International World Wide Web Consortium ("W3C")
BUSINESS GROUP PARTICIPATION AGREEMENT (the "Agreement") effective as of __________________ ("Effective Date"), by and between the Massachusetts Institute of Technology, having an office at 32 Vassar Street, 32-G519, Cambridge, Massachusetts 02139 ("MIT"); the European Research Consortium for Informatics and Mathematics, having an office at 2004, Route des Lucioles, BP 93, F-06902 Sophia Antipolis, France ("ERCIM"); Keio University having an office at 5322 Endo, Fujisawa, Kanagawa 252-0882, Japan ("KEIO"); Beihang University, having an office at No 37 Xueyuan Road, Haidian District, Beijing, China (collectively, "Hosts"); and _______________________________________, having an office at __________________________________________ (the "Participant").
WHEREAS, the Participant wishes to participate in the ____________________________________ Business Group ("Business Group") of the International World Wide Web Consortium (the "Consortium"), the purposes of which are more fully set forth in the Business Group proposal and in the then-current Community and Business Group Process, which is hereby incorporated by reference.
WHEREAS, the Hosts have agreed to the Participant's participation in the Business Group, subject to said terms and conditions; and
WHEREAS, the Participant's participation and cooperation with Members and Hosts under this Agreement will further the instruction and research objectives of Hosts in a manner consistent with their status as non-profit, tax-exempt institutions.
NOW, THEREFORE, MIT, ERCIM, KEIO, BEIHANG, AND THE PARTICIPANT AGREE AS FOLLOWS:
1. Participation and Fees.
a. Business Groups include Consortium Members and non-Members ("Consortium Members" are those parties who have signed the International World Wide Web Consortium Member Agreement). The annual fee for Business Group participation, by Participants who are not Consortium Members ("Fee"), shall be as described on the Business Group Fees table. Participant agrees to pay a separate Fee, and to enter a separate Participation Agreement, for each Group, in which Participant agrees to participate.
b. All Participants will be assigned for administrative purposes to a Consortium Host (the "Participant's Host"). Participants with a primary domicile in Europe, Africa and the Middle East, as defined by separate Agreements between the Hosts, shall be Participants with the ERCIM Host ("ERCIM Participants"). Participants with a primary domicile in Japan or Korea shall be Participants with the KEIO Host ("KEIO Participants"). Participants with a primary domicile in the People's Republic of China ("PRC") shall be Participants with the Beihang Host ("BEIHANG Participants"). All other Participants shall be Participants with the MIT Host ("MIT Participants").
c. The Participant hereby agrees to pay the applicable Fee. The initial Fee of __________________ is due upon signature of this Agreement. For each year in which the Participant renews this Agreement according to Section 2 below, the then-current Fee listed according to Article 1.a shall be due on the anniversary of the first day of the month after W3C announced the creation of the Business Group (the "Anniversary Date"). The Business Group Participant Fee is due annually thereafter on the Anniversary Date for as long as the Business Group continues. Except as provided for in this Agreement, the Fee is non-refundable and shall be payable to the Participant's Host, in the currency stated.
d. The Participant's initial Fee shall be discounted by 50% for the initial year if Participant joins an in-progress Business Group six months or more after the Anniversary Date.
e. If Participant has subsidiaries, the rights and privileges granted under this Agreement shall extend to all subsidiaries the voting stock of which is directly or indirectly at least fifty percent (50%) owned or controlled by Participant.
f. For a Participant that is itself a consortium, user society, or otherwise has members or sponsors, the rights and privileges granted under this Agreement shall extend to any number of paid employees of the Participant who are appointed by Participant and to one other individual not employed by the Participant. Additional non-employee participants may be permitted at the discretion of the Consortium.
2. Term and Termination.
a. The Term shall start on the Effective Date as indicated above. This Agreement shall automatically renew each year on the Anniversary Date for successive one-year terms ("Renewal Terms") beginning on the Anniversary Date unless terminated as described below.
b. The Participant may terminate this Agrement by written notice to the Participant's Host no later than sixty (60) days prior to the Anniversary Date. If the Consortium receives termination notices such that the number of Organizations in the group drops below the threshold required by the Hosts for a Business Group, the Consortium may terminate the group and this Agreement by written notice to the Participant, effective as of the next Anniversary Date.
3. Intellectual Property Rights.
Contributions to and outputs from the Business Group shall be governed by the W3C Community Contributor License Agreement (CLA) and W3C Community Final Specification Agreement, both of which are hereby incorporated by reference.
Per the Process, participants may choose to license Business Group outputs under the W3C Document License. If the Group chooses the W3C Document License for its output, Participant shall assign the copyrights in its contributions to the Hosts, who shall license the resulting document to the public under the terms of the W3C Document License.
4. Use of Names.
The Participant will not use the name of MIT, ERCIM, KEIO, or BEIHANG and Hosts will not use the name of Participant in any form of publicity without written permission, which in the case of MIT shall be obtainable from the MIT Technology Licensing Office; in the case of ERCIM, from the Director of Promotion; in the case of KEIO, from the Administrative Director of The Keio Research Institute at SFC; in the case of BEIHANG, from the Institute of Science and Technology of Beihang University; and in the case of the Participant, from __________________________ .
