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diff --git a/www/consortium_agreement-20071201.html b/www/consortium_agreement-20071201.html new file mode 100644 index 0000000..282a03c --- /dev/null +++ b/www/consortium_agreement-20071201.html @@ -0,0 +1,558 @@ +<html> +<head> +<title>SQLite Consortium Agreement</title> +</head> +<body bgcolor="white"> +<h1 align="center"> +SQLite Consortium Agreement +</h1> + +<p>This SQLite Consortium Agreement ("Agreement") is made and +entered into as of the _____ day of ______________, 2007 ("Effective Date") +by and between ___________________ (the "Company"), and +Hipp, Wyrick & Company, Inc., a Georgia Corporation with +headquarters at 6200 Maple Cove Lane, Charlotte, NC ("Hwaci").</p> + +<p>WHEREAS, Hwaci is the developer of a serverless, embeddable, public +domain SQL database engine available at +<a href="http://www.sqlite.org/">http://www.sqlite.org/</a> +("SQLite"); and</p> + +<p>WHEREAS, Company wishes to support the independent development of +the SQLite database engine to insure the continuing reliability, +vitality, and independence of SQLite, and in connection therewith, +Company wishes to provide funds for ongoing research, development, +and maintenance of the SQLite code base, operation of the SQLite +website, protection and maintenance of the SQLite +trademark, as well as for promotion of SQLite at conferences and +trade shows; and</p> + +<p>WHEREAS, Company wishes to receive benefits in the form of +services from Hwaci in consideration for their support of SQLite; and</b> + +<p>WHEREAS, Company and Hwaci each wish SQLite to be supported and +maintained as an independent, community-driven project, and to +ensure the SQLite development team remains independent.</p> + +<p>NOW, THEREFORE, in consideration of the mutual promises contained +herein, the parties agree as follows:</p> + +<h2>1.0 Definitions</h2> + +<h3>1.1 SQLite Developers</h3> +<p>The "SQLite Developers" are the employees or contractors of Hwaci engaged +in the development of SQLite, including without limitation the +SQLite Architect.</p> + +<h3>1.2 SQLite Architect</h3> +<p>The "SQLite Architect" is the SQLite Developer with ultimate +responsibility and authority over changes and maintenance of the +SQLite code. The current SQLite Architect is the original designer +and developer of SQLite, D. Richard Hipp. Hwaci may change the +SQLite Architect from time to time upon approval by Company.</p> + +<h3>1.3 Consortium Member</h3> +<p>A "Consortium Member" is a company or organization, including +but not limited to Company, which has entered into an agreement +with Hwaci which is substantially similar to this Agreement. +</p> + +<h2>2.0 Agreement<h2> + +<h3>2.1 Responsibilities And Obligations Of SQLite Developers</h3> + +<h4>2.1.1 General Support</h4> +<p>The SQLite Developers shall provide, without limit, +timely and accurate answers, advice, and instruction +in response to questions and comments from Company about SQLite +submitted by email or by telephone at any time day or night. +</p> + +<h4>2.1.2 Debugging Support</h4> +The SQLite Developers shall at Company's request provide +Company with direct assistance +in debugging applications that are built upon or use SQLite. +The combined time for Debugging Support and Custom +Development for Company is limited to 330 hours per year. +</p> + +<h4>2.1.3 Custom Development</h4> +<p>The SQLite Developers shall at the request of Company +write new extensions or enhancements +to SQLite according to Company's specifications. These extensions +and enhancements may be proprietary to Company or open source or +with the consent of both Company and the SQLite Architect may +be folded into the public domain SQLite source tree. +The time devoted to Custom Development for Company is limited 220 hours +per year. +</p> + +<h4>2.1.4 Custom Builds</h4> +The SQLite Developers shall at Company's request provide Company +with specialized builds of SQLite according to Company's specifications. +</p> + +<h4>2.1.5 Legacy Support</h4> +<p>The SQLite Developers shall at Company's request provide support +and bug-fix patches for any historical version of SQLite. +</p> + +<h4>2.1.6 Custom Testing</h4> +<p>The SQLite Developers shall at Company's request set up and run +acceptance tests according Company's specifications that are specifically +designed to exercise SQLite as configured and used by Company. +These acceptance tests shall be run and shall pass prior to any release +of SQLite. +</p> + +<h4>2.1.7 Priority Bug