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THIS PYTHON CONSORTIUM PARTICIPATION AGREEMENT (the "Agreement"), by and between the Corporation for National Research Initiatives, having an office at 1895 Preston White Drive, Reston, Virginia 20191 ("CNRI" or "Consortium Host") and ______________________________, having an office at _________________(the "Member"), is effective as of ___________________.
WHEREAS, the Member wishes to participate in the Python Consortium (the "Consortium" or "PC") hosted by CNRI, the purposes of which are more fully set forth below and in Appendix 1, which is attached hereto and expressly made a part hereof ("Description of the Python Consortium"), on the terms and conditions hereinafter provided; and
WHEREAS, the Member's participation in the Consortium and cooperation with CNRI as Consortium Host under this Agreement will further the research objectives of CNRI in a manner consistent with its status as a non-profit, tax-exempt institution;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CNRI and the Member AGREE AS FOLLOWS:
The purposes of the Consortium are to promote and further develop the computational environment known as the "Python Language and development system," and, more generally, to support the advancement of information technology in the field of languages, graphics and user interfaces by evolving the Python Language to better utilize and improve the information infrastructure for industry and for the general public.
The Member hereby agrees to participate in the Consortium as a _____________Member, as described in Appendix 1, and agrees to pay the membership fee as set forth therein, or as adjusted from time to time in accordance with Rules of Procedure to be adopted by the Consortium (the "Membership Fee"). Payment will be made in U.S. Dollars to the Consortium Host per the schedule in Appendix 1. Except as otherwise provided for in this Agreement, the Membership Fee is non-refundable.
The period of the Member's participation in the Consortium shall begin the day this Agreement is executed by Member and shall continue in force for one year after the first day of the calendar quarter after which the Member joined, i.e., January 1st, April 1st, July 1st, October 1st. Except as otherwise provided herein, this term will automatically be renewed on a yearly basis beyond the current expiration date, unless one year's notification is given by the Consortium Host, or three month's notification is given by the Member. The Membership Fee for each annual renewal will be the amount in force three months prior to the renewal date.
As Consortium Host, CNRI shall have the following rights and obligations under this Agreement, which rights and obligations are more fully described in Appendix 1:
a. CNRI shall use diligent efforts to provide the vendor-neutral architectural, engineering and administrative leadership required to accomplish the Consortium's goals, subject to Consortium funding and CNRI staff availability.
b. CNRI shall use the Membership Fees to further the objectives of the Consortium as outlined in Appendix 1.
c. CNRI shall appoint and maintain a CNRI-employed Consortium Executive Director ("Executive Director" or "ED"), who will act as the chief executive of the Consortium, and shall appoint a Consortium Technical Director ("Technical Director" or "TD"), who will act as chief architect for all specifications and software produced by the Consortium. The ED and TD may or may not be the same person. The Technical Director shall have authority on resolving issues regarding the Consortium's proposals for new Python Language specifications pursuant to the Python Consortium Review Process, as set forth in Appendix 1.
d. CNRI shall establish and maintain a committee comprised of the ED, the TD and one representative of each Member ("Advisory Committee"), which shall operate as set forth in Appendix 1. To facilitate coordination of its activities as Consortium Host and otherwise promote the goals of the Consortium, CNRI shall also be entitled to appoint one representative to serve on the Advisory Committee, subject to the limitations in paragraph 6 of Appendix 1.
e. CNRI shall collect, maintain and disseminate software and documentation released under the auspices of the Consortium, or otherwise made available to the Consortium, as set forth in this Agreement.
f. CNRI, in consultation with the Advisory Committee, may prepare supplemental Rules of Procedure for the Consortium, if needed.
g. CNRI shall establish and maintain an Internet connection and computer resources to facilitate the work of, and permit the Member with Internet access to communicate with the Consortium.
The Member shall have the following rights and obligations under this Agreement, which rights and obligations are more fully described in Appendix 1:
a. The Member shall have the right to appoint one representative to serve on the Advisory Committee and to participate in the Python Consortium Review Process.
b. The Member shall have the right to establish and maintain computer network links via the Internet with CNRI sufficient to participate in Consortium activities.
c. The Member shall have access to software and documentation produced by the Consortium throughout the development cycle, as set forth in this Agreement and in accordance with the Consortium's Rules of Procedure.
d. Subject to the restrictions contained in this Agreement, the Member may incorporate Consortium software and documentation into products or services at any time after the information or materials have been formally released to Consortium members or to the general public. The Member shall not adopt or incorporate such software and documentation into products or services prior to such release.
e. The Member may volunteer staff members on short-term assignment to CNRI who will serve the Consortium as Visiting Engineers, subject to the approval of the Executive Director and Technical Director.
f. If the Member has subsidiaries, the rights and privileges granted under this Agreement shall extend to all subsidiaries (except the right to appoint a representative to the Advisory Committee) the voting stock of which is directly or indirectly at least fifty percent (50%) owned or controlled by the Member.
g. If the Member is itself a consortium, user society, or otherwise has members or sponsors, the rights and privileges granted under this Agreement extend only to the paid employees of the Member, not to its members or sponsors.
h. Nothing in this Agreement shall require a member to use the Python Language, or any Python Language feature, specification, implementation or application developed under the auspices of the Consortium, or to refrain from using any other language.
