Changeset - 24a82013132f
[Not reviewed]
0 2 1
Bradley Kuhn (bkuhn) - 8 years ago 2014-04-24 15:29:13
Updates to the FSA template from Conservancy's internal repository.
Included is now the ODT version of the template, that Tony and Karen insisted
on. :)
3 files changed with 5 insertions and 5 deletions:
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@@ -34,49 +34,49 @@ By: \hspace{0.95em}\rule{0.50\textwidth}{0.2mm} \hfill{}Date: \rule{0.25\textwid
\hspace{2.5em} \textsc{#1}

\hspace{2.5em} #2

\hspace{2.5em} #3


\textsc{\Huge Fiscal Sponsorship Agreement}{\Huge {} } 



This Agreement is made by and between The Software Freedom Conservancy
This Agreement is made by and between Software Freedom Conservancy
(``Conservancy'') and FIXME-CONTRIBUTOR-NAMES (the ``\signatories'')
on behalf of the project known as \projectname (the ``Project'') (each, a 
``Party''; together, ``the Parties'').  Conservancy is a New York nonprofit 
public benefit corporation located in Brooklyn, New York, which has received 
recognition of exemption from federal income tax under Section 501(c)(3) of 
the Internal Revenue Code (IRC) and classification as a public charity under 
IRC Sections 509(a)(1) and 170(b)(1)(A)(vi).


\begin{enumerate}[label=\Alph*.,ref=\S \Alph*]
\item Conservancy's organizational mission and charitable goal is to promote,
improve, develop and defend Free, Libre, and Open Source Software
\item The purpose of the Project is to produce, distribute, document, and
improve software and/or documentation that can be freely copied, modified and redistributed,
and for which modified versions can also be redistributed (``Free Software''),
and to facilitate and organize its production, improvement and ease
of use. 
\item Conservancy desires to act as the fiscal sponsor of the Project beginning
on the Effective Date (as defined below) to assist the Project in
accomplishing its purpose, which Conservancy has determined will further
Conservancy's charitable goals. The \signatories desire to manage
the Project under the sponsorship of Conservancy. 
@@ -89,49 +89,49 @@ principal office of the Project is located at: [FIXME: MAILING ADDRESS].


\textsc{Now, therefore, the Parties hereby agree as follows:}

\item \textbf{Term of Agreement}. As of the Effective Date, the Project
joins Conservancy, which relationship will continue unless and until
terminated as set forth in \ref{Termination}. 
\item \textbf{Project Management and Activities}.


\item \textbf{The \leadershipbody Will Manage the Project}. \label{ProjectManagement}
Authority to manage the technical, artistic and philanthropic direction
of the Project and the program activities of the Project is delegated
to the \leadershipbody as defined in \ref{Representation},
subject at all times to the direction and control of Conservancy's
Board of Directors. Conservancy will only intervene in the program
activities to the extent the Project is not in compliance with \ref{FreeSoftware}
or \ref{CharitablePurpose} of this Agreement. 
\item \textbf{The Project Will Be Free Software}. \label{FreeSoftware}
Conservancy and the \leadershipbody agree that any and all software
and/or documentation distributed by the Project will be distributed solely as Free Software.
Conservancy retains the sole right to determine whether Project's
Conservancy retains the sole right to determine whether the Project's
software and/or documentation constitutes Free Software (as defined herein).
\item \textbf{Ultimate Responsibility of Project}. Subject to \ref{ProjectManagement}
of this Agreement, all 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), and
other activities planned by the Project shall be the ultimate responsibility
of Conservancy and shall be conducted in the name of Conservancy,
beginning on the Effective Date. 
\item \textbf{Project Not An Agent Of Conservancy}. The \signatories
hereby acknowledge that the Project and the \leadershipbody
do not and shall not act as an agent for Conservancy unless specifically
authorized in writing by Conservancy to do so. 
\item \textbf{Fees}. The \signatories agree to donate ten percent
(10\%) of the Project's gross revenue (including, but not necessarily limited
to, all income and donations) to Conservancy for its general operations.


