Open Source Sponsorship Agreement

This is the open source initiative sponsorship agreement between you and Muellners Foundation.

Date Last updated: 22.07.2020

Sponsoring open source contributions by Muellners Foundation

This agreement should be read with Muellners Open Source Usage and Delivery Policy.

Where are your sponsorship funds applied:

Work Contributions including but not limited to bug reports, issue triage, code, code documentation, leadership documentation, business development & project management documentation, mentorship, and design. These have been divided into following three types:

  1. Code level changes including system re-engineering, functional and non functional re-engineering, API level developments.

  2. Creating and publishing documentation such as research papers, white papers on OSS projects including but not limited to technical architectural diagrams, workflow diagrams, generic business logic documentation etc.

  3. Creating and publishing baseline documentation on engineered and re-engineered components of an existing OSS project including but not limited to wiki, support forum documentation, technical architectural diagrams, assist documentation, helpbook etc.

Where are your sponsorship funds NOT applied:

We also have the normal business operating expenses which go with any organization. These include:

  • Bandwidth costs

  • Servers and hardware

  • Legal and Accounting

  • Normal office expenses

  • Marketing and PR

  • Sub-contractors to "fill in the holes" for administrative and secretarial duties

Muellners Foundation does not use your sponsored funds towards the above activities. The shareholders of Muellners Inc along with various associations that the Foundation has, such as Google for Non profits, currently support the above listed activites.

SPONSORED ‘Open Source Contributions’ AGREEMENT

This Agreement is entered into effective the date of payment of sponsor fund(s) (the “Effective Date”) by and between;

You (including your subsidiaries and affiliated companies),("Sponsor") represented by the Sponsor's authorized signatory to this Agreement and

Muellners Foundation, with its principal address at Georg Brandes Plads 6, 2.0224, Copenhagen 1307, Denmark ("Foundation")

Foundation and Sponsor may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

WHEREAS, the open source contributions contemplated by this Agreement is of mutual interest and benefit to the Foundation and to the Sponsor and will further the research objectives of Foundation in a manner consistent with its status as a non-profit and should derive benefits for both the Sponsor, the Foundation & Foundation’s open source objectives.

The Parties acknowledge that Sponsor desires to sponsor the Project set forth in Appendix A (the “Project”).

The Apache Fineract, as further described on https://fineract.apache.org and https://mifos.org, including the organizers and other participants of the Apache Fineract community, (collectively, “Fineract”) will have no obligation to perform any of the sections of this agreement, except the Parties (who are also or may be participants of the Apache Fineract community).

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree:

ARTICLE 1 - USE OF NAMES

1.1 The Sponsor will not use the name of the Foundation, nor of any member of its staff, in any publicity, advertising, or news release without the prior written approval of the Foundation. The Sponsor will not under any circumstances advertise or otherwise state or imply that the Foundation has tested or approved any product or process.

1.2 The Foundation will not use the name of the Sponsor, nor of any member of the Sponsor's Staff in any publicity, advertising or news release without the prior written approval of the Sponsor.

ARTICLE 2 - CONFIDENTIAL INFORMATION:

2.1 "Confidential Information" means:

(a) any information disclosed to the Foundation by the Sponsor in written or recorded form and clearly marked as confidential;

(b) any information disclosed to the Foundation by the Sponsor or ally or by visual inspection that, at the time given, is stated to be confidential, and is confirmed in writing within ten (10) days; and

(c) any confidential or proprietary data directly related to the Sponsor products or processes, which is naturally governed by the Muellners Data Processing and Privacy Policy.

2.2 The Foundation agrees to keep Confidential Information confidential for a period of two (2) years from the date given to the Foundation, not to disclose in any form to any third party, and to only disclose to the Foundation employees who have a need to know, and to use such Confidential Information only for the purposes of this Agreement.

2.3 The obligations, as stated in Article 2.2, will not apply to information which:

(a) is at the time of receipt public knowledge, or after receipt becomes public knowledge through no act of omission on the part of the Foundation;

(b) was known to the Foundation, as shown by written records, prior to disclosure by the Sponsor; or

(c) is received by the Foundation from a third party who did not obtain the information from the Sponsor.

