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<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>
|
