Wikimedia Thematic Organization Agreement

Thematic Organization Agreement Highlights This summary is not a part of the agreement and is not a legal document. It is simply a handy reference to point out some key terms. Please read the Thematic Organization Agreement terms and conditions in full. Thematic Organizations are independent, not-for-profit groups that support the Wikimedia movement and focus on a specific geography, theme, topic, subject, or issue. Thematic Organizations share a mission of empowering and engaging people around the world to collect and develop educational content under a free license or in the public domain and to disseminate it effectively and globally. Thematic Organizations receive: Official recognition as part of the Wikimedia movement supporting their focus area; and A valuable trademark license for non-commercial publicity, authorized fundraising, and general operations. Thematic Organizations must: Comply with the law and other obligations spelled out in the agreement; Submit accurate, complete, and timely reports on finances, activities, and plans; Promote and support the mission of the Wikimedia movement; Allow WMF to monitor and inspect how its trademark is used; and Never represent itself as WMF or an agent of WMF. Note: A Thematic Organization is not formally associated with the Wikimedia Foundation in any sense other than as described in the agreement.

Thematic Organization Agreement

This agreement (“Agreement”) is between The Wikimedia Foundation, Inc. (“WMF”) and [NAME AND ADDRESS of legal entity] (“Thematic Organization”) as of [________________] (the “Effective Date”).

The parties agree as follows:

1. Background

1.1 WMF is a non-profit organization dedicated to empowering and engaging people around the world to collect and develop educational content under a free license or in the public domain, and to disseminate it effectively and globally (the “Mission”). WMF fulfills its Mission by, among other things, collaborating with a network of community contributors, chapters, thematic organizations, and other entities and individuals, and in that spirit seeks to enter into this Agreement with Thematic Organization to advance their common interests in promoting the Mission.

1.2 Thematic Organization is an independent organization founded to support and promote the Wikimedia projects within the area of [topic area of the org] (“Focus Area”). Thematic Organization wishes to be officially recognized as a Thematic Organization within this Focus Area.

1.3 This Agreement officially recognizes Thematic Organization as part of the Wikimedia movement. This Agreement governs the relationship between Thematic Organization and WMF, including Thematic Organization’s limited license to use certain WMF-owned trademarks (“Wikimedia Licensed Marks,” as defined in Exhibit A).

1.4 The requirements in this Agreement are designed to help ensure that Thematic Organization is using the Wikimedia Licensed Marks, donor funds, the movement’s reputation, and other movement resources to achieve the highest possible impact in the pursuit of our shared Mission.

2. Name

2.1 Thematic Organization shall do business as [Wikimedia Friends of topic area, an independent organization for Wikimedian volunteers interested in topic area], irrespective of its locally incorporated name.

2.2 The tagline “an independent organization for Wikimedian volunteers interested in [_______]” may be written in English or may be accurately translated into another language. The tagline may be omitted in unofficial communications when there is not enough space to include the tagline and when the context clearly describes and depicts the Thematic Organization as a volunteer-driven independent organization for Wikimedians.

3. Official Recognition and Trademark License

3.1 Recognize Thematic Organization as part of Wikimedia movement

WMF hereby recognizes Thematic Organization as part of the Wikimedia movement supporting its Focus Area. As part of this recognition, WMF acknowledges the importance of Thematic Organization to the Wikimedia movement and expresses its support for the role of Thematic Organization in promoting the Mission. Accordingly, WMF and Thematic Organization may publicly identify Thematic Organization as an organization that supports and promotes the Mission in its Focus Area.

3.2 Grant Thematic Organization the right to use certain Wikimedia Licensed Marks

WMF hereby grants Thematic Organization the right to use the Wikimedia Licensed Marks subject to the terms and conditions of the Trademark License in Exhibit A. Thematic Organization shall have no obligation to pay royalties to WMF for its non-commercial use of the Wikimedia Licensed Marks as long as such use is consistent with the terms and conditions of this Agreement.

4. Thematic Organization Obligations

4.1 Promote the mission

Thematic Organization shall support and promote the shared mission to empower and engage people around the world to collect and develop educational content under a free license or in the public domain, and to disseminate it effectively and globally.