2.4 From time to time, the Foundation may need to provide ‘Applied with confidential or proprietary information’. The parties agree to negotiate on case by case basis non-disclosure agreements which are specific to the information the Foundation intends on disclosing.

ARTICLE 3 - Open Source Contributions

3.1 Contributions include but are not limited to bug reports, issue triage, code, code documentation, leadership documentation, business development and project management documentation, mentorship, and design. Code level changes are further detailed as:

  1. Code level changes including system re-engineering, functional and non functional re-engineering, API level developments

3.2 With respect to contributions as mentioned in 3.1 above, the permission to publish and release and reduce to practice, the contributions with applicable open-source licenses is hereby given to the Foundation irrevocably by the Sponsor by the virtues of this agreement (as further detailed in Article 4 and 5) along with this Agreement’s addendum: Muellners Open Source Usage and Delivery Policy.

3.3 Foundation will provide updates in collaboration with the Sponsor on the Foundation’s slack channel. However, written technical progress reports will be provided only at the end of the Project term as set forth in Article 8 and will take the form of pre-prints of articles for peer-review.

ARTICLE 4 - PUBLICATIONS

Sponsor recognizes that the scientific results of the Project research must be publishable and may be presented at symposia or professional meetings; published in journals, theses, or dissertations; and/or otherwise disclosed for scholarly or academic purposes and/or at various outlets of Muellners including but not limited to its Research publication site, Research blog, social media sites and its Development Management Portal.

Foundation agrees not to publish or otherwise disclose Confidential Information. Sponsor agrees that the Foundation, subject to review by Sponsor, shall have the right to publish results of the Project. Sponsor shall be furnished copies of any proposed publication or presentation at least seven (7) days before submission. Sponsor shall have such seven (7) days as a review period to identify Confidential Information provided by the Sponsor. During the seven (7) day review period and upon receipt of written notice from Sponsor, Foundation shall remove Sponsor Confidential Information identified in such notice. Should Sponsor fail to provide written notice within seven (7) days after receipt of any proposed publication or presentation, Sponsor shall be deemed to have approved publication of the entire content, and Foundation shall be free to publish or present material included in the proposed publication or presentation.

ARTICLE 5 - INTELLECTUAL PROPERTY & INTELLECTUAL PROPERTY PROTECTION

5.1 The "Sponsor Intellectual Property" means: (i) all products and processes of inventions, improvements and discoveries, whether or not patentable, prior to the effective date of this Agreement AND which are conceived solely by one or more employees of the Sponsor. The Sponsor Intellectual Property will be owned solely by the Sponsor and will not otherwise be subject to the terms and conditions of this Agreement.

5.2 The "Foundation Intellectual Property" means all products and processes of inventions, improvements and discoveries which are conceived solely by one or more employees of the Foundation, prior to the effective date of this Agreement AND during the course of Project Term as set forth in Section 8 AND are needed under the Project, but not covered under Article 5.1. The Foundation Intellectual Property will be owned solely by the Foundation and will not otherwise be subject to the terms and conditions of this Agreement.

5.3 The "Joint Intellectual Property" means all products and processes of inventions, improvements and discoveries which are conceived by one or more employees of the Foundation AND one or more employees of the Sponsor in the course of the Project and not covered under Article 5.1 and 5.2. Such Joint Intellectual Property will be primarily owned by the Foundation subject to a release and reduce to practice into open source and will be subject to the terms and conditions of this Agreement or other Agreement(s) to be entered into between the parties exclusively for this purpose, details of which are further added in Article 5.4, 5.5, 5.6, 5.7 and Addendum: Muellners OSS Usage and Delivery Policy.

5.4 Intellectual Property Protection:

a. Sponsor recognizes that Foundation has an obligation to utilize the knowledge and technology generated by Foundation research under the Project in a manner which maximizes societal benefit and economic development and which provides for the education on open source objectives and promotion of open source initiatives.

b. As such all Joint Intellectual Property developed as part of this Project will be licensed under a Free and Open Source License and published as it is created for the benefit of the Sponsor and society. Free and Open Source License means a license that satisfies the criteria defined by the Free Software Foundation, the Open Source Initiative and the Open Source Hardware Association, as of the date of this agreement.