All notices or other communications to or upon either party shall be in writing delivered by first class, air mail or facsimile, dispatched to or given at the following addresses:
Susan Westhaver MIT/CSAIL 32 Vassar Street Room 32-G514 Cambridge, MA 02139 UNITED STATES
Jérôme Chailloux GEIE ERCIM Manager 2004, Route des Lucioles Sophia Antipolis F-06410 Biot FRANCE
Hitoshi Takano, Administrative Director Keio Research Institute at SFC Keio University/SFC 5322 Endo Fujisawa, Kanagawa 252-0882 JAPAN
Institute of Science and Technology of Beihang University Room 1121, G Tower of New Main Building Beihang University No 37 Xueyuan Road Haidian District Beijing CHINA
For the Participant:
__________________________________________ __________________________________________ __________________________________________ __________________________________________ __________________________________________ __________________________________________
In the event notices and statements required under this Agreement are sent by certified or registered mail by one party to the party entitled thereto at its above address, they shall be deemed to have been given or made as of the date received.
6. Relationship of Parties.
The relationship of the parties under this Agreement shall be that of a voluntary association. The Consortium is not a separate legal entity, and this Agreement does not create a partnership or joint venture. Neither MIT, ERCIM, KEIO, BEIHANG, nor the Participant can bind the other or create any relationship of principal or agent.
7. Limitation of Liability.
In the event of termination of this Agreement by MIT, ERCIM, KEIO, and BEIHANG pursuant to Section 2 hereof, the Participant shall be entitled to receive, as its sole and exclusive remedy, a refund of any portion of the Participant's duly paid and as-yet uncommitted Fee, and upon such refund, any further liability of MIT, ERCIM, KEIO, and/or BEIHANG to the Participant shall be extinguished. This remedy is in lieu of all other remedies, whether oral or written, express or implied. MIT's liability to the Participant in the event of any other claim by Participant shall be limited to the amount of the Participant's duly paid Fee. In no event shall MIT, ERCIM, KEIO, and/or BEIHANG be liable for any indirect, incidental, consequential, or special damages, including lost profits, sustained or incurred by the Participant in connection with or as a result of its participation in the Business Group or under this Agreement.
8. Force Majeure.
If the performance of any obligation by MIT, ERCIM, KEIO and BEIHANG under this Agreement is prevented, restricted or interfered with by reason of natural disaster, war, revolution, civil commotion, acts of public enemies, blockade, embargo, strikes, any law, order, proclamation, regulation, ordinance, demand or requirement having a legal effect of any government or any judicial authority or representative of any such government, or any other act or event which is beyond the reasonable control of the party affected, then MIT, ERCIM, KEIO and BEIHANG shall be excused from such performance to the extent of such prevention, restriction, or interference, provided that MIT, ERCIM, KEIO, and BEIHANG shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed.
9. Export Controls.
The Participant acknowledges that export and/or re-export from the United States, France, or Japan of technical data, computer software, laboratory prototypes and other commodities ("Controlled Commodities") may be subject to the export control laws and regulation of the United States (including the Arms Export Control Act, as amended, and the Export Administration Act of 1979 revised in 1985), of France, and of Japan, and that such laws and regulations could preclude or delay export of such Controlled Commodities. MIT 's, ERCIM's, KEIO's, and BEIHANG'S obligation hereunder are contingent on compliance with such applicable laws and regulations. Neither party will directly or indirectly export across any national boundary, or communicate or transfer to any third party, any Controlled Commodities without first obtaining any and all licenses that may be required from a cognizant agency of the United States government or the French or Japanese authorities, and/or any and all written assurances from the Participant that it will not re-export or transfer such Controlled Commodities to certain foreign countries or third parties without prior approval of the cognizant government agency. While MIT, ERCIM, KEIO, and BEIHANG agree to cooperate in securing any license which the cognizant agency deems necessary in connection with the export, re-export, transfer or communication of any Controlled Commodities, MIT, ERCIM, KEIO, and BEIHANG cannot guarantee that such licenses will be granted.
Neither this Agreement nor any rights hereunder, in whole or in part, are assignable by the Participant without the prior written consent of the Hosts. Any attempt to assign the rights, duties or obligations under this Agreement by the Participant without such consent shall be a breach of this Agreement and shall be null and void.
11. Entire Agreement.
This Agreement, together with the process and license documents incorporated by reference, embodies the entire understanding between MIT, ERCIM, KEIO, BEIHANG and the Participant for Participant's participation in the Business Group, and cancels and supersedes any other agreements, oral or written, entered into by the parties hereto as to its subject matter.
12. No Modifications.
This Agreement may be amended only by a writing signed by MIT, ERCIM, KEIO, BEIHANG and the Participant.
13. Governing Law.
The venue and governing law of this Agreement shall be that of the Participant's Host, namely: For ERCIM Participants, this Agreement shall be deemed to have been entered into and shall be interpreted and governed in all respects by the laws of France. For KEIO Participants, this Agreement shall be deemed to have been entered into and shall be interpreted and governed in all respects by the laws of Japan. For Beihang Participants, this Agreement shall be deemed to have been entered into and shall be interpreted and governed in all respects by the laws of PRC. For MIT Participants, this Agreement shall be deemed to have been entered into and shall be interpreted and governed in all respects by the laws of The Commonwealth of Massachusetts and the United States of America.
The obligations of MIT, ERCIM, KEIO, BEIHANG, and Participant under Sections 3-13 of this Agreement shall survive expiration or termination hereof, and shall continue hereafter in full force and effect.
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 above written.
|For the four W3C hosts
____________________, Participant's Host