of the notice period or any mutually agreed upon extension thereof, or if the Project was terminated by the Sponsor as a result of a material breach of this Agreement by the Signatories, the Sponsor may dispose of the Project assets and liabilities in any manner consistent with applicable tax and charitable trust laws.
+- If no Successor acceptable to both parties is found by the end of the notice period or any mutually agreed upon extension thereof, or if the Project was terminated by the Sponsor as a result of a material breach of this Agreement by the Signatories, the Sponsor may dispose of the Project assets and liabilities in any manner consistent with applicable tax laws.
 
 - Administrative fees deducted by the Sponsor under [Fundraising and Financial Management](#fundraising-and-financial-management) shall not be refundable upon termination, or under any other circumstances.
 
 ### Conflict Resolution
 
 In the event of a dispute between the Project and the Sponsor, both parties agree to make a good faith effort to reconcile their differences through direct negotiation.
 
+Any resolution reached through negotiation or mediation must maintain compliance with IRC Section 501(c)(6) requirements and further the common business interests of the Sponsor's members.
+The Sponsor retains final authority over decisions that could affect its tax-exempt status or the collective interests of its membership.
+
 If resolution cannot be reached through negotiation within thirty (30) days, the parties may submit the dispute to mediation by a mutually agreed upon mediator.
 
 Should mediation fail, the Project shall have the option of terminating this Agreement and finding a Successor as outlined in [Effect of Termination](#effect-of-termination).
 
-If the Project is unable to find a Successor, the Sponsor may dispose of the Project’s assets and liabilities in any manner consistent with applicable tax and charitable trust laws.
+If the Project is unable to find a Successor, the Sponsor may dispose of the Project’s assets and liabilities in any manner consistent with applicable tax laws.
 
 In the event of any controversy, claim, or dispute between the parties arising out of or relating to this Agreement or its alleged breach, the prevailing party shall, in addition to any other relief, be entitled to recover its reasonable attorneys’ fees and costs of sustaining its position.
 
@@ -273,5 +279,6 @@ IN WITNESS WHEREOF, the parties have executed this Fiscal Sponsorship Agreement
     `Date:  ⎣_____________________________________________⎦`  
 
 [Conflict of Interest Policy]: https://www.commonhaus.org/policies/conflict-of-interest/
+[Intellectual Property Policy]: https://www.commonhaus.org/policies/ip-policy/
 [Terms and Conditions]: https://www.commonhaus.org/policies/fiscal-sponsorship/terms-and-conditions.html
 [fs-landing]: https://www.commonhaus.org/policies/fiscal-sponsorship/

agreements/project-contribution/terms-and-conditions.md

@@ -42,7 +42,7 @@ Projects must meet the following criteria to be eligible for fiscal sponsorship:
 The project must align with the Sponsor’s mission to foster a diverse community to collaboratively create, maintain, and evolve open source libraries, tools, and frameworks.
 
 **Open Source License:**
-The project must produce, distribute, document, and improve software and/or documentation published under an Open Source Initiative (OSI) approved license.
+The project must produce, distribute, document, and improve software and/or documentation in accordance with the Foundation's [IP Policy][], which requires OSI-approved licenses for software.
 
 **Source Code:**
 Project code must be publicly accessible on any public code-hosting platform (like GitHub, GitLab, or BitBucket).
@@ -136,7 +136,8 @@ The Project must comply with all applicable laws and regulations, including thos
 
 The Sponsor may periodically review the Project’s financial, operational, and governance practices to ensure alignment with the Sponsor’s mission, adherence to applicable laws and policies, and compliance with quality standards associated with the Sponsor’s trademarks.
 
-These reviews, conducted in collaboration with the Signatories, may result in recommendations for adjustments to the Project’s mission, operating model, cost structure, or governance. The Sponsor may also provide guidance to maintain the quality and representation of the Project’s Marks, which the Signatories agree to implement promptly to uphold brand integrity.
+These reviews, conducted in collaboration with the Signatories, may result in recommendations for adjustments to the Project’s mission, operating model, cost structure, or governance.
+The Sponsor may also provide guidance to maintain the quality and representation of the Project’s Marks, which the Signatories agree to implement promptly to uphold brand integrity.
 
 These reviews may occur annually or more frequently, at the Sponsor’s discretion, provided they do not impose an undue burden on the Project.