5.5. Intellectual Property Licenses:

Joint Intellectual Property will be owned by the parties jointly. All Joint Intellectual Property created as part of this Project will be licensed using Free and Open Source Licenses.

a. Foundation will license all documentation created as part of this project under:

The Creative Commons Attribution-ShareAlike 4.0 International Public License (Creative Commons — Attribution-ShareAlike 4.0 International — CC BY-SA 4.0) or the GNU Free Documentation License version 1.3 (GNU Free Documentation License v1.3)

b. Foundation will license all software created as part of this project under the GNU Free Documentation License version 1.3 (GNU Free Documentation License v1.3) and appropriate open source licenses under which Apache Fineract initiative is governed namely Apache License and Mozilla License.

c. Foundation will license all hardware created as part of this project under the CERN Open Hardware License v1.2 (Wiki · Projects / CERN Open Hardware Licence · Open Hardware Repository)

d. Any other terms of this Agreement or any exclusive license negotiated under this agreement notwithstanding, Foundation retains the right to perform research even if such research activities overlap the Project and whether or not such research is supported either by Foundation or by any third party.

e. The Release of the Joint Intellectual Property will continue to abide Muellners OSS Usage and Delivery Policy.

5.6 Upon disclosure of a Joint Intellectual Property conceived and reduced to practice by the Sponsor in the course of a Project, the Sponsor will notify the Foundation in writing (electronic mail) within fifteen (15) days whether or not the Sponsor wishes to exploit the Joint Intellectual Property. The Parties hereby decide that the Foundation shall own the said Joint Intellectual Property subject to Foundation’s release of the said ownership into open source.Therefore, the Sponsor will release and reduce to practice, on behalf of Foundation, such Joint Intellectual Property into open source as per Article 5.4 and Article 5.5 and in accordance to Muellners OSS Usage and Delivery Policy Section: Release of Work within a period of fifteen(15) days from such disclosure.

5.7 If the Sponsor decides not to exploit the Joint Intellectual Property as set forth in Article 5.6 above, it shall inform the Foundation, so that the Foundation shall exploit the Joint Intellectual Property in its name in accordance with Article 5.3, Article 5.4 and Article 5.5 above. The Foundation will thus release the ownership and reduce to practice such Joint Intellectual Property into open source as per Muellners OSS Usage and Delivery Policy Section: Release of Work according to the Foundation’s OSS contributions Roadmap.

ARTICLE 6 - GRANT OF RIGHTS

6.1 No right to use a Party’s Intellectual Property (Pre-existing materials of respective parties described under Article 5.1 and 5.2) granted by one party to the other party independently of the Joint Intellectual Property. Any sub-license or third parties agreement will oblige the parties concerned to abide by such a limitation.

6.2 An assignment within a conglomerate that is between parent Sponsor company and affiliates of Sponsor or in a case of Change in Control of Sponsor is permissible (”Change in Control of Sponsor” means (a) consolidation or merger of the Sponsor or its parent company or affiliate, with or into any entity, (b) sale, transfer or other disposition of all or substantially all of the assets of any of the foregoing; (c) acquisition by any entity, or group of entities acting in concert, of beneficial ownership of 50% or more of the outstanding voting securities or partnership interests of any of the foregoing.) Any such Change of Control will not affect the IP rights of the Foundation.

6.3 Any change in status of “Sponsor” by merger, acquisition or otherwise will not affect the IP rights of the Foundation.

ARTICLE 7 - INDEPENDENT CONTRACTOR

In the performance of all services here under:

7.1 The Foundation will be deemed to be and will be an independent research and development contractor and, as such, no employees or staff of the Foundation will be entitled to any benefits applicable to the employees of the Sponsor;

7.2 Neither party is authorized or empowered to act as an agent for the other for any purpose and will not on behalf of the other enter into any contract, warranty, or representation as to any matter. Neither party will be bound by the acts or conduct of the other party.