4.2 Comply with all applicable legal and regulatory requirements

Thematic Organization shall comply with any applicable local and national laws or regulations, including maintaining and satisfying any necessary licenses, governmental filings, corporate obligations, and operational controls.

4.3 Follow governance and reporting obligations

Thematic Organization shall comply with the Governance and Reporting Obligations in Exhibit B.

4.4 Comply with other commitments made to WMF

Thematic Organization shall comply with all contractual obligations as they relate to WMF. These commitments may include, but are not limited to, any grant agreements and trademark licenses.

4.5 Not engage in inappropriate political activism

Thematic Organization shall not engage in any social or political activism which might distract from either the Mission or the promotion of free content and knowledge.

5. No control over content

Thematic Organization is not entitled to control any of the content that appears on sites owned by WMF, or to change content or commit to third parties to change content on websites and projects hosted by WMF.

6. Independence and no agency relationship

The parties are independent organizations. Neither party is the partner or legal agent of the other party, and neither party may represent itself as such or speak or act on behalf of the other party. Except as otherwise provided in this Agreement, WMF has no right under this Agreement to supervise or control Thematic Organization in its operations or decisions.

7. Term and Termination

7.1 Except for earlier termination in accordance with the requirements of Section 7, this Agreement will remain in effect for a period of 1 year from the Effective Date (“Term”). This Agreement will automatically renew for additional 1-year terms (“Renewal Term”), unless either party provides written notice of its intent not to renew 30 days prior to the end of the Term or Renewal Term.

7.2 This Agreement may be terminated by either party without cause upon 60 days written notice to the other party.

7.3 Upon termination of this Agreement:

A. all recognition and rights granted to Thematic Organization herein will terminate; and

B. Thematic Organization shall immediately cease any and all use of (i) the Wikimedia Licensed Marks, and (ii) the name and tagline described in Section 2, including use of the word “Wikimedia” in its name.

However, termination of this Agreement does not terminate those provisions of the Agreement that by their nature and meaning survive termination.

7.4 WMF may immediately terminate any trademark license granted pursuant to this Agreement, including any trademark license made pursuant to Section 3.2 and Exhibit A, if WMF has a reasonable, good faith belief that Thematic Organization’s use of the trademark license or any trademark will in any way tarnish, disparage, or otherwise harm WMF’s operation, brand, goodwill, or reputation, or expose WMF or the Wikimedia community members to liability.

8. Language

This Agreement is in the English language only, which language will be controlling in all respects. Any translations are courtesy translations.

9. Governing law and venue

This Agreement will be governed by and construed in accordance with the laws of the State of California, USA, without regard to conflict-of-laws principles. Prior to commencement of any legal action relating to this Agreement, the parties shall hold a conference to discuss and resolve any conflicts. Following the conference, the parties shall refrain from bringing any action in a court of law for a period of 30 days. The parties agree that any action relating to this Agreement must be filed in state or federal courts located in San Francisco County, California, and hereby consent to the personal jurisdiction of such courts.

10. Limitation of liability and indemnification

In no event will either party be liable to the other party for any indirect, special, incidental, punitive, or consequential losses or damages arising in connection with the acts or omissions of either party under this Agreement. Each party shall indemnify and hold harmless the other party, its officers, employees, agents, successors, and assigns for any and all costs, expenses, and liabilities, including reasonable attorney’s fees, arising out of such party’s acts or omissions arising out of or in connection with the breach of this Agreement.

11. Administrative provisions

The parties may sign this Agreement by electronic signature and in separate counterparts. This Agreement may be amended only by a written agreement signed by both parties. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties shall re-negotiate such provisions in good faith. This Agreement supersedes any prior agreements relating to the subject matter of this Agreement and constitutes the entire agreement between the parties.

IN WITNESS WHEREOF, each of the Parties, by its duly authorized representative, has entered into this Agreement as of the Effective Date.