Fixes</h4> +<p>The SQLite Developers shall assign highest priority to fixing bugs +in SQLite that are reported by Company or in which Company has +expressed a specific interest. +</p> + +<h4>2.1.8 Code Quality</h4> +<p>The SQLite Developers shall at all times keep the SQLite source +code well commented and documented and clearly structured and +organized so that an experienced and competent programmer can +understand it and support it after no more than a few months of study. +</p> + +<h4>2.1.9 Backwards Compatibility</h4> +<p>The SQLite Developers recognize that Company uses SQLite +in mission-critical applications and therefore shall work diligently +to ensure continuing bug-free correct operation and backwards +compatibility with prior releases. +</p> + +<h4>2.1.10 Test Coverage</h4> +<p>The SQLite Developers shall maintain the SQLite test suite such +that no less than 95% source code coverage is provided. +</p> + +<h4>2.1.11 Website</h4> +<p>The SQLite Developers shall maintain the SQLite website at +<a href="http://www.sqlite.org/">http://www.sqlite.org/</a> +in good working order and all SQLite source code shall +be made freely available at such website. +</p> + + +<h3>2.2 Responsibilities And Obligations Of The SQLite Architect</h3> + +<h4>2.2.1 Private Briefings</h4> +<p>The SQLite Architect shall, at the request of Company, +provide Company with private notification and briefings +of any new bugs or new features in SQLite that might +effect Company's products. +</p> + +<h4>2.2.2 Direction</h4> +<p>The SQLite Architect shall coordinate the activities of SQLite +Developers and shall publish from time to time a roadmap of +proposed future changes and enhancements to SQLite. +</p> + +<h4>2.2.3 Oversight</h4> +<p>The SQLite Architect shall personally review all changes to +the SQLite Source Code and take responsibility for the quality +and correctness of those changes. +</p> + +<h4>2.2.4 Continuity</h4> +<p>The initial SQLite Architect shall be the original developer +of SQLite, D. Richard Hipp. The role of SQLite Architect shall +not be assigned to another during the term of this Agreement except +due to the disability of Dr. Hipp and with approval of Company. +</p> + +<h3>2.3 Responsibilities And Obligations Of Hwaci</h3> + +<h4>2.3.1 Employer</h4> +<p>Hwaci shall act as the employer of the SQLite Developers and +SQLite Architect and shall make all tax and legal filings +and tax withholding required by employers. Hwaci shall provide +Company with W-9 information upon request. +</p> + +<h4>2.3.2 Responsible Party</h4> +<p>All obligations of the SQLite Developers set forth in this +agreement are deemed obligations of Hwaci. Hwaci shall recruit, +employ, and supervise SQLite Developers in such a way that the +responsibilities and obligations of the SQLite Developers set +forth in this agreement are upheld.</p> + +<h4>2.3.3 Multiple Developers</h4> +<p>Hwaci shall recruit and employ as many SQLite Developers for as +many hours as can be reasonably achieved using the funds received +from Consortium Members under this agreement. +So that support for SQLite will not be interrupted by the +disability or withdrawal of any one SQLite Developer, Hwaci will +keep at least two knowledgeable and competent SQLite Developers +on staff.</p> + +<h4>2.3.4 Mentorship</h4> +<p>Hwaci shall work to encourage independent +programmers from around the world +to become familiar with SQLite internals so that there will be a +pool of talent able to support SQLite in the future. +</p> + +<h4>2.3.5 Audits</h4> +<p>Hwaci shall keep and maintain complete and accurate records +of the use of development funds provided by Company +and shall allow Company, or its representative, a certified +public accountant mutually acceptable to Hwaci and Company, +during office hours and at reasonable intervals, no more than +once every 12 months, to inspect and make extracts or copies +of such records solely for the purpose of ascertaining Hwaci's +compliance with the objectives and requirements of this agreement. +</p> + +<h4>2.3.6 Disaster Planning</h4> +<p>Hwaci shall maintain backup copies of all +SQLite source files and documentation, current and historical, +at least two separate locations separated from each +other and from the primary on-line SQLite repository +by at least 400 kilometers. +</p> + +<h4>2.3.7 Trademark</h4> +<p>Hwaci shall maintain ownership of the SQLite trademark and +the sqlite.org domain name and shall purchase bandwidth and +server space for the <a href="http://www.sqlite.org/"> +http://www.sqlite.org/</a> website. +</p> + +<h4>2.3.8 No Take-overs or Buy-outs</h4> +<p>Neither Hwaci nor the SQLite Architect shall relinquish development +control of SQLite during the term of this Agreement, by acquisition or merger +or by any other means, +except with the consent of Company. +</p> + +<h4>2.3.9 New Consortium Members</h4> +<p>New Consortium Members may be accepted into the consortium from +time to time under identical terms as this agreement, or under +substantially similar terms that have been approved by existing +Consortium Members.