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diff --git a/Parabola+Ceata_Agreement.markdown b/Parabola+Ceata_Agreement.markdown new file mode 100644 index 0000000..a1301d0 --- /dev/null +++ b/Parabola+Ceata_Agreement.markdown @@ -0,0 +1,214 @@ +% Fiscal Sponsorship Agreement +% Parabola GNU/Linux-libre and Ceata Foundation +% July, 2015 + +This Agreement is made by and between: + +1. Fundația Ceata ("Ceata") represented by President Tiberiu-Constantin + Turbureanu, and + +2. Nicolás Reynolds on behalf of the project known as Parabola + GNU/Linux-libre ("Parabola") + +each, a "Party"; together, "the Parties". Ceata is a foundation +(nonprofit organization) incorporated in Bucharest, Romania, and +exempted from income tax under Romanian law 246/2005. + +Whereas: + +a) Ceata's organizational mission is to liberate users from restrictions +in art and technology, with Free Software and Free Culture. "Free +Software" is software its users are free to use, redistribute, modify +and distribute modified versions. Similarly, "Free Culture" is any +cultural work the public is free to use, redistribute, modify and +distribute modified versions. + +b) Parabola's purpose is to develop and maintain a bleeding-edge 100% +Free Software and Free Culture distribution of the GNU operating system. +Parabola is recognized by the Free Software Foundation as a system +distribution that respects the Free System Distribution Guidelines and +is thus a 100% Free System Distribution. + +c) Ceata desires to act as the fiscal sponsor of Parabola beginning on +the Effective Date (as defined below) to assist Parabola in +accomplishing its purpose, which Ceata has determined is fully aligned +with Ceata's mission. + +d) Ceata's Council has approved the establishment of a fund ("Parabola +Fund") to receive donations of cash and other property earmarked for +support of Parabola and to make disbursements in furtherance of +Parabola. + +Now, therefore, the Parties hereby agree as follows: + +1. **Term of Agreement.** As of the Effective Date, Parabola benefits + from the fiscal sponsorship of Ceata for a term of 1 year, unless and + until terminated as set forth in **§ 7**. The term can be extended + definitely or indefinitely by an amendment to this Agreement, signed + by the Parties at least 60 days prior to the expiration of the 1-year + term. + +2. **Parabola's Activities and Communication of All Donation-related + Decisions.** + + a) **Nicolás Reynolds is Parabola's Delegate** (the "Delegate") to + communicate any and all donation-related (including but not limited + to expenditure) decisions to Ceata's Council. Ceata will only object + to the decisions to the extent Parabola is not in compliance with § + 2(b) or § 5 of this Agreement, or when the Delegate's communication + isn't in conjuction with a Parabola document or resource at + parabola.nu website. + + + b) **Parabola stays Free Software and Free Culture.** Ceata and + Parabola's Delegate agree that any and all software and/or + documentation/cultural works distributed by Parabola will be + distributed solely as Free Software and Free Culture, respectively. + Acceptable exceptions to Free Culture works are non-modifiable + license texts and works under the GNU Free Documentation License with + invariant sections, as well as works of opinion. Ceata retains the + sole right to determine whether Parabola's software and/or + documentation/cultural works constitute Free Software and Free + Culture, respectively (as defined herein). + + c) **Ultimate Responsibility of the Parties.** Subject to **§ 2(a)** + of this Agreement, any and all donation-related information, + processing and acknowledgement of cash and non-cash revenue items, + accounts payable and receivable, negotiation of leases and contracts + and disbursement of Parabola funds (including grants) shall be the + ultimate responsibility of Ceata and shall be conducted in the name + of Ceata, beginning of the Effective Date. + + d) **Parabola Not An Agent of Ceata.** The Parties acknowledge that + Parabola and its Delegate do not and shall not act as an agent for + Ceata unless specifically authorized in writing by Ceata to do so. + +3. **Fees.** + + a) Ceata's Council has agreed the fiscal sponsorship offered Parabola + does Not oblige Parabola to donate to Ceata a percentage of + Parabola's gross revenue, for Ceata's operational costs. + + b) Notwithstanding the above, the Parties agree that should Ceata be + required to pay any taxes (including but not limited to sales taxes + and unrelated business taxable income) as the result of any activity + of Parabola and/or activities undertaken by Ceata on Parabola's + behalf, such taxes shall be deducted from the Parabola Fund. Such + deductions from the Parabola Fund will be made by Ceata within + fifteen (15) days of said activities and the Delegate will be + notified when the taxes are payed. + + c) Ceata will monitor any unrelated business taxable income and may + require Parabola to cease activities generating such income if the + overall amounts exceed amounts permissible or prudent for Ceata, + given Ceata's tax exempt status. + +4. **Parabola Fund/Variance Power.