From 5c504bf99ca5b7621f722159e6199d5120315cfe Mon Sep 17 00:00:00 2001 From: Erin Schnabel Date: Mon, 16 Dec 2024 20:35:20 -0500 Subject: [PATCH 01/10] =?UTF-8?q?=F0=9F=93=9D=20Fiscal=20Sponsorship=20Agr?= =?UTF-8?q?eements?= MIME-Version: 1.0 Content-Type: text/plain; charset=UTF-8 Content-Transfer-Encoding: 8bit --- .github/docker-build-pdf.sh | 6 +- agreements/project-contribution/README.md | 25 +- .../asset-transfer-agreement.md | 216 +++++++++++++ .../fiscal-sponsorship-agreement.md | 277 ++++++++++++++++ .../terms-and-conditions.md | 296 +++++++++++++++++- 5 files changed, 809 insertions(+), 11 deletions(-) create mode 100644 agreements/project-contribution/asset-transfer-agreement.md create mode 100644 agreements/project-contribution/fiscal-sponsorship-agreement.md diff --git a/.github/docker-build-pdf.sh b/.github/docker-build-pdf.sh index 8a7d545..bf19ff1 100755 --- a/.github/docker-build-pdf.sh +++ b/.github/docker-build-pdf.sh @@ -207,9 +207,9 @@ function to_agreement_doc() { if [[ -z "${SKIP_AGREEMENTS}" ]]; then # function is_draft markdown source (no extension) to_agreement_doc false bootstrapping/bootstrapping bootstrapping-agreement -# to_agreement_doc true project-contribution/asset-transfer-agreement -# to_agreement_doc true project-contribution/fiscal-sponsorship-agreement -# to_agreement_doc true project-contribution/fiscal-sponsorship-terms-and-conditions + to_agreement_doc true project-contribution/asset-transfer-agreement + to_agreement_doc true project-contribution/fiscal-sponsorship-agreement + to_agreement_doc true project-contribution/terms-and-conditions fi ls -al output/public \ No newline at end of file diff --git a/agreements/project-contribution/README.md b/agreements/project-contribution/README.md index b7179b9..2b847bf 100644 --- a/agreements/project-contribution/README.md +++ b/agreements/project-contribution/README.md @@ -1,6 +1,23 @@ ---- -status: draft ---- # Project Hosting and Fiscal Sponsorship -Coming soon. +These agreements define the terms for projects and contributors working with the Foundation. They outline roles, responsibilities, and expectations for projects hosted by the Foundation. + +- **Terms and Conditions**: + This document applies to all projects hosted by the Foundation. + - [Read the Terms and Conditions][fs-terms] + +- **Fiscal Sponsorship Agreement**: + This agreement establishes the relationship between the Foundation and the individuals responsible for Project operations. + - [docx][fs-docx] | [pdf][fs-pdf] + +- **Asset Transfer Agreement**: + This agreement formalizes the transfer of assets such as trademarks, domains, or intellectual property to the Foundation. It sets the terms for transferring ownership from the current holder—whether a Project Signatory, employer, or another party. + - [docx][asset-transfer-docx] | [pdf][asset-transfer-pdf] + +These documents are regularly reviewed and updated to reflect best practices and changing requirements. + +[fs-docx]: https://docs.google.com/document/d/1HwfUV0dLacVxkqcIxphIHK-wt6i0K1Pn/edit?usp=sharing&ouid=118260000630928579528&rtpof=true&sd=true +[fs-pdf]: https://drive.google.com/file/d/18LCyzXYgP7FNcrbxgr61mn4j69q5yNKH/view?usp=drive_link +[fs-terms]: https://www.commonhaus.org/policies/project-hosting/terms-and-conditions.html +[asset-transfer-docx]: https://docs.google.com/document/d/1PtDgfXKUJ3DotLRkCB8Zv6CrSL6WKV4F/edit?usp=sharing&ouid=118260000630928579528&rtpof=true&sd=true +[asset-transfer-pdf]: https://drive.google.com/file/d/1aGyOAZpLKupYqGGswgA2sr3QEktK_i7D/view?usp=drive_link diff --git a/agreements/project-contribution/asset-transfer-agreement.md b/agreements/project-contribution/asset-transfer-agreement.md new file mode 100644 index 0000000..426324b --- /dev/null +++ b/agreements/project-contribution/asset-transfer-agreement.md @@ -0,0 +1,216 @@ +# Asset Transfer Agreement + +**Effective Date:** `__________________________` + +--- + +**Project:** `_________________________________` (“Project”) + +*Assignor(s):* + +- `__________________________________________________________` +- `__________________________________________________________` +- `__________________________________________________________` + +*Principal Office or Primary Address of Assignor(s):* + +`____________________________________________________________` +`____________________________________________________________` +`____________________________________________________________` +`____________________________________________________________` + +*Assignor Email:* `________________________________________` + +--- + +**Sponsor:** *Commonhaus Foundation, Inc.* + +*Sponsor Address:* +6526 OLD BRICK ROAD, #120-175 +WINDERMERE, FL 34786 + +*Sponsor Email:* `legal@commonhaus.org` + +--- + +This Asset Transfer Agreement ("Transfer Agreement") is made by and between Commonhaus Foundation ("Sponsor") and the Assignor(s) (“Assignor”) on behalf of the Project. + +## Recitals + +This Agreement governs the transfer of assets from the Assignor to the Sponsor in furtherance of the purposes and goals described in the [Fiscal Sponsorship Agreement][fs-landing]. + +The intangible assets associated with the Project, as described below, will be transferred to the Sponsor, and the Sponsor will assume responsibility for the Project’s operations. +After the transfer, the Assignor will no longer have any operational responsibility for the Project, except where other agreements apply (e.g., if the Assignor is also a Signatory of the Fiscal Sponsorship Agreement or continues to provide services to those Signatories). + +Operational responsibilities, including the ongoing management and quality standards for these assets, are further outlined in the Fiscal Sponsorship Agreement and [Terms and Conditions][]. + +## Definitions + +All capitalized terms used in this Transfer Agreement not defined in it are as defined in the Fiscal Sponsorship Agreement. + +**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. + +**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. + +**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. + +**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 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 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. + +### Effective Date + +This Transfer Agreement is effective on the Effective Date above. + +### Governing Law + +This Transfer Agreement shall be governed by and construed in accordance with the laws of the State of Florida. + +### Controlling Agreement + +In the event of any conflict between the terms of this Transfer Agreement and the Fiscal Sponsorship Agreement, the terms of this Transfer Agreement shall control. + +### Amendments + +This Transfer Agreement may be amended only in writing signed by both parties. + +### Counterparts + +This Transfer Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. + +By signing below, the parties agree to the terms and have executed this Asset Transfer Agreement as of the Effective Date. + +- **Assignor:** `__________________________________` + `By: ⎣_____________________________________________⎦` + `Name: ⎣_____________________________________________⎦` + `Title: ⎣_____________________________________________⎦` + `Date: ⎣_____________________________________________⎦` + +- **Sponsor:** *Commonhaus Foundation, Inc.