7.3 NON SOLICITATION

Sponsor agrees that during the term of this Agreement and for a period of eighteen (18) months following the termination or expiration of this Agreement, Sponsor shall not make any solicitation to employ the Foundation’s personnel without written consent of the Foundation, to be given or withheld in the Foundation’s sole discretion. For the purposes of this clause, a general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as a solicitation or inducement, and the hiring of any such employees or independent contractor who freely responds thereto shall not be a breach of this clause. To the fullest extent permitted by law, for a period of eighteen (18) months after termination of this Agreement, Sponsor shall not, directly or indirectly, solicit any employee of the Foundation. Sponsor agrees that such solicitation would necessarily involve disclosure or use of confidential information in breach of the confidentiality provisions of this Agreement. Sponsor acknowledges and agrees that, in the event Sponsor violates any of the restrictions of the non-solicitation provisions herein, Sponsor will be without adequate remedy at law and the Foundation will therefore be entitled to enforce such restrictions by temporary or permanent injunctive or mandatory relief obtained in an action or may have at law or in equity, and the Sponsor hereby consents to the jurisdiction of such court for such purpose, provided that reasonable notice of any proceeding is given, it being understood that such injunction shall be in addition to any remedy which Foundation may have at law or otherwise.

ARTICLE 8 - TERM AND TERMINATION

8.1 This Agreement will continue for a period of 1 year from the Effective Date unless sooner terminated in accordance with the provisions of this Article. The parties hereto may extend the term of this Agreement in writing for additional periods as desired on mutually acceptable terms and conditions.

8.2 Either party may terminate this Agreement without cause if written notice of termination is given to the other party at least sixty (60) days prior to the proposed termination date.

8.3 Termination of this Agreement by either party for any reason will not affect the rights and obligations of the parties accrued prior to the effective date of termination. Articles 1,2, 3, 4, 5, 6, 7, 9, 10, 11, 12, 13,14 and 15 shall survive termination to the extent applicable.

8.4 Any undisclosed Joint Intellectual Property conceived or reduced to practice prior to termination of Agreement shall be treated in the same manner as if no such termination has taken place.

ARTICLE 9 - INDEMNITY

9.1 Foundation shall not be liable for any Claims related to or arising out of any deliverables provided by the Foundation to the Sponsor resulting from the Project (the "Deliverables"), if such Claims arise as a result of: (a) Foundation having followed a design or instruction furnished by the Sponsor in writing; (b) use of the Deliverables in a manner contrary to the written specifications of Foundation provided to the Sponsor prior to the Claim arising; (c) association or combination of the Deliverable with any other equipment, programs or materials not supplied by the Foundation.

9.2 Each party remains liable for all risks of personal or bodily injury and property damage caused by the negligent or willful acts or omissions of that party but subject to and reserving all applicable immunities granted by law or constitution to either party. Except as provided above, Sponsor shall fully indemnify and hold harmless Foundation against all claims, costs or judgments (including expenses of defense) arising out of Sponsor's use, commercialization, or distribution of information, materials or products which result in whole or in part from the research performed pursuant to this Agreement; and from and against any and all claims, costs or judgments (including expenses of defense) arising out of claimed copyright, patent, or other confidentiality or proprietary rights violations with respect to any product or information provided by Sponsor to Foundation. This clause is solely for the benefit of the parties to this Agreement and is not intended to create any rights in any third party.

ARTICLE 10- DISCLAIMERS.

FOUNDATION MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE PROJECT. FOUNDATION DISCLAIMS ALL IMPLIED WARRANTIES RELATING TO THE PROJECT OR APACHE FINERACT OR THE FINERACT COMMUNITY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE.

ARTICLE 11- RELEASE.

The Foundation will have no responsibility or liability with respect to any Services or the acts or omissions of Apache Fineract, including any performance or non-performance of Services, nor for any communications, transactions, interactions, disputes, or any relationships whatsoever between Sponsor and Apache Fineract.

The Foundation does not make any representations or warranties about the suitability, quality, accuracy, timing or legality of the Project. As between the Parties, Sponsor’s sole and exclusive remedy for any dispute or claim relating to the Services will be to terminate this Agreement in accordance with Article 8. Sponsor releases the Foundation from responsibility, liability, claims, demands or damages of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to the Project or acts or omissions. Sponsor expressly waives any rights it may have under any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which it may know or suspect to exist at the time of agreeing to this release.