Wikimedia Foundation, Inc.
____________________________
Signature
____________________________
Name
____________________________
Title
____________________________
Month / Date / Year

Thematic Organization
____________________________
Signature
____________________________
Name
____________________________
Title
____________________________
Month / Date / Year

EXHIBIT A

Trademark License

Unless otherwise defined herein, the terms of this Exhibit will have the same meaning as defined in the Agreement.

The Parties agree to the following:

1. License

Subject to the terms and conditions set forth in this Agreement, WMF hereby grants Thematic Organization a non-exclusive, non-transferable, non-sublicenseable, limited license to use the specific WMF trademark(s) and logo(s) shown in Appendix 1 (“Wikimedia Licensed Marks”) solely for an Approved Use, as described in Section 3 of this Exhibit A.

2. Name and localized logo

Irrespective of its locally incorporated name, Thematic Organization shall do business using the name set forth in Section 2 of the Agreement.

3. Approved use

In addition to any use permitted by the WMF Trademark Policy described in Section 6.1 of this Exhibit A, Thematic Organization may use the Wikimedia Licensed Marks only for noncommercial uses that have the primary purpose of furthering the Mission and supporting the work, publicity, and fundraising of Thematic Organization (each such use, an “Approved Use”).

4. Additional use

At any time during the Term of the Agreement, Thematic Organization may submit in writing to WMF (which may be in the form of an email to trademarks@wikimedia.org or as otherwise directed by WMF) a request for permission (“Permission Request”) to use the Wikimedia Licensed Marks outside of the scope of this Agreement (“Additional Use”). Each submitted Permission Request must include:

4.1 reference to this Agreement;

4.2 attached samples of proposed use;

4.3 the date(s) of proposed use; and

4.4 a written statement explaining how Thematic Organization will use the Wikimedia Licensed Marks and why such Additional Use is necessary to advance the Mission.

Upon WMF’s written approval of the Permission Request, the Additional Use will effectively be an Approved Use herein subject to the terms and conditions of this Agreement. Except as specified herein, no other use whatsoever is authorized or permitted by the Agreement.

5. Non-exclusivity, ownership, and enforcement

WMF reserves any and all rights not expressly granted in this Agreement. Nothing in this Agreement will restrict any right of WMF to use, transfer, practice, or license any trademark or other intellectual property right of WMF, including without limitation, WMF's use, license, or registration of any trademark anywhere in the world for any purpose.

Thematic Organization acknowledges that WMF is the sole owner of all rights, title, and interest in and to the Wikimedia Licensed Marks, and any registration, application, or goodwill associated with the Wikimedia Licensed Marks. All uses of the Wikimedia Licensed Marks will inure solely to the benefit of WMF. Thematic Organization agrees not to challenge, or assist any third-party in challenging, WMF's ownership, use, or registration of the Wikimedia Licensed Marks.

WMF shall have sole right and discretion to enforce the rights being licensed hereunder.

6. Compliance with guidelines

Thematic Organization shall comply with the terms of the following policies, which may be amended from time to time in the sole discretion of WMF:

6.1 the WMF Trademark Policy, available at <http://wikimediafoundation.org/wiki/Trademark_Policy>; and

6.2 the WMF Visual Identity Guidelines, available at <http://wikimediafoundation.org/wiki/Visual_identity_guidelines>.

7. Prohibited uses

Thematic Organization shall not use the Wikimedia Licensed Marks:

7.1 in any manner that may cause confusion regarding Thematic Organization’s relationship with WMF;

7.2 commercially, including, but not limited to, the commercial sale of any goods, without the prior written approval of WMF;

7.3 in connection with, or for the benefit, sponsorship, endorsement, or promotion of, any third party or third-party products or services; or

7.4 in any manner which affects the reputation of WMF or the Wikimedia movement in a negative manner or degrades or affects the value of the Wikimedia Licensed Marks, as determined by WMF.

8. Supervision of use

8.1 WMF reserves the right to monitor and inspect all instances of use of the Wikimedia Licensed Marks. Thematic Organization agrees to comply with WMF’s reasonable requests regarding the use of the Wikimedia Licensed Marks.

