CONSORTIUM PARTICIPATION AGREEMENT (the "Agreement") effective as of ____________________________, by and between World Wide Web Consortium, Inc. (the "Consortium" or "W3C, Inc.") and _______________________________________, having an office at __________________________________________ (the "Member").
WHEREAS, the Member wishes to participate in the Consortium, the purposes of which are more fully set forth in the Consortium Process Document ("Process Document"), Certificate of Incorporation ("Consortium Charter"), and Bylaws ("Bylaws"); and
WHEREAS, the Consortium has agreed to the Member's participation as a Member in the Consortium, subject to said terms and conditions; and
WHEREAS, the Member's participation in the Consortium will further the mission of the Consortium in a manner consistent with its status as non-profit, tax-exempt institution.
NOW, THEREFORE, THE CONSORTIUM AND THE MEMBER AGREE AS FOLLOWS:
The mission of the Consortium is to lead the World Wide Web to its full potential by developing common protocols that promote its evolution and ensure its interoperability.
Fees for Consortium Membership are found on the schedule at https://www.w3.org/Consortium/fees. Member warrants that it qualifies for the fee selected from that schedule.
The Member hereby agrees to participate in the Consortium and to pay the applicable Initial Term Member Fee. The Initial Term Member Fee of ________________ is due at the time the Member executes this Agreement. Except as provided for in this Agreement, the Member Fee is non-refundable and shall be payable in the currency stated to the Consortium, or to such organization as the Consortium may designate.
The Initial Term of Membership ("Initial Term") shall begin the day this agreement is executed ("Effective Date") and shall continue in force for one (1) year from the first day of the calendar quarter in which the Effective Date falls ("Anniversary Date"). Thereafter, this Agreement shall automatically renew for successive one-year terms ("Renewal Terms") beginning on the Anniversary Date unless the Consortium notifies Member six (6) months prior to expiration of the then-current Renewal Term of their intent not to renew this Agreement, or in the event Member notifies the Consortium of its intent not to renew the then-current term at least ninety (90) days prior to termination of the then-current Renewal Term. For all Renewal Terms, the Member agrees to pay an Annual Fee equal to the then-current applicable Member Fee. The Annual Fee shall be due on or before the Anniversary Date for the applicable Renewal Term.
The Consortium shall have the following rights and obligations under this Agreement:
The Member shall have the following rights and obligations under this Agreement:
The Consortium Board of Directors may nonetheless declare a Member to be in Good Standing, at its sole discretion. The Board of Directors may terminate the membership of a Member if the Member is not in Good Standing and the causes are not rectified in a reasonable period.
The Member will not use the name of the Consortium, and the Consortium will not use the name of the Member in any form of publicity without written permission. In the case of the Member, the Consortium should seek permission from __________________________.
The Consortium and the Member shall be free to use and publish any research results, ideas, algorithms, techniques and other information developed in connection with the Consortium during the term of this Agreement, except that intellectual property described in (b) and (c) below shall be subject to the licenses specified therein.
The Member agrees that all right, title and interest in and to any and all software and documentation created or developed, and in and to all patentable inventions conceived or first reduced to practice by the Consortium, its employees, consultants, or by Fellows shall be owned by the Consortium. To the extent necessary, Member agrees to execute such assignment documents as may be required to vest title in the Consortium, at no expense to the Member.
Except as provided above, patentable inventions and copyrighted materials developed jointly by the Consortium and Member during the course of Consortium activities shall be jointly owned. Each joint owner shall be entitled to exercise all rights of ownership as provided by law, without, however, an obligation of accounting from one to the other. Member acknowledges that all such jointly owned inventions, software or other copyrightable materials, or materials owned by Member made available by Member for Consortium activities, will be made available to the general public pursuant to a then-current W3C License.
The Consortium agrees to grant and hereby grants to Member a non-exclusive royalty-free, irrevocable, right and license to use, reproduce, modify, translate, distribute, publicly display and publicly perform all computer software and documentation described in Section 7 (b) throughout the world, subject to the notices with respect to copyright, trademarks, and disclaimer of liability which shall appear on all copies of the software and documentation provided to the Member by the Consortium and which must be reproduced on each copy reproduced or distributed by the Member.
All notices or other communications to or upon either party shall be in writing delivered by first class, air mail or facsimile, dispatched to or given at the following addresses:
For W3C, Inc.:
__________________________________________
__________________________________________
__________________________________________
__________________________________________
__________________________________________
__________________________________________
For Member:
__________________________________________
__________________________________________
__________________________________________
__________________________________________
__________________________________________
__________________________________________
In the event notices and statements required under this Agreement are sent by certified or registered mail by one party to the party entitled thereto at its above address, they shall be deemed to have been given or made as of the date received.
The relationship of the parties under this Agreement shall be that of a voluntary association. This Agreement does not create a partnership or joint venture. Neither the Consortium nor the Member can bind the other or create any relationship of principal or agent.
The Consortium shall have the right, upon sixty (60) days prior written notice and in a manner consistent with the Bylaws, to dissolve the Consortium, by terminating all Consortium Member Agreements.
