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📝 Fiscal Sponsorship Agreements [due Jan 17] #219

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6 changes: 3 additions & 3 deletions .github/docker-build-pdf.sh
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Expand Up @@ -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
25 changes: 21 additions & 4 deletions agreements/project-contribution/README.md
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---
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/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
243 changes: 243 additions & 0 deletions agreements/project-contribution/asset-transfer-agreement.md
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# Asset Transfer Agreement

**Effective Date:** `__________________________`

---

**Project:** `_________________________________` (“Project”)

*Assignor(s):*

- `__________________________________________________________`
- `__________________________________________________________`
- `__________________________________________________________`

*Principal Office or Primary Address of Assignor(s):*
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`____________________________________________________________`
`____________________________________________________________`
`____________________________________________________________`
`____________________________________________________________`

*Assignor Email:* `________________________________________`

---

**Sponsor:** *Commonhaus Foundation, Inc.*

*Sponsor Address:*
6526 OLD BRICK ROAD, #120-175
WINDERMERE, FL 34786

*Sponsor Email:* `[email protected]`

---

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][fs-landing] 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][fs-landing].

**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, 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.
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**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, 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 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.

### 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: Source code repositories

(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

 

### 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)

- __

 

### 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)
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- __

 

### SCHEDULE F: Registered Copyrights

| Title | Country | Reg No |
| ----- | ------- | ------ |
| __ | __ | __ |

 

## 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;
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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/fiscal-sponsorship/
[Terms and Conditions]: https://www.commonhaus.org/policies/fiscal-sponsorship/terms-and-conditions.html
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