This Agreement made as of _______________ ("Effective Date") is entered into between the European Research Consortium for Informatics and Mathematics, or ERCIM ("W3C Host") on behalf of the World Wide Web Consortium ("W3C") and ____________________________ (Name of Member) a W3C Member ("the W3C Office Member") for the purpose of establishing and maintaining an activity ("the W3C Office") within _______________________ ("the Office Region") to promote participation in W3C activities among regional organizations and to disseminate W3C results within the Office Region, as described below.
WHEREAS, the W3C Office Member is a Member in good standing of W3C and wishes to further its participation in W3C by performing certain related services and engaging in certain related activities in furthering W3C activities within the Office Region; and
WHEREAS, W3C Host, as a host organization for W3C wishes to enter into a relationship with the W3C Office Member for assistance in establishing and maintaining a more local presence for and among W3C members in the Office Region;
NOW THEREFORE, W3C Host and the W3C Office Member hereby agree as follows:
The purpose of this Agreement is to appoint and designate the W3C Office Member as the organization solely and exclusively responsible for establishing and maintaining certain activities in the Office Region relating to the promotion and dissemination of W3C results within the Office Region.
The activities to be undertaken by the W3C Office Member under this Agreement shall be as further described in Article 4 of this Agreement and taken together shall constitute the operation of a W3C Office by the W3C Office Member.
The requirements and constraints agreed in the W3C Member Agreement signed by the W3C Office Member also apply with regard to the operation of the W3C Office.
The Term of this Agreement shall commence upon the Effective Date and shall extend for a period of three (3) years unless sooner terminated by the following events.
Upon the end of the initial three-year term of this Agreement, an extension or renewal of the Term from year to year shall be by mutual written agreement of the parties.
The W3C Office Member shall undertake the following obligations as a part of its W3C Office activities in fulfillment of this Agreement:
Guidelines shall be issued by the W3C, from time to time, in coordination with the W3C Office. The W3C Office Member is expected ensure that the W3C Office adheres to these guidelines.
In addition to its obligations to make payments as provided in Article 3 above, the W3C Host shall inform the W3C Office Member of any occurrence or decision which may have consequences on the performances of services by the W3C Office Member under this Agreement. In particular:
The W3C Office Member confirms that it is aware of the intellectual property, use of results, including but not limited to software distribution, and required notice terms and conditions of the W3C Consortium Agreement which it has signed as a Member of the W3C ("Member Agreement"). The parties agree that the Intellectual Property Rights, use, and distribution provisions (including required notices) of the Member Agreement shall control all technical content, including computer code, and translations developed by the W3C Office Member in carrying out its obligations under this Agreement and that nothing in this Agreement shall in any way be construed or applied in a manner contrary to or inconsistent with the terms of the Member Agreement.
Neither party shall be liable for the acts of the other in carrying out this Agreement and, specifically, but not by way of limitation, neither party shall be responsible for the legal, financial or any other obligation entered into by the other in performing this Agreement.
Neither party shall be responsible to the other for failure to perform any of the obligations imposed by this Agreement, provided such failure shall be occasioned by fire, flood, explosion, lightning, windstorm, earthquake, subsidence of soil, failure or destruction, in whole or in part, of machinery or equipment or failure of supply of materials, discontinuity in the supply of power, governmental interference, civil commotion, riot, war, strikes, labor disturbance, transportation difficulties, labor shortage or any cause beyond the reasonable control of the party.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors to substantially the entire business and assets of the respective parties hereto. This Agreement shall not be assignable by either party without the prior written consent of the party, any attempted assignment is void.
The validity and interpretation of this Agreement and the legal relationship of the parties to it shall be governed by the laws of the W3C Host country of domicile.
Except as otherwise specified hereinabove, this Agreement, together with the Member Agreement and the W3C Consortium Office Start-up Funding Agreement (if any), embodies the entire understanding between the W3C Host and the W3C Office Member with respect to the Member's establishing and operating of the Region Office and supersedes any prior or contemporaneous representations, either oral or written entered into by the parties with respect to the subject matter hereof. No amendments or changes to this Agreement shall be effective unless made in writing and signed by authorized representatives of the parties.
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 written above.
_________________(W3C Office Member)
By: ______________________________
Title: ____________________________
Date: ____________________________
European Research Consortium for Informatics and Mathematics (W3C Host)
By: ____________________________
Title: __________________________
Date: __________________________
Last revised: $Date: 2002/12/03 14:10:42 $, by: $Author: ddardai $, $Revision: 1.3 $