8.2 Upon request by WMF, Thematic Organization agrees to supply to WMF representative samples of any use of the Wikimedia Licensed Marks prior to any public release, publication, advertising, or distribution to verify Thematic Organization's compliance with this Agreement and the WMF Trademark Policy. Thematic Organization acknowledges and agrees that it will immediately cease any actual or proposed use of the Wikimedia Licensed Marks upon receipt of a written request from WMF to terminate such use.

9. Cooperation

Thematic Organization shall promptly notify WMF of any misuse of the Wikimedia Licensed Marks that comes to Thematic Organization's attention. Thematic Organization shall render to WMF all reasonable assistance in connection with any matter pertaining to the protection, enforcement, or infringement of the Wikimedia Licensed Marks used by Thematic Organization, whether in the courts, administrative agencies, or otherwise.

10. Accuracy in fundraising communications

Thematic Organization is not licensed to use any WMF trademarks other than the Wikimedia Licensed Marks in connection with soliciting funds for donations. Thematic Organization shall ensure that all communications related to fundraising are accurate in all respects, including the intended use of those funds.

Appendix 1 to Exhibit A

Wikimedia Licensed Marks

1. Thematic Organization’s localized logo, as it appears below:

2. Wikimedia Licensed Marks as relevant to the Thematic Organization, as they appear below:

EXHIBIT B

Governance and Reporting Obligations for Thematic Organizations

Unless otherwise defined herein, the terms of this Exhibit will have the same meaning as defined in the Agreement. During the Term, Thematic Organization agrees to:

1. Operate as a non-profit organization

Thematic Organization shall be organized and operated as a non-profit organization. Thematic Organization must notify WMF immediately if its nonprofit status is terminated.

2. Provide WMF with operating documents.

Upon the request of WMF, Thematic Organization shall submit to WMF copies of Thematic Organization’s operating documents, including its articles of incorporation, bylaws, or equivalent documents. Thematic Organization shall advise WMF anytime it makes a material amendment to any of its operating documents.

3. Comply with Wikimedia guidelines.

Thematic Organization shall use its best efforts within local law to comply with any applicable standards or guidelines issued by WMF that relate to the governance of the Wikimedia movement, including the following standards and guidelines which may be amended from time to time in the sole discretion of WMF:

3.1 the March 2012 resolution on Organizational Best Practices, available at <http://wikimediafoundation.org/wiki/Resolution:Organizational_best_practices>;

3.2 the Wikimedia Affiliations Committee's guidelines, available at <http://meta.wikimedia.org/wiki/Guidelines_for_future_chapters_and_thematic_organizations>; and

3.3 the Guidelines on potential conflicts of interest, available at http://wikimediafoundation.org/wiki/Guidelines_on_potential_conflicts_of_interest.

4. Report knowledge of misconduct

Thematic Organization shall report immediately to the legal department of WMF any knowledge or reasonable suspicion of malfeasance or allegation of unlawful behavior, including the misappropriation of grant or donations or improper disclosure of donor information.

5. Comply with reporting requirements

5.1 Thematic Organization financial statements

On an annual basis, Thematic Organization shall post online accurate financial statements prepared in compliance with local audit standards covering its previous fiscal year. These statements must be posted within 4 months of the end of Thematic Organization’s fiscal year.

5.2 Thematic Organization annual plans

On an annual basis, Thematic Organization shall post online an annual plan describing its objectives and business plans for the coming year. The plan must be posted before the beginning of Thematic Organization’s fiscal year.

5.3 Thematic Organization activity reports

Thematic Organization shall post online reports on its activities. Activity reports should include, if applicable, information on:

(a) major donations,

(b) major partnership agreements,

(c) progress on achieving the objectives of the annual plan, and

(d) any other significant activities.

Thematic Organization shall post activity reports at least annually during the Term of the Agreement or any Renewal Term.

5.4 Additional reports

(a) Thematic Organization shall provide WMF with any additional reports that WMF may reasonably request. WMF may post online any additional reports that it receives from Thematic Organization.

(b) WMF shall make available to Thematic Organization any annual reports or similar public communications about WMF that Thematic Organization may reasonably request.