* + `By: ⎣_____________________________________________⎦` + `Name: ⎣_____________________________________________⎦` + `Title: ⎣_____________________________________________⎦` + `Date: ⎣_____________________________________________⎦` + +## Schedules + +### SCHEDULE A: Registered Copyrights + +| Title | Country | Reg No | +| ----- | ------- | ------ | +| __ | __ | __ | + +  + +### SCHEDULE B: Domain Names + +| Domain name | Registrar | +| ----------- | --------- | +| __ | __ | + +  + +### SCHEDULE C: Hosting Accounts + +(List of web hosting accounts, document hosting platforms, build and testing servers, and cloud infrastructure) + +- __ + +  + +#### 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) + +- __ + +  + +### SCHEDULE E: Trademarks + +#### Registered Trademarks + +| Trademark | Country | Appln Date | Appln No | Reg Date | Reg No | +| --------- | ------- | ---------- | -------- | -------- | ------ | +| __ | __ | __ | __ | __ | __ | + +  + +#### Unregistered Trademarks + +(List; should be the same as what is in the Trademark List) + +- __ + +  + +## Exhibits + +### Exhibit A + +CONFIRMATORY TRADEMARK ASSIGNMENT + +WHEREAS, [Assignor] a [state or country of formation and type of entity] with an office located at [address] ("Assignor"), adopted and used in its business the trademarks as shown on the attached Schedule of Trademarks ("Marks"), incorporated by reference herein; and + +WHEREAS, Commonhaus Foundation, Inc., a Florida not for profit corporation with an office located at 6526 Old Brick Road, #120-175, Windermere, FL 34786 ("Assignee"), is acquiring the entire business of Assignor, including said Marks and the applications therefor or registrations thereof; + +NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, said Assignor assigns unto the said Assignee as of [effective date of assignment], all right, title and interest in and to the said Marks and any applications therefor or registrations thereof,** including the right of priority, as shown on the attached Schedule A incorporated by reference herein, together with the goodwill of the business symbolized by the Marks and with the right to recover and have damages and profits for past infringement, if any. + +IN WITNESS WHEREOF, the said Assignor has caused this instrument to be executed by its duly authorized corporate officer as of +the _______ day of [month], [year]. + +*Assignor:* `⎣________________________________________⎦` +`By: ⎣_____________________________________________⎦` +`Name: ⎣_____________________________________________⎦` +`Title: ⎣_____________________________________________⎦` +`Date: ⎣_____________________________________________⎦` + +*Commonhaus Foundation, Inc.* +`By: ⎣_____________________________________________⎦` +`Name: ⎣_____________________________________________⎦` +`Title: ⎣_____________________________________________⎦` +`Date: ⎣_____________________________________________⎦` + +[fs-landing]: https://www.commonhaus.org/policies/project-hosting/ +[Terms and Conditions]: https://www.commonhaus.org/policies/project-hosting/terms-and-conditions.html diff --git a/agreements/project-contribution/fiscal-sponsorship-agreement.md b/agreements/project-contribution/fiscal-sponsorship-agreement.md new file mode 100644 index 0000000..575a41a --- /dev/null +++ b/agreements/project-contribution/fiscal-sponsorship-agreement.md @@ -0,0 +1,277 @@ +# Fiscal Sponsorship Agreement + +**Effective Date:** `⎣______________________________⎦` + +--- + +**Project:** `⎣_____________________________________⎦` (“Project”) + +*Principal Office or Primary Address:* +` ⎣________________________________________________⎦` +` ⎣________________________________________________⎦` +` ⎣________________________________________________⎦` +` ⎣________________________________________________⎦` + +*Project Signatories:* + +- `_________________________________________` +- `_________________________________________` + +--- + +**Sponsor:** *Commonhaus Foundation, Inc.* + +*Sponsor Address:* +6526 OLD BRICK ROAD, \#120-175 +WINDERMERE, FL 34786 + +*Sponsor Email:* `legal@commonhaus.org` + +--- + +This Fiscal Sponsorship Agreement ("Agreement") is made by and between Commonhaus Foundation ("Sponsor") and the Project Signatories ("Signatories") on behalf of the Project. +This Agreement incorporates by reference the [Terms and Conditions][] for Fiscal Sponsorship ("Terms"). + +## Recitals + +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. + +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. + +The Council has approved the creation of a restricted fund to support the Project’s purposes, as detailed in the [Restricted Fund](#restricted-fund-and-variance-power) section. + +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][]. + +## Agreement + +For purposes of this Agreement, the term “Project” refers to the coordinated activities and associated assets aimed at achieving the Project Purposes, under the stewardship of the Signatories. + +On the Effective Date, the Sponsor shall assume responsibility for the Project as described in the [Collaborative Management](#collaborative-management) section. +This arrangement shall remain in effect unless and until terminated as provided under the [Termination](#termination) section of this Agreement. + +**The Project is not a separate legal entity and is not an agent of the Sponsor.** +The Signatories acknowledge that they and the Project do not, and shall not, act as an agent for the Sponsor unless specifically authorized in writing. + +The Signatories shall abide by the [Terms and Conditions][], which the Sponsor may amend as described in those Terms. + +### Project Management and Activities + +From the Effective Date, the following activities shall be conducted in the name of the Sponsor, under its oversight and guidance, as provided in the [Collaborative Management](#collaborative-management) section of this Agreement and in accordance with the Sponsor's [Terms and Conditions][]: + +- Community programs +- Public information work +- Fundraising events +- Processing and acknowledgment of cash and non-cash revenue items +- Accounts payable and receivable +- Negotiation of leases and contracts +- Disbursement of Project funds (including grants) +- Other activities conducted in furtherance of the Project + +### Independent Activities + +Individuals and organizations working on the Project are permitted to engage in independent activities to promote and support the Project, including: + +- Hosting and participating in community events related to the Project +- Promoting the Project at various events and through different channels + +These independent activities do not require prior approval from the Sponsor. +However, the financial management and legal compliance of independently raised funds rest solely with the individuals or groups managing those funds. +They must ensure that appropriate financial mechanisms are followed and that these activities do not conflict with the Sponsor's policies or jeopardize its tax-exempt status. + +### Periodic Review + +The Sponsor may periodically review the Project, as outlined in the [Terms and Conditions][] and this Agreement, to ensure compliance with applicable laws, policies, and