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+% 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
+----------------------------- ----------------