Notwithstanding the above, the \signatories agree that should Conservancy
be required to pay any taxes (including but not limited to sales taxes
and unrelated business taxable income) as the result of any activity
of the Project and/or activities undertaken by Conservancy on the
Project's behalf, such taxes shall be deducted from the Project Fund.
@@ -287,63 +287,63 @@ matters.

This section may be modified by a vote of at least $\frac{3}{4}$ths of the 
Community Members, with the consent of Conservancy, such consent not to be 
unreasonably withheld.



Note again that the above are merely examples, not a list of options.
Conservancy's goal is to draft the Representation section to match
the existing and natural leadership structure of the Project, so each
project usually has a uniquely worded Representation section. ]

\item \textbf{Outstanding Liabilities}. The \signatories represent
that any liabilities that may be outstanding in connection with the
Project have been disclosed to Conservancy. 
\item \textbf{Termination}. \label{Termination} The \leadershipbody or Conservancy
may terminate this Agreement at any time subject to the following



\item \textbf{Notice and Successor Search}. Either Conservancy or the \leadershipbody
may terminate this Agreement on sixty (60) days' written notice to
may terminate this Agreement on sixty (60) days' written notice (``the Notice Period'') to
the other Party, so long as a Successor can be found that meets the
following requirements (the ``Successor has Qualified''):


\item the Successor is another nonprofit corporation which is tax-exempt
under IRC Section 501(c)(3), 
\item the Successor is not classified as a private foundation under Section
\item the Successor is willing and able to sponsor the Project, and, 
\item the Successor has (a) communicated its willingness to sponsor the
  Project in writing to Conservancy and (b) sent a copy of its 501(c)(3) determination letter to Conservancy, and, 
\item the Successor is approved in writing by both Parties by the end of
the 60-day period, such approval not to be unreasonably withheld. 
the Notice Period, such approval not to be unreasonably withheld. 
\item \textbf{Additional Search Periods}. If the Parties cannot agree on
a Successor to sponsor the Project, the \leadershipbody
shall have an additional 60 days to find a Successor willing and able
to sponsor the Project. Any subsequent search periods of any length
shall only be granted at Conservancy's written permission. 
\item \textbf{Transfer to a Successor}. If a Successor has Qualified, the balance
of assets in the Project Fund, together with any other assets held
or liabilities incurred by Conservancy in connection with the
Project, shall be transferred to the Successor within thirty (30)
days of the approval of the Successor in writing by both Parties or
any extension thereof, subject to the approval of any third parties
that may be required.
\item \textbf{Termination Without a Successor}. If no Successor is found,
Conservancy may dispose of Project assets and liabilities
in any manner consistent with applicable tax and charitable trust
\item \textbf{\signatories' Right to Terminate.} 
The \signatories hereby acknowledge that they will relinquish any
       rights to terminate separate from the \leadershipbody as
       of the Effective Date.
\item \textbf{Miscellaneous}. Each provision of this Agreement shall be
separately enforceable, and the invalidity of one provision shall
@@ -351,30 +351,30 @@ not affect the validity or enforceability of any other provision.
This Agreement shall be interpreted and construed in accordance with
the laws of the State of New York. This Agreement constitutes the
only agreement, and supersedes all prior agreements and understandings,
both written and oral, among the Parties with respect to the subject
matter hereof. 
\item \textbf{Amendments. }This Agreement may not be amended or modified,
except in writing and signed by both Conservancy and the entirety of \leadershipbody. 
\item \textbf{Counterparts / Facsimile}. This Agreement may be executed
in two or more counterparts, each of which shall constitute an original,
but all of which, when together, shall constitute but one and the
same instrument, and shall become effective when one or more counterparts
have been signed by each Party hereto and delivered to the other Party.
In lieu of the original, a facsimile transmission or copy of the original
shall be as effective and enforceable as the original. 


\textsc{In witness whereof}, the Parties have executed this Fiscal
Sponsorship Agreement effective on the FIXME day of FIXME, FIXME (the
``Effective Date'').


\signature{The Software Freedom Conservancy, Inc.}{Bradley M. Kuhn}{Title: Executive Director}
\signature{Software Freedom Conservancy, Inc.}{Bradley M. Kuhn}{Title: President}

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