quality standards associated with Sponsor-managed assets. + +### Assets and Property + +All tangible and intangible property, including but not limited to copyrights, domain names, social media accounts, email addresses, trademarks, and intellectual property created with Project funds or acquired by the Project, shall be held by the Sponsor for the exclusive benefit of the Project’s purposes. + +The Sponsor retains sole ownership of all trademarks, service marks, logos, and other brand elements (collectively, “Marks”) associated with the Project. +All goodwill generated through the use of these Marks inures solely to the benefit of the Sponsor. +The Signatories acknowledge and agree that their use of the Marks does not confer any ownership rights in the Marks to the Signatories or any individuals or entities associated with the Project. + +The transfer of assets associated with the Project may involve one or more [Asset Transfer Agreements][fs-landing], depending on the scope and nature of the resources being transferred. +Each agreement will specify the terms and inventory of assets to ensure a comprehensive and organized transition. +Ongoing updates to asset inventories will be managed as described in the [Terms and Conditions][]. + +### Collaborative Management + +The Sponsor and Signatories will collaborate to manage the Project’s day-to-day operations, ensuring alignment with the Sponsor’s quality standards, mission, and the Project’s purposes. + +**Project Representative:** Signatories will nominate a representative for the Project to the Extended Governance Committee (EGC). +This representative will be the primary contact with the Sponsor for the Project, and the Sponsor may rely on information and instructions provided by the Project representative. + +**Management Authority:** +Beginning on the Effective Date, the Signatories will assume responsibility for the ongoing development and maintenance of Project materials, software, and related services, acting on behalf of the Sponsor and in accordance with the terms of this Agreement and the Sponsor’s policies. +The Sponsor retains ultimate oversight and authority, along with necessary administrative access, to ensure continuity and alignment with the Sponsor’s mission and quality standards as described in the [Terms and Conditions][]. + +The Signatories agree to uphold the quality of the Project’s offerings, ensuring that all goods, services, and representations associated with the Project and bearing the Marks meet the Sponsor’s standards. +In the event that quality issues arise which could impact the goodwill associated with the Marks, the Sponsor may provide guidance. +The Signatories agree to promptly implement such guidance to maintain consistency with the Sponsor’s quality expectations. + +### Fundraising and Financial Management + +**Sponsor-Managed Funds:** +The Sponsor will take ownership of the Project’s assets as defined in the [Assets and Property](#assets-and-property) section and manage funds on behalf of the Project in compliance with its tax-exempt status (501(c)(6)). +All funds managed by the Sponsor will be handled according to the Sponsor’s financial policies and procedures to ensure compliance with tax laws. +The Sponsor shall be permitted to debit (or withhold) administrative fees from the Project’s [restricted fund](#restricted-fund-and-variance-power) an amount equal to the administrative fees, interest, and charges for any extra services as specified in the [Terms and Conditions][] and Policies then in effect, and credit to the Sponsor’s general fund. +Such fees, interest, and charges are necessary to compensate the Sponsor for its services in administering the Project and thus become unrestricted rather than restricted assets when credited to the Sponsor’s general fund. + +**Fundraising Activities:** +The Project may solicit gifts, contributions, and grants to the Sponsor identified as made in support of the Project Purposes. +The Project will provide information and the text of the Project’s fundraising materials for the Sponsor’s review in advance of the use and distribution of these materials. +The Signatories agree to make changes to fundraising materials as the Sponsor determines are necessary to ensure compliance with applicable laws. + +**Fundraising Independence:** +Individuals and organizations working on the Project may independently raise funds and compensate contributors, provided such activities comply with applicable laws and do not conflict with this Agreement or the Sponsor’s policies. + +To avoid confusion, independent financial activities must be clearly distinguished from those managed by the Sponsor. +Public communications about such activities must include disclaimers clarifying that these funds are not part of the fiscal sponsorship arrangement and are managed solely by the responsible individuals or organizations. + +The Sponsor bears no responsibility for the financial management or legal compliance of independently raised funds. +Those managing such funds must ensure compliance with all applicable laws and regulations. + +**Transparency and Coordination:** +While external fundraising and financial management are permitted, Signatories are encouraged to maintain transparency and coordinate with the Sponsor to ensure alignment with the Sponsor’s mission and the Project’s goals and purposes. +This includes providing relevant updates on independent activities that may affect the Project’s reputation, deliverables, or relationship with the Sponsor. + +### Restricted Fund and Variance Power + +Beginning on the Effective Date, all monetary contributions to the Project will be placed in a restricted fund, used solely for the Project Purposes. + +**Expenditure Authority:** +While the Sponsor will delegate certain expenditure authority to the Signatories as provided in this Agreement and the [Terms and Conditions][], the Sponsor retains the unilateral right to spend such funds to accomplish the Project Purposes as nearly as possible[^1] within the Sponsor’s sole judgment, subject to any more specific donor-imposed restrictions on the use of such assets. + +[^1]: This provision is meant to ensure that if it is no longer feasible for the funds to be spent for the Project Purposes (for example if a sponsored project ceases to operate), CF can use the funds for other projects without seeking approval of a court. + +- The restricted fund must be used in alignment with donor intent and for tax-exempt purposes. + +- Neither party shall spend or otherwise obligate the Sponsor to pay for an amount or amounts exceeding the balance in the restricted fund, nor shall either party authorize or permit anyone to do so. + +- The parties agree that all money and the fair market value of all property in the restricted fund be reported as the income of the Sponsor on the Sponsor’s financial statements and tax returns. + +It is the intent of the parties that this Agreement should be interpreted to provide the Sponsor with variance powers necessary to enable the Sponsor to treat the restricted fund as the Sponsor’s asset in accordance with Accounting Standards Codification (ASC) paragraphs ASC 958-605-25-25 and -26, formerly expressed in [Statement No. 136][136] issued by the [Financial