Unless otherwise agreed in writing, all exchanges of information between CNRI and the Member, and between the Member and the Consortium under this Agreement shall be deemed non-proprietary and non- confidential. Any exchange of proprietary or confidential information shall be only pursuant to separate written agreement between CNRI, as Consortium Host, and the Member specifically covering such proprietary and/or confidential information. Any proprietary and/or confidential information submitted by the Member to CNRI for Consortium purposes, including without limitation proposals for new Python Language specifications submitted in accordance with the Python Consortium Review Process, shall be clearly marked as such by the Member at the time of submission.
No Member will use the name, logo, registered or unregistered marks, or other identifiers of any other Consortium member, or of CNRI, in connection with any product, promotion, public announcement or news release without the prior written consent of the party concerned, except as otherwise indicated in Section 8 of this Agreement.
Any press releases, interviews with the media, or other public statements by the Member with respect to this Agreement, and, in particular, with respect to any Consortium software and documentation that has not been formally approved for release by the Consortium hereunder, shall be made only at such times and manner as authorized in advance by the Executive Director, provided, however, that nothing in this Agreement shall prevent the Member from making any public announcement which the Member considers in good faith to be necessary in order to satisfy the requirements of any applicable law, rule or regulation of any government agency, or in order to secure any permissions from owners of rights or interests for purposes of this Agreement. The Member has the right to publish the existence of this Agreement and the Consortium established hereunder, including the names of the other members of the Consortium . 9. Intellectual Property Rights.
a. Rights and Permissions. CNRI and the Member shall be free to publish,reproduce, disseminate and otherwise use any research results, ideas, algorithms, techniques and other information, materials or inventions developed under the auspices of the Consortium, where such information, material and inventions have been formally released in accordance with the Python Consortium Review Process described in Appendix 1, the Consortium's Rules of Procedure and any specific agreements relating to such information, materials and inventions, provided, however, that the Member shall have rights under this paragraph only with respect to information, materials or inventions developed prior to or during the Member's status as a member of the Consortium.
b. Ownership of Copyrights, Patents and Trademarks. The Member agrees that all right, title and interest in and to any and all software, documentation and other information or materials created or developed, and in and to all inventions conceived or first reduced to practice, by the Executive Director, Technical Director, or other CNRI employees, contractors or agents, when working on Consortium matters, shall be deemed the property of CNRI, provided, however, that CNRI shall make any such information, materials and inventions available to the Member and to the general public for unrestricted use and at no charge in accordance with this Agreement. In the event that portions of any such information, materials and inventions are not owned by CNRI, or not jointly owned by CNRI and Member as provided herein, an appropriate license will be developed by CNRI in consultation with the Advisory Committee to reflect specific constraints, if any.
c. Any information, materials or inventions subject to patent, copyright or other rights or interests that are created, developed, conceived or first reduced to practice jointly by CNRI and the Member when working on Consortium matters, including any Visiting Engineer assigned by Member to work at CNRI on Consortium matters, shall be jointly owned by CNRI and the Member. Each joint owner shall be entitled to exercise all rights of ownership as provided by law without, however, any obligation of accounting from one to the other. Member understands and agrees that CNRI will make all such jointly owned information, materials and inventions available to all Consortium members and to the general public for unrestricted use and at no charge in accordance with this Agreement.
d. It is the intention of CNRI to develop a Python logo and other identifiers for use in connection with Consortium activities. CNRI will consult with the Advisory Committee on procedures for the application of any such identifiers to Consortium releases and related matters.
Except as otherwise provided herein or as authorized by the Advisory Committee, all notices or other communications to or upon either party with respect to this Agreement, shall be in writing delivered by first class, air mail or facsimile, dispatched to or given at the following addresses (unless a change shall be specified in writing by a party):
For CNRI: Al Muhlbauer, Director of Finance
Corporation for National Research Initiatives
1895 Preston White Drive, Suite 100
Reston, VA 20191
(703) 620-8990 (phone)
(703) 620-0913 (fax)
For the Member:
This Agreement does not create a partnership or joint venture. Neither CNRI nor the Member can bind the other or create any relationship of principal or agent. Personnel furnished by the Member to perform services hereunder, including without limitation Visiting Engineers assigned by the Member to work at CNRI on Consortium matters, shall at all times remain employees, contractors or agents of the Member and not employees, contractors or agents of CNRI, provided, however, that the Member hereby agrees that any such Visiting Engineers will be subject to routine CNRI procedures. Personnel furnished by CNRI to serve as ED, TD, Consortium staff, or otherwise assigned to perform services hereunder, shall at all times remain under the control and direction of CNRI and shall be employees, contractors or agents of CNRI and not employees, contractors or agents of the Member or the Consortium.
