For Profit Companies
This is the partner agreement between a For Profit Company and Muellners Foundation.
Agreement for Muellners Foundation’s Serenity Program
This Agreement is entered into the effective date of signing (the “Effective Date”) by and between;
Company (including its subsidiaries and affiliated companies),("Company") CIN no …………………………………………………………...
Muellners Foundation, ("Foundation") CVR no. 41008407, a “frivillig forening” non for profit, duly organized and existing in accordance with the laws of the Denmark, represented by the Foundation’s authorized signatory to this Agreement
Muellners is the multinational conglomerate with registered legal entities in India, and Denmark, in accordance with the laws of the local jurisdictions (hereinafter referred to as "Muellners") and is the principle investment partner of Foundation’s Serenity Partner Program.
Foundation and Company 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 Company, 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 Company, the Foundation & Foundation’s open source objectives.
The Parties acknowledge that Company desires to avail the benefits of the Serenity Partner Program through its Open Source Development/Open Research/Open Grant(choose whichever is applicable)...................... of the Muellners Foundation on the “Project”, as set forth in Appendix A (the “Project”) by (..........................................................................................specify a single statement of partnership).
The Parties acknowledge that it is at the sole discretion of the Executive Board of the Muellners Foundation, to determine whether the industry standard use case of the Company’s business activities is an appropriate addition to the Foundation’s Serenity Partner Program.
Muellners ApS, CVR 41548304, its shareholders, Board of Directors and employees, will have no obligation to perform any of the sections of this agreement unless explicitly mentioned in the section.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree:

ARTICLE 1 - USE OF NAMES AND TRADEMARKS

1.1 The Company will not use the name, and trademarks of the Foundation, nor names of any member of its staff, volunteers, Board members and ordinary members, in any publicity, advertising, or news release without the prior electronic email or written approval of the Foundation. The Company will not under any circumstances advertise or otherwise state or imply that the Foundation has tested or approved any product or process, except as mentioned in the clause 1.3.
1.2 The Foundation will not use the name, and trademarks of the Company, nor names of any member of the Company's Staff in any publicity, advertising or news release without the prior electronic email or written approval of the Company, except as mentioned in the clause 1.3.
1.3 Both parties can use the other party’s name, and trademarks, for the purpose of describing the addition of the company in the Foundation’s “For Profit” Partner Program, on the Foundation’s public facing records or in any publicity, advertising or news release, by either of the parties.

ARTICLE 2 - CONFIDENTIAL INFORMATION:

2.1 "Confidential Information" means:
(a) any information disclosed to the Foundation by the Company in written or recorded form and clearly marked as confidential; (b) any information disclosed to the Foundation by the Company 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 Company 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, volunteers, ordinary members, and Board members, 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 Company; or (c) is received by the Foundation from a third party who did not obtain the information from the Company.
2.4 From time to time, the Foundation may need to provide ‘Applied with confidential or proprietary information’. The parties agree to negotiate on a 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: Code level changes including system re-engineering, functional and non functional re-engineering
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 Company by the virtues of this agreement (as further detailed in Article 4 and 5) along with the compliance to the Muellners Open Source Usage and Delivery Policy.
3.3 Foundation will provide announcements/updates in collaboration with the Company on the Foundation’s public facing records. However, written technical progress reports will take the form of pre-prints of articles for peer-review.