Accounting Standards Board (FASB)][fasb]. + +[fasb]: https://asc.fasb.org/ +[136]: https://fasb.org/page/PageContent?pageId=/reference-library/superseded-standards/summary-of-statement-no-136.html&bcpath=tff + +### 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. + +- No change to the Project Purposes may be made without the prior written approval of 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). + +[^2]: "Private inurement" means an inappropriate financial benefit to an insider, such as a board member, officer, or member, as addressed in more detail in the [Conflict of Interest Policy][]. + +### Termination + +Either party may terminate this Agreement, based upon a material breach of this Agreement by the other party, by giving ten (10) days’ written notice to the other party. + +This Agreement may be terminated by the Sponsor upon thirty (30) days’ written notice if: + +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 + +3. The Sponsor determines in its reasonable discretion that another organization would better serve the Project’s charitable 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. + +If Project leaders are found to be in violation of the law with respect to Project-related activities, the Sponsor retains the right to terminate this Agreement immediately and take necessary actions to ensure compliance with all applicable laws and regulations. + +#### Effect of Termination + +Upon termination of this Agreement, the Sponsor and Signatories shall work together in good faith to dispose of any Project assets and liabilities as follows: + +- The *notice period* may be extended by mutual agreement of the parties, provided that the Sponsor will not unreasonably withhold its approval of an extension. + +- During the notice period: + - The Signatories will identify another organization (including an organization that was formed by the Signatories for this purpose) that is tax-exempt under IRC Section 501(c)(6) or 501(c)(3) (a "Successor") and is willing and able to sponsor the Project. + - "Able" means that transition of the Project to the Successor is consistent with the common business interests of the Sponsor’s members and the Successor has the financial and administrative capacity to manage the Project competently. + - Before being eligible to succeed to the role of sponsor of the Project, the Successor shall be subject to the approval of the Sponsor, which approval shall not be unreasonably withheld or delayed. + +- 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. + +- 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. + +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. + +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. + +### Limitation of Liability + +In no event shall either party be liable to the other party or to any third party for any indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with this Agreement, whether or not the party has been advised of the possibility of such damages. + +This limitation of liability shall not apply to any liability resulting from the gross negligence or willful misconduct of a party. + +### Severability + +Each provision of this Agreement shall be separately enforceable, and the invalidity of one provision shall not affect the validity or enforceability of any other provision. + +### Governing Law + +This Agreement shall be interpreted and construed in accordance with the laws of the State of Florida applicable to contracts to be performed entirely within such State. +Timeliness is critical for this Agreement and all its provisions. + +### No Waiver + +If the Sponsor does not exercise its rights under this Agreement, it does not mean those rights are waived. + +### Entire Agreement and Amendments + +This Agreement, including the incorporated [Terms and Conditions][], constitutes the complete agreement among the parties, superseding all prior agreements and understandings, both written and oral, regarding its subject matter. + +- In the event of a conflict between this Agreement and the Terms and Conditions, the terms of this Agreement shall prevail. +- Amendments to this Agreement (excluding the Terms and Conditions) must be in a written document signed by all parties. +- The Sponsor may amend the [Terms and Conditions][] as outlined within those Terms. + +IN WITNESS WHEREOF, the parties have executed this Fiscal Sponsorship Agreement as of the Effective Date set forth above. + +- **Sponsor:** *Commonhaus Foundation, Inc.* + `By: ⎣_____________________________________________⎦` + `Name: ⎣_____________________________________________⎦` + `Title: ⎣_____________________________________________⎦` + `Date: ⎣_____________________________________________⎦` + +**SIGNATORIES** + +- **Project Lead or Leadership Committee Member** + `By: ⎣_____________________________________________⎦` + `Name: ⎣_____________________________________________⎦` + `Title: ⎣_____________________________________________⎦` + `Date: ⎣_____________________________________________⎦` + +- **Appointed Project Representative** + `By: ⎣_____________________________________________⎦` + `Name: ⎣_____________________________________________⎦` + `Title: ⎣_____________________________________________⎦` + `Date: ⎣_____________________________________________⎦` + +- **Role**: + `By: ⎣_____________________________________________⎦` + `Name: ⎣_____________________________________________⎦` + `Title: ⎣_____________________________________________⎦` + `Date: ⎣_____________________________________________⎦` + +[Conflict of Interest Policy]: https://www.commonhaus.org/policies/conflict-of-interest/ +[Terms and Conditions]: https://www.commonhaus.org/policies/fiscal-sponsorship/terms-and-conditions.html +[fs-landing]: https://www.commonhaus.org/policies/fiscal-sponsorship/ diff --git a/agreements/project-contribution/terms-and-conditions.md b/agreements/project-contribution/terms-and-conditions.md index 69962a6..0d423d4 100644 --- a/agreements/project-contribution/terms-and-conditions.md +++ b/agreements/project-contribution/terms-and-conditions.md @@ -1,4 +1,292 @@ ---- -status: draft ---- -# Project Hosting Terms and Conditions +# Terms and Conditions for Fiscal Sponsorship + +These Terms and Conditions (“Terms”) govern the relationship between the Commonhaus Foundation (“Sponsor”) and Projects hosted under its fiscal sponsorship program (“Projects”). + +These Terms are to be read in conjunction with the [Fiscal Sponsorship Agreement][fs-landing] ("Agreement") and outline the roles, responsibilities, and operational guidelines for Projects sponsored by the Sponsor. + +- [Eligibility Requirements](#eligibility-requirements) +- [Application Process](#application-process) +- [On-boarding](#on-boarding) + - [Discovery Period](#discovery-period) + - [Agreement Execution](#agreement-execution) + - [Transfer of Assets](#transfer-of-assets) +- [Compliance and Governance](#compliance-and-governance) + - [Adherence to Policies](#adherence-to-policies) + - [Required Project Files](#required-project-files) + - [Communication](#communication) + - [Compliance with Laws](#compliance-with-laws) + - [Sponsor Oversight and Reviews](#sponsor-oversight-and-reviews) + - [Donated Resources](#donated-resources) +- [Intellectual Property