W3C XML10 Sponsorship Agreement

This Agreement made as of _______________ ("Effective Date") is entered into between the Massachusetts Institute of Technology (MIT) acting as a Host for the World Wide Web Consortium (hereafter "W3C Host") and ____________________________ (the "W3C Sponsor") to support the following activities (the "W3C sponsored activities"):

The celebration of the Tenth Anniversary of the publication of XML 1.0, hereafter "XML10"

WHEREAS, the W3C Sponsor desires to be associated with the W3C activities described above; and

WHEREAS, W3C agrees to associate the W3C Sponsor at the level and under the terms described below;

NOW THEREFORE, W3C Host and the W3C Sponsor hereby agree as follows:

Article 1. Purpose of Agreement

The purpose of this agreement is to describe the nature and scope of the sponsorship activities and the level of participation provided by the W3C sponsor in XML10.

Article 2. Term of Agreement

The agreement shall commence upon the Effective Date and shall extend until the end of the W3C sponsored activities (31 December 2008 for the distribution of goodies) or receipt by W3C Host of the promised funds.

Notwithstanding phrase one, the part of this agreement containing a license to W3C to use trademarks and logos of the W3C Sponsor on pages related to the event is sustained as long as those pages are kept on W3C's Web site.

W3C may terminate this agreement and the resulting benefits if the payment is not received within the timeframe given in Article 5.

Article 3. Terms of Payment

The W3C sponsor agrees to pay to the W3C Host the amount of _____________ Dollars for sponsorship. The minima in USD or Euros in Article 4 apply, respectively.

Article 4. Sponsorship Levels

For the W3C sponsored activities considered, there is a single sponsorship level.

W3C XML10 Sponsor (7500 USD / 5100 € or greater)

Article 5. Method of Payment

Payments by the W3C Sponsor to the W3C Host are due at latest 18 March 2008. Payments can be made by check in USD. Make checks payable to "Massachusetts Institute of Technology". In the notes portion of the check, please indicate "For W3C XML10". Please send checks to the same address for sending the printed Agreement.

This agreement serves in lieu of an invoice. The W3C Host will provide a receipt of payment on demand.

Article 6. Limitations of Liability and Disclaimer of Warranties

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.

Article 7. Non-Use of Names

The W3C Sponsor shall not use the name of the W3C Host or name and brands of the W3C in any form of publicity or advertising beyond the scope of the agreement. All further use of name and brands of W3C require prior approval. The W3C and the W3C Host will provide the W3C Sponsor with appropriate direction as to the content of materials for the purpose of describing the sponsorship.

The W3C Sponsor hereby grants W3C world-wide royalty-free permission to use logos and brands of the W3C Sponsor as described in Article 4. Furthermore, the use of the logos, brands and trademarks as described in Article 4. is granted to W3C in order to fulfill obligations resulting from this agreement. The respective licenses are bound to the lifetime of the materials related to the event, printed or electronic.

Article 8. Force Majeure

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.

Article 9. Assignment

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.

Article 10. Governing Law

The validity and interpretation of this Agreement and the legal relationship of the parties to it shall be governed by the laws of The Commonwealth of Massachusetts and the United States of America. The place of trial is Massachusetts (USA). In case of dispute, mediation is preferred by both parties. As mediator, they choose the Advisory Board of the W3C.

Article 11. Entire Agreement

Except as otherwise specified hereinabove, this Agreement, together with the Member Agreement (in case the Sponsor is also a Member of W3C) embodies the entire understanding between the W3C Host and the W3C Sponsor with respect to the W3C sponsored activities 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 Sponsor)

Contact address:

By: ______________________________

Title: ____________________________

Date: ____________________________

Massachusetts Institute of Technology (MIT) (W3C Host)

By: ____________________________

Title: __________________________

Date: __________________________

Please print, complete, and sign two copies of this Agreement and send (along with check if paying by check) to the following address. The W3C Host will sign both copies and return one to the W3C Sponsor.

    World Wide Web Consortium
    32 Vassar Street, 32-G532
    Cambridge, MA 02139
    Attn: Josh Friel

Ian Jacobs, Head of W3C Communications
For questions or comments, please see contact information on the XML10 Sponsorship page.

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