ARTICLE 4 - PUBLICATIONS

Company 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.
Company agrees that the Foundation, subject to review by Company, shall have the right to publish results of the Project. Company shall be furnished copies of any proposed publication or presentation at least seven (7) days before submission. Company shall have such seven (7) days as a review period to identify Confidential Information provided by the Company. During the seven (7) day review period and upon receipt of written notice from Company, Foundation shall remove Company Confidential Information identified in such notice. Should Company fail to provide written notice within seven (7) days after receipt of any proposed publication or presentation, Company 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 "Company 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 Company. The Company Intellectual Property will be owned solely by the Company 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, volunteers, ordinary members of the Foundation, prior to the effective date of this Agreement AND during the Term of this agreement 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, volunteers, ordinary members of the Foundation AND one or more employees of the Company during the Term of this agreement 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 Muellners OSS Usage and Delivery Policy.
5.4 Intellectual Property Protection:
a. Company recognizes that Foundation has an obligation to utilize the knowledge and technology generated by Foundation’s 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 society and Company. 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 partner agreement will be licensed using Free and Open Source Licenses.
a. Foundation will license all documentation created as part of this project under an appropriate open source license e.g 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 an appropriate open source license e.g GNU Free Documentation License version 1.3 (GNU Free Documentation License v1.3), Apache Licenses, Mozilla Licenses.
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 Company 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 Company in the course of a Project, the Company will notify the Foundation in writing (electronic mail) within fifteen (15) days whether or not the Company 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 stated joint intellectual property into open source. Therefore, the Company 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 Company 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.
5.8 Partner Obligations
The Company agrees to: appoint one(1) dedicated personnel representing Company for the entire duration of the Agreement;
Company further agrees to:
take all reasonable measures to protect Company’s files and databases and to ensure Company’s data is safe and secure, acknowledging that Foundation cannot be held liable for any data loss;
grant Foundation the necessary access to the Project’s technology deployment and its database for the purpose of data processing, improvement of technical and functional features of the Project’s technology, improvements on the financial services industrial use case, and improvements in the Serenity Partner program, in accordance with the data processing policies.
maintain certain levels of critical IT & deployment infrastructure side dependencies in connection with the project’s technology deployment.
maintain an Internal Service Desk to maintain documentation of requests from functional users and developers of Company, working with the Project.
5.9 Data Protection
Definitions
"Personal Data", "Controller", "Processing" take the same meanings as in the Regulation (EU) 2016/679 and the Directive 2002/58/EC, and any regulation or legislation that amends or replaces them (hereafter referred to as “Data Protection Legislation”)
Processing of Personal Data
The parties acknowledge that the Company's database may contain Personal Data, for which the Company is the Controller. This data will be processed by Foundation when the Company instructs so, by using any of the Project’s technology deployments, or if Company transfers their database or a part of their database to Foundation for any reason pertaining to this Agreement. This processing will be performed in conformance with Data Protection Legislation.
In particular, Foundation commits to:
(a) only process the Personal Data when and as instructed by the Company, and for the purpose of performing one of the obligations under this Agreement, unless required by law to do so, in which case Foundation will provide prior notice to the Company, unless the law forbids it ;
(b) ensure that all persons within Foundation authorised to process the Personal Data have committed themselves to confidentiality;
(c) implement and maintain appropriate technical and organizational measures to protect the Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure;
(d) forward promptly to the Company any Data Protection request that was submitted to Foundation with regard to the Company's database ;
(e) notify the Company promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data;
(f) notify the Company if the processing instructions infringe applicable Data Protection Legislation, in the opinion of Foundation’s Executive Board;
(g) make available to the Company all information necessary to demonstrate compliance with the Data Protection Legislation, allow for and contribute reasonably to audits, including inspections, conducted or mandated by the Company;
(h) permanently delete all copies of the Company's database in possession of Foundation, or return such data, upon termination of this Agreement, subject to the delays specified in Muellners's Privacy Policy;
With regard to points (d) to (f), the Company agrees to provide Muellners with accurate contact information at all times, as necessary to notify the person(s) responsible for the Company's Data Protection.
Subprocessors
The Company acknowledges and agrees that in order to provide the Services, Foundation may use third-party service providers (Subprocessors) to process Personal Data. Foundation commits to only use Sub Processors in compliance with Data Protection Legislation. This use will be covered by a contract between Muellners and the Subprocessor that provides guarantees to that effect. Muellners's Privacy Policy, published online at its website, provides up-to-date information regarding the names and purposes of Subprocessors currently in use by Muellners for the execution of the Services.
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 Company company and affiliates of Company or in a case of Change in Control of Company is permissible (”Change in Control of Company” means (a) consolidation or merger of the Company 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 “Company” by merger, acquisition or otherwise will not affect the IP rights of the Foundation.
ARTICLE 7 - INDEPENDENT CONTRACTOR
In the performance of all open research and development activities here under:
7.1 The Foundation will be deemed to be and will be an independent research and development legal entity and, as such, no employees or staff of the Foundation will be entitled to any benefits applicable to the employees of the Company;
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