Management](#intellectual-property-management) +- [Financial Management](#financial-management) + - [Restricted Fund Management](#restricted-fund-management) + - [Use of Funds](#use-of-funds) + - [Administrative Fees](#administrative-fees) + - [Platform](#platform) + - [Expenses and Disbursements](#expenses-and-disbursements) + - [Transparency and Reporting](#transparency-and-reporting) + - [Independent Financial Management](#independent-financial-management) +- [Continuity and Leadership Responsibilities](#continuity-and-leadership-responsibilities) + - [Succession Planning and Leadership Transition](#succession-planning-and-leadership-transition) + - [Administrative Access and Operational Continuity](#administrative-access-and-operational-continuity) + - [Scope of Access and Intervention](#scope-of-access-and-intervention) +- [Conflict Resolution](#conflict-resolution) +- [Termination](#termination) +- [Amendments](#amendments) + +## Eligibility Requirements + +Projects must meet the following criteria to be eligible for fiscal sponsorship: + +**Alignment with Mission:** +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. + +**Source Code:** +Project code must be publicly accessible on any public code-hosting platform (like GitHub, GitLab, or BitBucket). + +**Governance Structure:** +Project must have designated leaders, transparent practices, and a clear self-governance process. + +**Community Engagement:** +The project must demonstrate a commitment to community engagement and inclusivity. + +## Application Process + +1. **Submission:** +Projects must submit an application via the Sponsor’s website. + +2. **Review:** +The Sponsor’s Council will review the application for compliance with eligibility requirements. + +3. **Approval:** +Upon initial approval, a discovery period will commence to assess and define the resources and boundaries of the project being transferred to the Sponsor. + +## On-boarding + +### Discovery Period + +Upon initial approval, a discovery period will commence to identify and define the resources and boundaries of the project being transferred to the Sponsor. +This period involves: + +- **Resource Assessment:** + - Inventory of all tangible and intangible assets, including code repositories, documentation, trademarks, and domain names. + - Evaluation of current financial status and funding sources. + - Identification of any outstanding liabilities or obligations. + +- **Project Boundaries:** + - Clear definition of the project’s scope, goals, and deliverables. + - Definition of project governance and leadership structures. + +The initial inventory of assets provided to the Sponsor is intended to provide a comprehensive list of resources necessary for the Project’s operations. +This inventory is subject to periodic review and amendment as new assets are acquired or developed by the Project. +Either the Sponsor or the Project may initiate updates to this inventory as needed, with all amendments documented in writing and appended to the original agreement. + +### Agreement Execution + +After the discovery period is complete and all details are thoroughly assessed and agreed upon, a [Fiscal Sponsorship Agreement][fs-landing] will be executed. + +#### Transfer of Assets + +The transfer of assets associated with the Project may involve one or more [Asset Transfer Agreements][fs-landing], depending on the scope and nature of the resources being transferred. +Each agreement will specify the terms and inventory of assets to ensure a comprehensive and organized transition. + +These agreements will cover all assets essential for the Project’s continuity under the Sponsor’s management, as mutually agreed by the Project Signatories and the Sponsor. + +## Compliance and Governance + +### Adherence to Policies + +- **Code of Conduct:** +Projects must maintain their own Code of Conduct for project activities. +However, for all foundation-related activities, projects must adhere to the Sponsor’s [Code of Conduct][coc]. + +- **Foundation Policies:** +Projects must adhere to all Foundation Policies, including but not limited to these Terms, the [Trademark Policy][], and the [IP Policy][]. + +- **Open Source Software:** +Projects must use an open source license and ensure code is publicly available at all times. + +### Required Project Files + +Projects must provide and maintain the following documentation: + +- **CODE\_OF\_CONDUCT.md:** +A document outlining the expected behavior and guidelines for project participants. + +- **CONTRIBUTING.md:** +A document describing criteria for contributions as required by the [IP Policy][], versioning practices, and project build, test, and packaging instructions. + +- **GOVERNANCE.md:** +A document describing project decision-making processes and contact information. + +Further details and templates for these files can be found in [Sponsored project guidelines][]. + +### Communication + +Regular communication with the Sponsor regarding project activities and financial needs is required. + +### Compliance with Laws + +The Project must comply with all applicable laws and regulations, including those related to financial management, intellectual property, and community standards. + +### Sponsor Oversight and Reviews + +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 may occur annually or more frequently, at the Sponsor’s discretion, provided they do not impose an undue burden on the Project. + +### Donated Resources + +Individuals or companies may donate in-kind resources, such as infrastructure or services, to support the Project’s operations. +While the Sponsor does not manage or pay for these independently provided resources, the Project Signatories remain responsible for ensuring that these contributions align with quality standards established in the [Fiscal Sponsorship Agreement][fs-landing] and these Terms. +The Sponsor may review processes directly affecting Project outputs (e.g., build and release workflows) to ensure compliance with these standards. +Donated resources must not conflict with the Project’s obligations under the fiscal sponsorship arrangement or the Sponsor’s policies. + +## Intellectual Property Management + +**Licensing:** +Projects must ensure that all code and documentation are licensed under a suitable open source license, as specified in the [IP Policy][]. + +**Contributor Agreements:** +Projects must require contributors to comply with a Developer Certificate of Origin (DCO) or a Contributor License Agreement (CLA) as outlined in the [IP Policy][]. + +**Sponsor-owned Assets:** +The Sponsor owns all domains, trademarks, and other intellectual property necessary to manage the Project. +Registration, renewal, and other maintenance of these assets are the responsibility of the Sponsor and must be funded using Sponsor-managed funds. +Contributions or donations held in support of these purposes must be transferred to the Sponsor’s restricted fund. + +**Trademark Collaboration:** Project Signatories may develop new identifiers, such as logos, to support the Project’s identity. +These identifiers must meet the Sponsor’s quality and trademark standards and be approved before use. +Once approved, these identifiers will be added to the Sponsor’s [Trademark List][trademarks], with all goodwill