ARTICLE 12 - GOVERNING LAW AND DISPUTE RESOLUTION

12.1 This Agreement will be governed and construed in accordance with the Laws of Denmark.

Dispute Resolution: Any dispute/difference and/or claim arising out of or in connection with this Agreement shall be resolved amicably between the authorized representatives of both the parties failing which such dispute/difference and/or claim shall be resolved by arbitration of a sole arbitrator to be nominated and appointed by mutual consent of both the parties. In the event of an arbitrator so appointed is unable to proceed with the arbitration proceeding for any reason whatsoever, both parties shall, by mutual consent, appoint another arbitrator in his place, who shall become entitled to proceed with the arbitration proceeding from the state at which it was left by his predecessor. The arbitration proceeding shall be governed by the provisions of the Danish Arbitration Act 2005 and / or any statutory amendments thereof. The award passed by the arbitrator shall be final and binding on the parties. The venue of arbitration shall be at Copenhagen.

ARTICLE 13 - ASSIGNMENT

13.1 This Agreement may not be assigned by either party without the prior written consent of the other party hereto, provided however, that the Sponsor may assign this Agreement to an affiliate as defined in Articles 6.2.

ARTICLE 14 - NOTICES

14.1 Notices and communications will be addressed to the party to receive such notice or communications electronically at the email addresses given below, or such other address as may hereafter be designated by notice in writing:

If to the Sponsor​​​​​:

For Contractual Matters:​​​​Attn: Management Contact of Sponsor

For Technical Matters​​​​​: Technical Contact of Sponsor

If to the Foundation​​​​​:

For Contractual Matters: info@muellners.org

For Technical Matters: saransh@muellners.org

ARTICLE 15-GENERAL

15.1 This instrument, including Appendix A and addendum: Muellners Open Source Usage and delivery Policy, contains the entire agreement between the parties with respect to the subject matter hereof, and any representation, promise or condition in connection therewith not incorporated herein will not be binding on either party. If any term of this Agreement is held invalid or unenforceable, such term will be considered omitted from this Agreement and will not affect the validity or enforceability of the rest of this Agreement. No modification to the terms of this Agreement will be valid unless made in writing and signed by authorized representatives of the parties.

15.2 ​Paragraph headings used in the Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.

15.3 ​The foregoing has been agreed to and accepted by the parties hereto and their authorized signatories have accordingly appended their signatures below which shall include their successors in office and assigns.

15.4 Except as specifically provided for herein, any waiver by either of the parties of any of their rights or their failure to exercise any remedy shall not operate or be construed as a continuing waiver of same or of any other of such party’s rights or remedies provided in this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed in duplicate by the Parties authorized representatives as of the effective date.

Signature of the Authorised Signatory

Signed for and on behalf of ​

By: _____________________​​Name:__________________________

Title:____________________​​​

APPENDIX A

PROJECT:

Following is the project that the Sponsor is participating in and where to, the sponsor funds will be applied.

  1. Apache Fineract Open Source Contributions as per the Development Roadmap, maintained and controlled by Apache Free Software Foundation

Contributions include but are not limited to bug reports, issue triage, code, code documentation, design documentation. These have been divided into following three types:

  1. Code level changes including system re-engineering, functional and non functional re-engineering, API level developments.

  2. Publishing documentation such as research papers, white papers on Apache Fineract including but not limited to technical architectural diagrams, workflow diagrams, generic business logic documentation etc.

  3. Publishing baseline documentation on engineered and re-engineered components of an existing Apache Fineract subsystems including but not limited to wiki, support forum documentation, technical architectural diagrams, assist documentation, helpbook etc.

While the scope of the Project participation by Sponsor, according to this agreement, remains applicable to the above contributions, the mandate to the size, quality control, delivery and prioritization of these contributions strictly adhere to Muellners Foundation’s Apache Fineract OSS contributions roadmap and Muellners Open Source Usage and Delivery Policy.

FUNDING

Sponsor will pay a total amount of €.________/- (EURO __________ only). Payment shall be made by Sponsor on the effective date of this agreement.

Addendum:

Muellners Open Source Usage and Delivery Policy Note: This agreement is digitally signed between Sponsor and Foundation.