</p> + +<h4>2.3.10 Adequate Staff</h4> +Hwaci shall recruit and employ a sufficient number of qualified +SQLite Developers to easily cover all custom development, +debugging, and general support service obligations for all +Consortium Members while still providing ample time for +the SQLite Developers to engage in general maintenance +and extension of SQLite. +</p> + +<h4>2.3.11 Use Of Funds</h4> +<p>Hwaci shall use the funds provided hereunder +solely for the development and maintenance of SQLite as set forth in +this Agreement. +Interest on funds received in advance and held in trust will +be reinvested and used for the same purposes as the principal. +</p> + +<h3>2.4 Responsibilities And Obligations Of Company</h3> + +<h4>2.4.1 Funding</h4> +<p>Company shall provide funding for the ongoing support and +maintenance of SQLite as set forth in section 3.0 "Fees". +</p> + +<h4>2.4.2 Copyright Disclaimer</h4> +<p>Company acknowledges that SQLite source code and documentation +published on the <a href="http://www.sqlite.org/">SQLite website</a> +is in the public domain and that nothing in this agreement shall change +that fact. +</p> + +<h2>3.0 Fees</h2> + +<p>In consideration of the performance +by Hwaci, the SQLite Developers, and the SQLite Architect +of the obligations described herein, +Company shall pay Hwaci at least US $75,000 per year in advance +either annually, quarterly, or monthly, at Company's discretion.</p> + +<h2>4.0 Confidentiality</h2> + +<h3>4.1 Definition of Confidential Information</h3> + +<p>"Confidential Information" means any Company proprietary information, +technical data, trade secrets or know-how, including, but not limited to, +research, product plans, products, services, customers, customer lists, +markets, software, developments, inventions, processes, formulas, +technology, designs, drawings, engineering, hardware configuration +information, marketing, finances or other business information +disclosed by Company either directly or indirectly in writing, +orally or by drawings or inspection of parts or equipment.</p> + +<h3>4.2 Non-Use and Non-Disclosure.</h3> + +<p>Hwaci shall not, during or subsequent to the term of this Agreement, +use Company's Confidential Information for any purpose whatsoever +other than the performance of the Services or disclose +Company's Confidential Information to any third party. The parties +acknowledge that Confidential Information will remain the sole +property of Company. Hwaci shall take all reasonable precautions +to prevent any unauthorized disclosure of Confidential Information +including, but not limited to, having each employee or +consultant of Hwaci, if any, with access to any +Confidential Information, execute a nondisclosure agreement +containing provisions in Company's favor substantially similar +to this Agreement. Confidential Information does not include +information that: (i) is known to Hwaci at the time of +disclosure to Hwaci by Company as evidenced by written +records of Hwaci; (ii) has become publicly known and made +generally available through no wrongful act of Hwaci; or +(iii) has been received by Hwaci from a third party who is +authorized to make such disclosure.</p> + +<h4>4.2.1 Disclosure Required by Law</h4> +In the event any Confidential Information is required to be disclosed +by Hwaci under the terms of a valid and effective subpoena or order +issued by a court of competent jurisdiction, or by a demand or +information request from an executive or administrative agency +or other governmental authority, Hwaci shall, unless prohibited +by the terms of a subpoena, order, or demand, promptly notify +Company of the existence, terms and circumstances surrounding +such demand or request, shall consult with Company on the +advisability of taking legally available steps to resist +or narrow such demand or request, and, if disclosure of +such Confidential Information is required, shall exercise +its reasonable best efforts to narrow the scope of disclosure +and obtain an order or other reliable assurance that +confidential treatment will be accorded to such +Confidential Information. To the extent that Hwaci +is prohibited from notifying Company of a subpoena, +order or demand, by the terms of same, Hwaci shall exercise +its reasonable efforts to narrow the scope of disclosure.