benefiting the Sponsor. + +## Financial Management + +The Sponsor will manage funds on behalf of the Project in compliance with its tax-exempt status (501(c)(6)). +All funds will be handled according to the Sponsor’s financial policies and procedures. +The Sponsor retains the right to approve or deny expenses to ensure compliance with applicable laws and the Project’s purposes. +This authority is detailed further in the [Fiscal Sponsorship Agreement][fs-landing]. + +### Restricted Fund Management + +If the project opts to manage its finances through the Sponsor, all contributions will be placed in a restricted fund established for the Project, as detailed in the [Fiscal Sponsorship Agreement][fs-landing], to manage contributions and expenses related to the Project Purposes. + +#### Use of Funds + +Projects must use Sponsor-managed funds received for stated activities only and maintain a public and transparent ledger for the disbursement of those funds, as described in the [Fiscal Sponsorship Agreement][fs-landing]. + +#### Administrative Fees + +The Sponsor may debit administrative fees from the Project’s restricted fund as specified in the [Fiscal Sponsorship Agreement][fs-landing]. +Details about fee structures and any adjustments are available upon request. + +#### Platform + +The Sponsor currently uses the Open Collective platform (the “Platform”) to manage restricted funds for hosted projects. +Upon execution of the Fiscal Sponsorship Agreement, a new Collective (or a Collective Project) will be created for the restricted fund. + +The Sponsor may switch to another platform with similar capabilities if necessary, with advance notice to the Project. + +#### Expenses and Disbursements + +Projects must submit expense reports (with receipts and documentation) through the Platform. + +All expenses must be approved by the Sponsor to ensure they are valid and in alignment with the Sponsor's tax-exempt purposes under the terms of this agreement before disbursement. + +Upon approval by the Sponsor, the Sponsor will reimburse those expenses (from the Project's restricted fund) through the Platform using a mutually agreed payment option. + +The Project must work with the Sponsor to ensure financial records are accurate, including management/reconciliation of funds received or expenses paid using mechanisms other than the Platform. + +### Transparency and Reporting + +Projects must maintain transparency in their financial activities for funds managed under the Sponsor’s oversight and provide regular updates to the Sponsor. +The Sponsor will compile an annual financial report for each Project, detailing income, expenses, and remaining balances for these Sponsor-managed funds. + +Projects will be asked to review and verify the financial summary provided by the Sponsor to ensure accuracy. +Any discrepancies should be reported to the Sponsor within 30 days of receiving the report. + +Projects are encouraged to keep their expense tracking up to date on the Open Collective platform for real-time transparency. + +### Independent Financial Management + +Individuals, companies, or groups may raise and manage funds independently in support of their contributions to the Project. +These funds are not part of the fiscal sponsorship arrangement and must remain separate from the Sponsor’s financial management systems. +Those managing independent funds are solely responsible for compliance with all relevant laws and regulations. + +While alignment with the Sponsor’s policies is encouraged where possible, these independent activities must remain separate from the Project’s operations under fiscal sponsorship. + +## Continuity and Leadership Responsibilities + +Project leadership and operations naturally evolve due to changes in roles and responsibilities, or to unforeseen circumstances. + +### Succession Planning and Leadership Transition + +In this section, **“Successor”** refers to a qualified individual who assumes the role of Project Leader or Maintainer. +As specified in the [Fiscal Sponsorship Agreement][fs-landing], a Successor must agree to the terms of that Agreement and become a Signatory. + +**Effort to Identify Successors:** +Projects should establish and maintain a continuity plan that includes making a good faith effort to identify and prepare qualified Successors. + +**Resignation of Signatories:** +Signatories may resign by providing written notice to the Sponsor. +Resignation removes the Signatory from the agreement, but does not terminate the agreement or alter the Sponsor’s ownership of the Project and its assets. + +If a Project has only one Signatory and they wish to resign without a designated Successor, they must take all reasonable steps to enable the Sponsor to assume operational responsibility. +This includes: + +- Documenting critical processes and procedures. +- Transferring access to all relevant accounts, tools, and resources. +- Replacing any personal or employer-provided resources with Sponsor-accessible alternatives. + +### Administrative Access and Operational Continuity + +The Sponsor must have (or be able to gain) administrative access to critical Project resources to facilitate operations during prolonged inactivity, leadership transitions, or emergencies. + +#### Scope of Access and Intervention + +**Point of Contact for External Infrastructure:** +If a Project relies on external infrastructure, services, or resources, the Sponsor must have a direct point of contact at the provider to facilitate action if the current Signatories are unavailable. + +**Credential and Artifact Security:** +To protect the integrity of published artifacts and the broader ecosystem, the Sponsor must have the authority to act if credentials used to produce or sign artifacts are compromised and the current Signatories or other contacts are unavailable. + +Specifically, the Sponsor must have the ability (directly or indirectly) to: + +- Revoke or disable compromised credentials (e.g. signing keys) to prevent further misuse. +- Halt or prevent the further propagation of compromised artifacts through package registries or other distribution channels. +- Establish or re-establish a secure build and release process to replace compromised artifacts. + +**Path of Least Disturbance:** +In any action the Sponsor takes, the priority will be to follow a “path of least disturbance” approach, minimizing disruption to users, downstream applications, and the broader ecosystem. + +**Limited Interference:** +While the Sponsor retains the right to intervene, every effort will be made to contact Signatories and designated maintainers or operational contacts to resolve concerns collaboratively before taking action. + +**Transparent Communication:** +Any exercise of administrative privileges by the Sponsor will be documented and communicated to relevant stakeholders, including Signatories, project maintainers, and external infrastructure providers, as appropriate. + +## 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 as described in the Conflict Resolution section of the [Fiscal Sponsorship Agreement][fs-landing]. + +## Termination + +The Termination process will follow the guidelines outlined in the [Fiscal Sponsorship Agreement][fs-landing]. +Projects must adhere to the notice period and procedures for identifying a Successor (receiver of assets) as detailed in the Agreement. + +## Amendments + +The Sponsor may amend these Terms and Conditions from time to time with advance written notice to the Signatories. + +Any amendments will be documented in writing and attached to the [Fiscal Sponsorship Agreement][fs-landing]. + +[fs-landing]: https://www.commonhaus.org/policies/project-hosting/ +[Sponsored project guidelines]: https://github.com/commonhaus/foundation/tree/main/templates/README.md +[IP Policy]: https://www.commonhaus.org/policies/ip-policy/ +[Trademark Policy]: https://www.commonhaus.org/policies/trademark-policy/ +[trademarks]: https://www.commonhaus.org/trademarks/ +[coc]: https://www.commonhaus.org/policies/code-of-conduct/ From 578320b819fa163f9103d6b1d7809eb11f9576b9 Mon Sep 17 00:00:00 2001 From: Erin Schnabel Date: Mon, 16 Dec 2024 21:13:24 -0500 Subject: [PATCH 02/10] consistent language: Sponsor instead of CF --- agreements/project-contribution/fiscal-sponsorship-agreement.