Company agrees that during the term of this Agreement and for a period of eighteen (18) months following the termination or expiration of this Agreement, Company shall not make any solicitation to employ the Foundation’s personnel, volunteer, or members 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, Company shall not, directly or indirectly, solicit any employee of the Foundation. Company agrees that such solicitation would necessarily involve disclosure or use of confidential information in breach of the confidentiality provisions of this Agreement. Company acknowledges and agrees that, in the event Company violates any of the restrictions of the non-solicitation provisions herein, 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 Company 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.
On the effective date of signing of this agreement, the Foundation shall nominate one(1) senior member of the Company on the Observation Committee of the Foundation. The details on the existing committees, their roles can be found here. The committee member from the Company shall observe the Foundation’s research and development activities, in connection with this agreement. The Observation Committee is constituted so that the partners of Muellners Foundation can contribute to upholding the social values of the Foundation.
7.5 Use of Technology Infrastructure: It is at the sole discretion of the Foundation to use its own technology infrastructure such as Project Collaboration tools, communication tools to maintain the Serenity Partner Program.
ARTICLE 8 - TERM AND TERMINATION
8.1 This Agreement will continue for an indefinite period from the Effective Date unless terminated in accordance with the provisions of this Article. 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 by the Company or Claims by a third party, related to or arising out of any research and development provided/maintained by the Foundation which is released under open source licenses, or resulting from Joint Intellectual Property, if such Claims arise as a result of:
(a) the Joint Intellectual Property is based on a design or instruction furnished by the Ardour in writing;
(b) use of the Joint Intellectual Property in a manner contrary to the written specifications of Foundation provided to the Company prior to the Claim arising;
(c) association or combination of the Joint Intellectual Property 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, Company shall fully indemnify and hold harmless Foundation against all claims, costs or judgments (including expenses of defense) arising out of Company'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 Company 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 ……………………….specify Name of Company/Non for Profit maintaining the project)......................................, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE.
ARTICLE 11- RELEASE AND WARRANTY.
The Foundation will have no responsibility or liability with respect to any research and development activities or the acts or omissions of ……………………….specify (Name of Company/Non for Profit maintaining the project)...................................... including any performance or non-performance of research and development activities, nor for any communications, transactions, interactions, disputes, or any relationships whatsoever between Company and specify Name of Company/Non for Profit maintaining the project.
The Foundation does not make any representations or warranties about the suitability, quality, accuracy, timing or legality of the Project. As between the Parties, Company’s sole and exclusive remedy for any dispute or claim relating to the research activities will be to terminate this Agreement in accordance with Article 8. Company 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. Company 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. 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 the arbitration of a sole arbitrator to be nominated and appointed by the Observation Committee of the Foundation.The appointment of the arbitrator shall be ratified by the Executive Board of the Muellners Foundation.
In the event an arbitrator so appointed is unable to proceed with the arbitration proceedings for any reason whatsoever, the Observation Committee shall 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 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 and if due to any reason, physical attendance of authorised representatives of both the parties, and the appointed arbitrator is not possible, then the arbitration proceedings may take place via recorded electronic communications system.
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 Company 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 Company​​​​​: For Contractual Matters:​​​​
Management Contact of Company ………………………………………...
For Technical Matters​​​​​: Technical Contact of Company ………………………………………..
If to the Foundation​​​​​:
For Relationship Management Matters: [email protected]
For Legal Matters: [email protected]
ARTICLE 15-GENERAL
15.1 This agreement, in addition to……………………………………………………………….(specify if an additional agreement) , including Appendix A and 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.
15.2 Modification(s) to the terms & conditions of this Agreement will be valid after 7(seven) days from the time that the Company receives an electronic mail from the Foundation’s official email, describing these changes. The Foundation also maintains a public copy of this agreement and any changes thereof, on its Policies and Directives. Both parties agree that the validity & enforcement of the modification(s) to the terms of this agreement is subject to the company having stated no objection whatsoever, against the publicly declared modifications, within a period of 7(seven) days. If the Company has an objection to the declared modification(s), Company agrees to communicate its objection, if any, in writing and within a period of 7 days, from the time that the Company receives an electronic mail from the Foundation, which describes the change to the terms of this agreement.
15.3 ​Paragraph headings used in the Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.
15.4 ​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 further assignments.
15.5 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 the same or of any other of such party’s rights or remedies provided in this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the Parties authorized representatives as of the effective date.
Signature for and on behalf of ​Muellners Foundation
Executive Board
Signed for and on behalf of ​Company
​​Director
APPENDIX A PROJECT:
Following is the project that the Company is participating in; (Specify Project Details)
Example: Open Source Development Program on open source project ………………………….(specify name of project), maintained by ……………………………..(specify Name of Company/Non for Profit maintaining the project), and licensed under ……………………………….(specify open source license of the project)
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. 1.
    Code level changes including system re-engineering, functional and non functional re-engineering, API level developments.
  2. 2.
    Publishing documentation such as research papers, white papers on…………... specify name of project………...…. including but not limited to technical architectural diagrams, workflow diagrams, generic business logic documentation etc.
  3. 3.
    Publishing baseline documentation on engineered and re-engineered components of the project including but not limited to wiki, support forum documentation, technical architectural diagrams, assist documentation, helpbook etc. While the scope of the Project participation by Company, 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 OSS contributions roadmap and Muellners Open Source Usage and Delivery Policy.
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