THE CONSORTIUM MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SOFTWARE OR DOCUMENTATION PROVIDED OR MADE AVAILABLE TO THE MEMBER, OR WITH RESPECT TO ANY STANDARD ENDORSED BY THE CONSORTIUM, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SOFTWARE AND DOCUMENTATION DOES NOT INFRINGE THE PROPRIETARY RIGHTS OF THIRD PARTIES, INCLUDING PATENTS, COPYRIGHTS AND TRADE SECRETS. THE MEMBER AGREES THAT ALL SOFTWARE AND DOCUMENTATION SHALL BE ACCEPTED BY MEMBER "AS IS".
In the event of dissolution of the Consortium and termination of this Agreement by the Consortium pursuant to Section 10 hereof, the Member shall be entitled to receive, as its sole and exclusive remedy, a refund of any portion of the Member's duly paid and as-yet uncommitted Member Fee, and upon such refund, any further liability of the Consortium to the Member shall be extinguished. This remedy is in lieu of all other remedies, whether oral or written, express or implied. The Consortium's liability to the Member in the event of any other claim by Member shall be limited to the amount of the Member's duly paid Member Fee. In no event shall the Consortium be liable for any indirect, incidental, consequential, or special damages, including lost profits, sustained or incurred by the Member in connection with or as a result of its participation in the Consortium or under this Agreement.
If the performance of any obligation by the Consortium under this Agreement is prevented, restricted or interfered with by reason of natural disaster, war, revolution, civil commotion, acts of public enemies, blockade, embargo, strikes, any law, order, proclamation, regulation, ordinance, demand or requirement having a legal effect of any government or any judicial authority or representative of any such government, or any other act or event which is beyond the reasonable control of the party affected, then the Consortium shall be excused from such performance to the extent of such prevention, restriction, or interference, provided that the Consortium shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed.
The Member acknowledges that export and/or re-export from the United States of technical data, computer software, laboratory prototypes and other commodities ("Controlled Commodities") may be subject to the export control laws and regulation of the United States (including the Arms Export Control Act, as amended, and the Export Administration Act of 1979 revised in 1985), and that such laws and regulations could preclude or delay export of such Controlled Commodities. The Consortium's obligation hereunder is contingent on compliance with such applicable laws and regulations. Neither party will directly or indirectly export across any national boundary, or communicate or transfer to any third party, any Controlled Commodities without first obtaining any and all licenses that may be required from a cognizant agency of the United States government, and/or any and all written assurances from the Member that it will not re-export or transfer such Controlled Commodities to certain foreign countries or third parties without prior approval of the cognizant government agency. While the Consortium agrees to cooperate in securing any license which the cognizant agency deems necessary in connection with the export, re-export, transfer or communication of any Controlled Commodities, the Consortium cannot guarantee that such licenses will be granted.
Neither this Agreement nor any rights hereunder, in whole or in part, are assignable by the Member without the prior written consent of the Consortium. Any attempt to assign the rights, duties or obligations under this Agreement by the Member without such consent shall be a breach of this Agreement and shall be null and void.
This Agreement (including the Consortium Charter, the Bylaws, the Process Document, and any documents incorporated by reference therein), embodies the entire understanding between the Consortium and the Member for the Member's participation in the Consortium, and cancels and supersedes any other agreements, oral or written, entered into by the parties hereto as to its subject matter.
This Agreement may be amended only by a writing signed by the Consortium and the Member.
This Agreement shall be deemed to have been entered into and shall be interpreted and governed in all respects by the laws of The Commonwealth of Massachusetts and the United States of America.
Any controversy or claim arising out of or relating to this Agreement, its execution or breach, and any damages allegedly suffered there from, first shall be submitted to friendly negotiation between the parties. Matters which cannot be resolved through negotiation shall be finally settled: (i) if the Member is organized or incorporated within any of the United States, under the Commercial Rules of Arbitration of the American Arbitration Association, by one (1) arbitrator appointed in accordance with said Rules, or (ii) if the Member is organized or incorporated outside the United States, under the Rules of Conciliation and Arbitration of the International Chamber of Commerce, by one (1) arbitrator appointed in accordance with said Rules. In any event, the place of arbitration shall be Cambridge, Massachusetts. The arbitrator shall determine the matters in dispute in accordance with the laws of the Commonwealth of Massachusetts pursuant to Section 18 of this Agreement. The English language shall be used throughout the proceedings. Any award, order or judgment pursuant to such arbitration may be entered and enforced in any court of competent jurisdiction. The Member agrees to submit to the jurisdiction of any such court for purposes of the enforcement of any such award, order or judgment.
The obligations of the Consortium and the Member under Sections 6, 7, 9, 11-14, 18, and 19 of this Agreement shall survive expiration or termination hereof, and shall continue hereafter in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized representatives, effective as of the day and year first above written.
|
For W3C, Inc. By:__________________________ Title:__________________________ Date:________________________ |
For Member By:_____________________________
Title:__________________________
Address:________________________
________________________
Email:__________________________
Date:___________________________
|