</p> + +<h3>4.3 Return of Materials.</h3> + +<p>Upon the termination of this Agreement, or upon Company's +earlier request, Hwaci shall deliver to Company all of +Company's property or Confidential Information that Hwaci +may have in Hwaci's possession or control.</p> + +<h2>5.0 Intellectual Property</h2> + +<h3>5.1 No Assignment</h3> + +<p>Company acknowledges that all copyrightable material, notes, +records, drawings, designs, inventions, improvements, developments, +discoveries and trade secrets made, generated, conceived, or +reduced to practice by Hwaci related to SQLite +will remain the property of Hwaci. Nothing in this Agreement +will be construed to transfer any intellectual property right +of Hwaci to Company.</p> + +<h3>5.2 Availability and Public Domain Dedication</h3> + +<p>The SQLite Developers and Hwaci shall, +subject to their discretion as to the quality +and suitability of the SQLite source code and documentation +for public release, make +the SQLite source code and documentation +publicly available as downloadable files +and make a public statement ceding all intellectual +property rights, including but not limited to copyright +and patent rights, in the SQLite source code and documentation +to the public domain. +To the extent that the SQLite Developers and Hwaci +elect not to release the SQLite +source code and documentation +publicly, they shall provide copies thereof to +Company and hereby grants to Company, under all of the +SQLite Developers' and Hwaci's +rights +including but not limited to copyright and patent rights, +in and to the SQLite source code and documentation, +perpetual, irrevocable, +worldwide, non-exclusive, sublicenseable license to use, +copy, prepare derivative works of, publicly perform and +display the SQLite source code and documentation +and derivative works thereof.</p> + +<h3>5.3 Trademark</h3> + +<p>Hwaci shall use the name "SQLite" only to apply to the +publicly available project known by such name as of the +Effective Date. Hwaci may in its discretion file such +trademark applications or registrations as it deems +appropriate to protect or record its rights therein, +and may set such policies as it deems appropriate for +licensing the use of the trademark.</p> + +<h2>6.0 Representations And Warranties</h3> + +<h3>6.1 Intellectual Property Clearances.</h3> + +<p>Hwaci hereby represents and warrants that Hwaci shall +enter into agreements with the SQLite Developers sufficient +to enable Hwaci to undertake the obligations of Section 5.</p> + +<h3>6.2 Disclaimer.</h3> + +<p>THE WORK PRODUCT AND ALL MATERIAL PROVIDED BY HWACI AND +COMPANY ARE PROVIDED "AS IS." NEITHER PARTY MAKES ANY +REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER ORAL +OR WRITTEN, WHETHER EXPRESS, IMPLIED, OR ARISING BY STATUTE, +CUSTOM, COURSE OF DEALING OR TRADE USAGE, WITH RESPECT TO +THE SUBJECT MATTER HEREOF, IN CONNECTION WITH THIS AGREEMENT. +EACH PARTY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED +WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, +FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.</p> + +<h2>7.0 Term And Termination</h2> + +<h3>7.1 Term.</h3> + +<p>This Agreement will commence on the Effective Date and +will continue until 12 months after the Effective Date. +Thereafter, the parties may by mutual consent renew +this Agreement subject to agreement on fees to be paid by +Company for sponsorship for additional periods.</p> + +<h3>7.2 Termination.</h3> + +<p>If either party materially defaults in the performance +of any of its material obligations hereunder and if any +such default is not corrected within 30 days after notice +in writing, then the non-defaulting party, at its option, +may, in addition to any other remedies it may have, thereupon +terminate this Agreement by giving written notice of +termination to the defaulting party.</p> + +<h3>7.3 Survival.</h3> + +<p>Upon such termination all rights and duties of the +parties toward each other will cease except: +Sections 4 (Confidentiality), 5 (Intellectual Property), +and 8 (Miscellaneous) will survive termination of this Agreement.</p> + +<h2>8. Miscellaneous</h2> + +<h3>8.1 Nonassignment/Binding Agreement.