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\begin{document}

\begin{center}

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

\par\end{center}

\bigskip{}

This Agreement is made by and between The 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 

the Internal Revenue Code (IRC) and classification as a public charity under 

IRC Sections 509(a)(1) and 170(b)(1)(A)(vi).

\textsc{Whereas:}

\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

projects. 

\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. 

\item Conservancy's Board of Directors has approved the establishment

of a fund to receive donations of cash and other property earmarked

for support of the Project and to make disbursements in furtherance

of the Project's mission (the ``Project Fund''). Currently, the

principal office of the Project is located at: [FIXME: MAILING ADDRESS]. 

\end{enumerate}

\medskip{}

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

\begin{enumerate}[label=\arabic*.,ref=\S~\arabic*]

\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}.

\begin{enumerate}[label=\alph*.,ref=\theenumi(\alph*)]

\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

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. 

\end{enumerate}

\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.

Conservancy will monitor any unrelated business taxable income and

may require the Project to cease activities generating such income

if the overall amounts exceed amounts permissible or prudent for Conservancy,

given Conservancy's tax exempt status.

\item \textbf{Project Fund/Variance Power}. Beginning on the Effective Date,

Conservancy shall place all gifts, grants, contributions and other

revenues received by Conservancy and identified with the Project into

a Project Fund to be used for the sole benefit of the Project's mission

as that mission may be defined by the \leadershipbody from

time to time with the approval of Conservancy. Conservancy retains

the unilateral right to spend such funds so as to accomplish the purposes

of the Project as nearly as possible within Conservancy's sole judgment.

Conservancy agrees to make a good faith effort to consider any expressed

donor intent in making determinations on the expenditure of that donor's

gift; however, the Parties acknowledge that expressions of donor intent

are not legally binding on Conservancy. The Parties agree that all

money, and the fair market value of all property, deposited in the

Project Fund be reported as the income of Conservancy, for both tax

purposes and for purposes of Conservancy's financial statements. It

is the intent of the Parties that this Agreement be interpreted to

provide Conservancy with variance powers necessary to enable Conservancy

to treat the Project Fund as Conservancy's asset in accordance with

Financial Accounting Statement No. 136 issued by the Financial Accounting

Standards Board, while this Agreement is in effect. 

\item \textbf{Project Fund Management / Performance of Charitable Purposes}.

\label{CharitablePurpose} All of the assets received by Conservancy

under the terms of this Agreement shall be devoted to the purposes

of the Project, within the tax-exempt purposes of Conservancy. The

\signatories agree not to use its funds or operate in any way which would

jeopardize the tax-exempt status of Conservancy. No item of revenue

shall be earmarked for use in any attempt to influence legislation

within the meaning of IRC Section 501(c)(3) and no agreement, oral

or written, to that effect shall be made between Conservancy and any

revenue source. Conservancy shall not use any portion of the assets

to participate or intervene in any political campaign on behalf or

in opposition to any candidate for public office, to induce or encourage

violations of law or public policy, to cause any private inurement

or improper private benefit to occur, nor to take any other action

inconsistent with IRC Section 501(c)(3). 

\item \textbf{Representation of the Project in Conservancy}. \label{Representation}The

\signatories, each a signatory hereto, hereby establish and comprise

the initial members of the \leadershipbody

to represent the Project in its official communication with Conservancy.

The \signatories hereby acknowledge that the \leadershipbody

will be subject to all terms of this Agreement.

On the Effective Date, the \signatories hereby transfer all

rights, obligations and privileges of this Agreement over to the

\leadershipbody.

[FIXME: Note: The rest of this section should describe the way in which the