CNRI shall have the right, upon one year's prior written notice, to dissolve the Consortium, by terminating the agreements (including this Agreement) with each member of the Consortium. In addition, CNRI shall have the right, upon sixty (60) days prior written notice, to dissolve the Consortium, by terminating the agreements (including this Agreement) with each member of the Consortium in the event of force majeure, as described in Section 15 below, the occurrence of which CNRI determines in good faith will prevent CNRI from carrying out its administrative and technical leadership duties under this Agreement, or in the event of the adoption of a Resolution by the Advisory Committee recommending to CNRI that the Consortium be terminated. Except as otherwise provided herein, following the dissolution of the Consortium hereunder, CNRI shall inform the Advisory Committee of any balances remaining for Consortium activities, and shall request advice on how any such amounts shall be used.
CNRI MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED: (i) WITH RESPECT TO ANY SOFTWARE OR DOCUMENTATION PROVIDED OR MADE AVAILABLE TO THE MEMBER; (ii) WITH RESPECT TO ANY STANDARD ENDORSED BY CNRI OR THE CONSORTIUM, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; OR (iii) THAT THE SOFTWARE AND DOCUMENTATION DOES NOT INFRINGE THE PROPRIETARY RIGHTS OF THIRD PARTIES, INCLUDING PATENTS, COPYRIGHTS AND TRADE SECRETS. THE MEMBER AGREES THAT ALL SOFTWARE AND DOCUMENTATION SHALL BE ACCEPTED BY MEMBER "AS IS."
In the event of dissolution of the Consortium and termination of this Agreement by CNRI pursuant to Section 12 hereof, the Member shall be entitled to receive, as its sole and exclusive remedy, a refund of all of the Member's duly paid and uncommitted Membership Fee, if any. Upon such refund, any further liability of CNRI to the Member shall be extinguished. This remedy is in lieu of all other remedies, whether oral or written, express or implied. In no event shall CNRI be liable for any indirect, incidental, consequential, or special damages, including lost profits, sustained or incurred by the Member in connection with or as a result of its participation in the Consortium or under this Agreement.
If the performance of any obligation by CNRI 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 CNRI shall be excused from such performance to the extent of such prevention, restriction, or interference.
The Member acknowledges that export and/or re-export from the United States of technical data, computer software, laboratory prototypes and other commodities may be subject to the export control laws and regulations of the United States. CNRI's obligations hereunder are contingent on compliance with such applicable laws and regulations. While CNRI will cooperate with Member in Member's securing any license which the cognizant agency deems necessary pursuant to such laws and regulations, the responsibility for compliance remains with the Member.
Neither this Agreement nor any rights hereunder, in whole or in part, are assignable by either party without the prior written consent of the other party. Any attempt to assign the rights, duties or obligations under this Agreement without such consent shall be a breach of this Agreement and be null and void.
This Agreement, together with Appendix 1, embodies the entire understanding between CNRI and the Member for the Member's participation in the Consortium.
This Agreement may be amended only by a writing signed by CNRI and the Member.
This Agreement shall be interpreted and governed in all respects by the law of the State of Virginia, USA.
Any controversy or claim arising out of or relating to this Agreement, its execution or breach, and any damages allegedly suffered therefrom, first shall be submitted to friendly negotiation between the parties. Matters which cannot be resolved through negotiation shall be finally settled: (i) if the Member is organized or incorporated within any of the United States, under the Commercial Arbitration Rules of the American Arbitration Association, by one arbitrator appointed in accordance with said Rules, or (ii) if the Member is organized or incorporated outside the United States, under the Rules of Conciliation and Arbitration of the International Chamber of Commerce, by one arbitrator appointed in accordance with said Rules. In any event, the place of arbitration shall be Washington, D.C. The arbitrator shall determine the matters in dispute in accordance with the law of the State of Virginia, USA, pursuant to Section 20 of this Agreement. The English language shall be used throughout the proceedings. Any award, order or judgment pursuant to such arbitration may be entered and enforced in any court of competent jurisdiction. The Member agrees to submit to the jurisdiction of any such court for purposes of the enforcement of any such award, order or judgment.
The obligations of CNRI and the Member under Sections 6, 7, 9, 11,
13-16, 20 and 21 of this Agreement shall survive expiration or
termination hereof, and shall continue thereafter 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 date first above written.
Corporation for National Member: Research Initiatives: By:___________________________ By:____________________________ Title:________________________ Title:_________________________ Date:_________________________ Date:__________________________