** Beginning on the Effective Date, + Ceata shall place all gifts, grants, contributions and other revenues + received by Ceata and identified with Parabola into a Parabola Fund + to be used as communicated by Parabola's Delegate to accomplish + Parabola’s purpose (as defined herein). Ceata retains the right to + refuse donation-related (including but not limited to expenditure) + decisions to the extent Parabola is not in compliance with §2(b) or + §5 of this Agreement. The Parties agree that all money, and the fair + market value of all property, deposited in the Parabola Fund be + reported as the income of Ceata, for both tax purposes and for + purposes of Ceata’s financial statements. It is the intent of the + Parties that this Agreement be interpreted to provide Ceata with + variance powers necessary to enable Ceata to treat the Parabola Fund + as Ceata’s asset while this Agreement is in effect. + +5. **Parabola Fund Management / Performance of Tax-exempt Purposes.** + All of the assets received by Ceata under the terms of this Agreement + shall be devoted to the purpose of Parabola, within the tax-exempt + purposes of Ceata. The Parties agree not to use its funds or operate + in any way which would jeopardize the tax-exempt status of Ceata. + +6. **Outstanding Liabilities.** The signatories represent that any + liabilities that may be outstanding in connection with Parabola have + been disclosed to Ceata. + +7. **Termination.** Parabola's Delegate or Ceata may terminate this + Agreement at any time before its term ends subject to the + understandings below. + + a) **Notice and Fiscal Sponsor Successor Search.** Either Parabola's + Delegate or Ceata may terminate this Agreement on sixty (60) days + written notice ("the Notice Period") to the other Party, so long as a + Successor can be found that meets the following requirements (the + "Successor has Qualified"): + + 1. The Fiscal Sponsor Successor is another nonprofit organization + which is tax-exempt, + + 2. the Fiscal Sponsor Successor is willing and able to sponsor + Parabola, + + 3. the Fiscal Sponsor Successor has **(a)** communicated its + willingness to sponsor Parabola in writing to Ceata and **(b)** + sent a copy of its incorporation documents to Ceata, and, + + 4. the Fiscal Sponsor Successor is approved in writing by both + Parties by the end of the Notice Period, such approval not to be + unreasonably withheld. + + b) **Transfer to a Fiscal Sponsor Successor.** If a Fiscal Sponsor + Successor has Qualified, the balance of assets in Parabola Fund, + together with any other assets held or liabilities incurred by Ceata + in connection with Parabola, shall be transferred to the Fiscal + Sponsor Successor within thirty (30) days of the approval of the + Fiscal Sponsor Successor in writing by both Parties or any extension + thereof, subject to the approval of any third parties that may be + required. + + c) **Termination Without a Fiscal Sponsor Successor.** If no Fiscal + Sponsor Successor is found, the Parabola Fund will remain inactive + for any motive other than transference to a Fiscal Sponsor Successor. + Neither Ceata nor Parabola's Delegate will be able to utilize its + funds until a Successor is available under the conditions set by + **§7(a)** and transferred to the Qualified Successor according to + **§7(b)**. + + d) **Default Fiscal Sponsor Successor.** If no Fiscal Sponsor + Successor is made available in a period of nine (9) months after + termination of this Agreement, Ceata will transfer any asset held + under Parabola Fund to the Free Software Foundation (identification + needed here). + +8. **Parabola Delegate Succession.** In the case of the Delegate's + inability to comply with **§2(a)** or **§7** of this Agreement, this + Agreement will be immediately terminated without preclusion of a new + Agreement between Ceata and a Parabola's Delegate. If no Parabola + Delegate Succession is possible within the same time period specified + by **§7(d)**, the Parabola Fund will be handled as per **§7(d)**. + +9. **Miscellaneous.** Each provision of this Agreement shall be + separately enforceable, and the invalidity of one provision shall not + affect the validity or enforceability of any other provision. This + Agreement shall be interpreted and construed in accordance with the + laws of Romania. This Agreement constitutes the only agreement, and + supersedes all prior agreements and understandings, both written and + oral, among the Parties with respect to the subject matter hereof. + +10. **Amendments.** This Agreement may not be amended or modified, + except in writing and signed by both Ceata and Parabola's Delegate. + +11. **Counterparts / Facsimile.** This Agreement may be executed in two + or more counterparts, each of which shall constitute an original, + but all of which, when together, shall constitute but one and the + same instrument, and shall become effective when one or more + counterparts have been signed by each Party hereto and delivered to + the other Party. In lieu of the original, a facsimile transmission + or copy of the original shall be as effective and enforceable as the + original. + +In witness whereof, the Parties have executed this Fiscal Sponsorship +Agreement effective on the 15 day of July, 2015 (the "Effective Date"). + +----------------------------- ---------------- +By: By: +Date: Date: +Fundația Ceata Nicolás Reynolds +Tiberiu-Constantin Turbureanu +Title: President +----------------------------- ---------------- |