</h3> + +<p>The parties acknowledge that the unique nature of +Hwaci's services are substantial consideration for the +parties' entering into this Agreement. Neither this +Agreement nor any rights under this Agreement may be +assigned or otherwise transferred by Hwaci, in whole +or in part, whether voluntarily or by operation of law, +without the prior written consent of Company, which +consent will not be unreasonably withheld. +Subject to the foregoing, this Agreement will be binding +upon and will inure to the benefit of the parties and +their respective successors and assigns. Any assignment +in violation of the foregoing will be null and void.</p> + +<h3>8.2 Notices.</h3> + +<p>Any notice required or permitted under the terms of +this Agreement or required by law must be in writing +and must be: (a) delivered in person; (b) sent by first +class registered mail, or air mail, as appropriate; or +(c) sent by overnight air courier, in each case properly +posted and fully prepaid to the appropriate address set +forth in the preamble to this Agreement. Either party +may change its address for notice by notice to the other +party given in accordance with this Section. Notices +will be considered to have been given at the time of +actual delivery in person, three business days after +deposit in the mail as set forth above, or one day after +delivery to an overnight air courier service.</p> + +<h3>8.3 Waiver.</h3> + +<p>Any waiver of the provisions of this Agreement or +of a party's rights or remedies under this Agreement +must be in writing to be effective. Failure, neglect, +or delay by a party to enforce the provisions of this +Agreement or its rights or remedies at any time, will +not be construed as a waiver of such party's rights +under this Agreement and will not in any way affect +the validity of the whole or any part of this Agreement +or prejudice such party's right to take subsequent action. +No exercise or enforcement by either party of any right +or remedy under this Agreement will preclude the +enforcement by such party of any other right or remedy +under this Agreement or that such party is entitled by +law to enforce.</p> + +<h3>8.4 Severability.</h3> + +<p>If any term, condition, or provision in this Agreement +is found to be invalid, unlawful or unenforceable to +any extent, the parties shall endeavor in good faith +to agree to such amendments that will preserve, as far +as possible, the intentions expressed in this Agreement. +If the parties fail to agree on such an amendment, +such invalid term, condition or provision will be +severed from the remaining terms, conditions and +provisions, which will continue to be valid and +enforceable to the fullest extent permitted by law.</p> + +<h3>8.5 Integration.</h3> + +<p>This Agreement contains the entire agreement of the +parties with respect to the subject matter of this +Agreement and supersedes all previous communications, +representations, understandings and agreements, +either oral or written, between the parties with +respect to said subject matter. This Agreement +may not be amended, except by a writing signed by both parties.</p> + +<h3>8.6 Counterparts.</h3> + +<p>This Agreement may be executed in counterparts, +each of which so executed will be deemed to be an +original and such counterparts together will constitute +one and the same agreement.</p> + +<h3>8.7 Governing Law.</h3> + +<p>This Agreement will be interpreted and construed in +accordance with the laws of the State of North Carolina +and the United States of America, without regard to +conflict of law principles. All disputes arising out +of this Agreement will be subject to the exclusive +jurisdiction of the state and federal courts located in +North Carolina, and each party hereby consents to the +personal jurisdiction thereof.</p> + +<h3>8.8 Independent Contractors.</h3> + +<p>It is the intention of the parties that Hwaci is an +independent contractor. Nothing in this Agreement will +in any way be construed to constitute Hwaci or any of +its employees as an agent, employee or representative +of Company.</p> + +<h2>9.0 Signatures</h2> + +<p>The parties have executed this Agreement below to +indicate their acceptance of its terms.</p> + +<table width="100%" border="0"> +<tr><td valign="top"> +HWACI<br> +By:<hr> +<p> </p> +Print Name:<hr> +<p> </p> +Title:<hr> +<p> </p> +</td><td width="10%"></td> +<td valign="top"> +COMPANY<br> +By:<hr> +<p> </p> +Print Name:<hr> +<p> </p> +Title:<hr> +<p> </p> +</td></tr></table> |