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/agreements/project-contribution/fiscal-sponsorship-agreement.md b/agreements/project-contribution/fiscal-sponsorship-agreement.md index 575a41a..f5dc2ca 100644 --- a/agreements/project-contribution/fiscal-sponsorship-agreement.md +++ b/agreements/project-contribution/fiscal-sponsorship-agreement.md @@ -147,7 +147,7 @@ Beginning on the Effective Date, all monetary contributions to the Project will **Expenditure Authority:** While the Sponsor will delegate certain expenditure authority to the Signatories as provided in this Agreement and the [Terms and Conditions][], the Sponsor retains the unilateral right to spend such funds to accomplish the Project Purposes as nearly as possible[^1] within the Sponsor’s sole judgment, subject to any more specific donor-imposed restrictions on the use of such assets. -[^1]: This provision is meant to ensure that if it is no longer feasible for the funds to be spent for the Project Purposes (for example if a sponsored project ceases to operate), CF can use the funds for other projects without seeking approval of a court. +[^1]: This provision is meant to ensure that if it is no longer feasible for the funds to be spent for the Project Purposes (for example if a sponsored project ceases to operate), the Sponsor can use the funds for other projects without seeking approval of a court. - The restricted fund must be used in alignment with donor intent and for tax-exempt purposes. From daae55af8c5cdd5740c79df3640e630437e9f00a Mon Sep 17 00:00:00 2001 From: Erin Schnabel Date: Wed, 18 Dec 2024 06:03:09 -0500 Subject: [PATCH 03/10] Update agreements/project-contribution/asset-transfer-agreement.md Co-authored-by: Ken Finnigan --- agreements/project-contribution/asset-transfer-agreement.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/agreements/project-contribution/asset-transfer-agreement.md b/agreements/project-contribution/asset-transfer-agreement.md index 426324b..515d8f2 100644 --- a/agreements/project-contribution/asset-transfer-agreement.md +++ b/agreements/project-contribution/asset-transfer-agreement.md @@ -212,5 +212,5 @@ the _______ day of [month], [year]. `Title: ⎣_____________________________________________⎦` `Date: ⎣_____________________________________________⎦` -[fs-landing]: https://www.commonhaus.org/policies/project-hosting/ +[fs-landing]: https://www.commonhaus.org/policies/fiscal-sponsorship/ [Terms and Conditions]: https://www.commonhaus.org/policies/project-hosting/terms-and-conditions.html From faa347614c3cf9c5949a0c41603ab1fa755693d5 Mon Sep 17 00:00:00 2001 From: Erin Schnabel Date: Wed, 18 Dec 2024 06:03:19 -0500 Subject: [PATCH 04/10] Update agreements/project-contribution/README.md Co-authored-by: Ken Finnigan --- agreements/project-contribution/README.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/agreements/project-contribution/README.md b/agreements/project-contribution/README.md index 2b847bf..7f02f06 100644 --- a/agreements/project-contribution/README.md +++ b/agreements/project-contribution/README.md @@ -11,7 +11,7 @@ These agreements define the terms for projects and contributors working with the - [docx][fs-docx] | [pdf][fs-pdf] - **Asset Transfer Agreement**: - This agreement formalizes the transfer of assets such as trademarks, domains, or intellectual property to the Foundation. It sets the terms for transferring ownership from the current holder—whether a Project Signatory, employer, or another party. + This agreement formalizes the transfer of assets such as trademarks, domains, or intellectual property to the Foundation. It sets the terms for transferring ownership from the current holder — whether a Project Signatory, employer, or another party. - [docx][asset-transfer-docx] | [pdf][asset-transfer-pdf] These documents are regularly reviewed and updated to reflect best practices and changing requirements. From 06b1ad7fa830f431d5287a5ff168ac0be6a2f23e Mon Sep 17 00:00:00 2001 From: Erin Schnabel Date: Wed, 18 Dec 2024 06:03:34 -0500 Subject: [PATCH 05/10] Update agreements/project-contribution/asset-transfer-agreement.md Co-authored-by: Ken Finnigan --- agreements/project-contribution/asset-transfer-agreement.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/agreements/project-contribution/asset-transfer-agreement.md b/agreements/project-contribution/asset-transfer-agreement.md index 515d8f2..c42b8b7 100644 --- a/agreements/project-contribution/asset-transfer-agreement.md +++ b/agreements/project-contribution/asset-transfer-agreement.md @@ -42,7 +42,7 @@ This Agreement governs the transfer of assets from the Assignor to the Sponsor i The intangible assets associated with the Project, as described below, will be transferred to the Sponsor, and the Sponsor will assume responsibility for the Project’s operations. After the transfer, the Assignor will no longer have any operational responsibility for the Project, except where other agreements apply (e.g., if the Assignor is also a Signatory of the Fiscal Sponsorship Agreement or continues to provide services to those Signatories). -Operational responsibilities, including the ongoing management and quality standards for these assets, are further outlined in the Fiscal Sponsorship Agreement and [Terms and Conditions][]. +Operational responsibilities, including the ongoing management and quality standards for these assets, are further outlined in the [Fiscal Sponsorship Agreement][fs-landing] and [Terms and Conditions][]. ## Definitions From 644252f3cbb157e1b82ec9d3c46487a495016a46 Mon Sep 17 00:00:00 2001 From: Erin Schnabel Date: Wed, 18 Dec 2024 06:03:47 -0500 Subject: [PATCH 06/10] Update agreements/project-contribution/asset-transfer-agreement.md Co-authored-by: Ken Finnigan --- agreements/project-contribution/asset-transfer-agreement.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/agreements/project-contribution/asset-transfer-agreement.md b/agreements/project-contribution/asset-transfer-agreement.md index c42b8b7..747420f 100644 --- a/agreements/project-contribution/asset-transfer-agreement.md +++ b/agreements/project-contribution/asset-transfer-agreement.md @@ -46,7 +46,7 @@ Operational responsibilities, including the ongoing management and quality stand ## Definitions -All capitalized terms used in this Transfer Agreement not defined in it are as defined in the Fiscal Sponsorship Agreement. +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. From 0fb3a15e76b52ba49863c3b252f9ee71f50d743b Mon Sep 17 00:00:00 2001 From: Erin Schnabel Date: Wed, 18 Dec 2024 06:04:26 -0500 Subject: [PATCH 07/10] Update agreements/project-contribution/asset-transfer-agreement.md Co-authored-by: Ken Finnigan --- agreements/project-contribution/asset-transfer-agreement.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/agreements/project-contribution/asset-transfer-agreement.md b/agreements/project-contribution/asset-transfer-agreement.md index 747420f..edc5928 100644 --- a/agreements/project-contribution/asset-transfer-agreement.md +++ b/agreements/project-contribution/asset-transfer-agreement.md @@ -88,7 +88,7 @@ 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 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. +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. ### Effective Date From 7bb66f6d495b96192a6659e8f1d23bccb556b408 Mon Sep 17 00:00:00 2001 From: Erin Schnabel Date: Thu, 2 Jan 2025 15:28:25 -0500 Subject: [PATCH 08/10] =?UTF-8?q?=F0=9F=9A=A7=20tentative;=20not=20yet=20r?= =?UTF-8?q?eviewed?= MIME-Version: 1.0 Content-Type: text/plain; charset=UTF-8 Content-Transfer-Encoding: 8bit --- .../asset-transfer-agreement.md | 87 ++++++++++++------- .../fiscal-sponsorship-agreement.md | 21 +++-- .../terms-and-conditions.md | 5 +- 3 files changed, 74 insertions(+), 39 deletions(-) diff --git a/agreements/project-contribution/asset-transfer-agreement.md b/agreements/project-contribution/asset-transfer-agreement.md index edc5928..22a2baf 100644 --- a/agreements/project-contribution/asset-transfer-agreement.md +++ b/agreements/project-contribution/asset-transfer-agreement.md @@ -48,8 +48,8 @@ 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. @@ -57,40 +57,45 @@ The attached [schedules of assets](#schedules) are intended to provide a compreh **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 diff --git a/agreements/project-contribution/fiscal-sponsorship-agreement.md b/agreements/project-contribution/fiscal-sponsorship-agreement.md index f5dc2ca..9965d19 100644 --- a/agreements/project-contribution/fiscal-sponsorship-agreement.md +++ b/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. @@ -201,7 +204,7 @@ 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. @@ -209,11 +212,14 @@ Upon termination of this Agreement, the Sponsor and Signatories shall work toget 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/ diff --git a/agreements/project-contribution/terms-and-conditions.md b/agreements/project-contribution/terms-and-conditions.md index 0d423d4..9292bf8 100644 --- a/agreements/project-contribution/terms-and-conditions.md +++ b/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. From 47ae9466991b013d2df681f30b2affc1f7296a49 Mon Sep 17 00:00:00 2001 From: Erin Schnabel Date: Fri, 10 Jan 2025 21:46:13 -0500 Subject: [PATCH 09/10] fix links --- agreements/project-contribution/README.md | 2 +- agreements/project-contribution/asset-transfer-agreement.md | 2 +- agreements/project-contribution/terms-and-conditions.md | 2 +- 3 files changed, 3 insertions(+), 3 deletions(-) diff --git a/agreements/project-contribution/README.md b/agreements/project-contribution/README.md index 7f02f06..a2f4a1d 100644 --- a/agreements/project-contribution/README.md +++ b/agreements/project-contribution/README.md @@ -18,6 +18,6 @@ These documents are regularly reviewed and updated to reflect best practices and [fs-docx]: https://docs.google.com/document/d/1HwfUV0dLacVxkqcIxphIHK-wt6i0K1Pn/edit?usp=sharing&ouid=118260000630928579528&rtpof=true&sd=true [fs-pdf]: https://drive.google.com/file/d/18LCyzXYgP7FNcrbxgr61mn4j69q5yNKH/view?usp=drive_link -[fs-terms]: https://www.commonhaus.org/policies/project-hosting/terms-and-conditions.html +[fs-terms]: https://www.commonhaus.org/policies/fiscal-sponsorship/terms-and-conditions.html [asset-transfer-docx]: https://docs.google.com/document/d/1PtDgfXKUJ3DotLRkCB8Zv6CrSL6WKV4F/edit?usp=sharing&ouid=118260000630928579528&rtpof=true&sd=true [asset-transfer-pdf]: https://drive.google.com/file/d/1aGyOAZpLKupYqGGswgA2sr3QEktK_i7D/view?usp=drive_link diff --git a/agreements/project-contribution/asset-transfer-agreement.md b/agreements/project-contribution/asset-transfer-agreement.md index 22a2baf..fd2b00d 100644 --- a/agreements/project-contribution/asset-transfer-agreement.md +++ b/agreements/project-contribution/asset-transfer-agreement.md @@ -240,4 +240,4 @@ the _______ day of [month], [year]. `Date: ⎣_____________________________________________⎦` [fs-landing]: https://www.commonhaus.org/policies/fiscal-sponsorship/ -[Terms and Conditions]: https://www.commonhaus.org/policies/project-hosting/terms-and-conditions.html +[Terms and Conditions]: https://www.commonhaus.org/policies/fiscal-sponsorship/terms-and-conditions.html diff --git a/agreements/project-contribution/terms-and-conditions.md b/agreements/project-contribution/terms-and-conditions.md index 9292bf8..335734d 100644 --- a/agreements/project-contribution/terms-and-conditions.md +++ b/agreements/project-contribution/terms-and-conditions.md @@ -285,7 +285,7 @@ The Sponsor may amend these Terms and Conditions from time to time with advance Any amendments will be documented in writing and attached to the [Fiscal Sponsorship Agreement][fs-landing]. -[fs-landing]: https://www.commonhaus.org/policies/project-hosting/ +[fs-landing]: https://www.commonhaus.org/policies/fiscal-sponsorship/ [Sponsored project guidelines]: https://github.com/commonhaus/foundation/tree/main/templates/README.md [IP Policy]: https://www.commonhaus.org/policies/ip-policy/ [Trademark Policy]: https://www.commonhaus.org/policies/trademark-policy/ From 0eb03b8c5819688d6a669fd06bb66298c935436e Mon Sep 17 00:00:00 2001 From: Erin Schnabel Date: Mon, 13 Jan 2025 08:36:29 -0500 Subject: [PATCH 10/10] Update agreements/project-contribution/terms-and-conditions.md Co-authored-by: Cesar --- agreements/project-contribution/terms-and-conditions.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/agreements/project-contribution/terms-and-conditions.md b/agreements/project-contribution/terms-and-conditions.md index 335734d..5b0aa1b 100644 --- a/agreements/project-contribution/terms-and-conditions.md +++ b/agreements/project-contribution/terms-and-conditions.md @@ -198,7 +198,7 @@ Projects must submit expense reports (with receipts and documentation) through t All expenses must be approved by the Sponsor to ensure they are valid and in alignment with the Sponsor's tax-exempt purposes under the terms of this agreement before disbursement. -Upon approval by the Sponsor, the Sponsor will reimburse those expenses (from the Project's restricted fund) through the Platform using a mutually agreed payment option. +Upon approval by the Sponsor, the Sponsor will reimburse those expenses (from the Project's restricted fund) minus Administrative Fees, through the Platform using a mutually agreed payment option. The Project must work with the Sponsor to ensure financial records are accurate, including management/reconciliation of funds received or expenses paid using mechanisms other than the Platform.