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Chapter Agreement

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The Chapter Agreement was signed between Wikimedia India and the Wikimedia Foundation. In summary, it:

  • recognises Wiki India chapter as the Wikimedia chapter covering the India.
  • authorises Wiki India to use "Wikimedia" in its name
  • obliges each party to support the work of the other
  • forbids either party from engaging in activity that might negatively impact the work or image of the other
  • Sets out certain mutual information obligations

A pdf of the signed copy is here: WMFWMINAgrement.pdf


Full Text

Agreement (the “Agreement”) between the Wikimedia Foundation and Wikimedia Chapter (the “Wikimedia Chapter”. India)

September 6, 2011

Preamble:

The Wikimedia Foundation Inc. is an international non-profit organization (“Wikimedia Foundation”, or the “Foundation”) located in 149 New Montgomery Street, 3rd Floor San Francisco, CA 94105,USA, dedicated to encouraging the growth, development and distribution of free multilingual content, and to pro\dding the full content of these wikibased projects to the public free of charge.

Wikimedia chapters are independent organizations which operate in a specific geographical region and support the aims of the Wikimedia Foundation. This agreement constitutes the formal acknowledgment of this independent organization, Wikimedia Chapter, India, No. 194, 2nd ‘C’ Cross, Dommaluru, 2°“* Stage, Bangalore - 560071. Karnataka. India and defines the rights and obligations of both the Wikimedia Foundation and the Wikimedia Chapter.

Mission:

The Foundation will not create or authorize the creation of any additional chapter within the geographic region of India. The declared goals of the Wikimedia Chapter and those of the Wikimedia Foundation must not be in opposition.

Name: Irrespective of their locally incorporated names, the Chapter is authorized to assume and operate under the title "Wikimedia India" for all operations as a Wikimedia chapter.

Geographic limits:

This Wikimedia Chapter is authorized to cover the geographic region of India. The Foundation will not create or authorize the creation of any additional chapter within this geographic region. The Foundation will not engage with other local organizations without consulting with the Chapter.

Wikimedia logos and trademarks:

4.1. The Wikimedia Foundation seeks to protect its interest in its trade and business marks in addition to ensuring that its good reputation is not tarnished by the improper use of those marks.

4.2. The Wikimedia Chapter is obliged to utilize the Wikimedia logo and name in all their related activities and are hereby authorized to do so by the Foundation. 

5. Other logos and trademarks;

5.1. The Foundation owns, controls and uses many additional marks. These marks are listed in appendix 2 of this Agreement and may vary from time to time.

5.2. The Foundation hereby authorizes the Wikimedia Chapter to utilize these additional marks free of any payment or royalties, solely for their own use in publicity, fundraising, media relations and management.

5.3. Any commercial use of these additional marks shall be subject to the terms of a separate trademark agreement between the two parties.

6. Conduct

6.1 The Wikimedia Chapter shall seek to ensure in all dealings that it does not appear to speak for or act for the Foundation, except insofar as may be agreed upon with the Foundation. The Foundation shall not speak or act on behalf of the Wikimedia Chapter, except insofar as may be agreed upon with the Wikimedia Chapter.

6.2 The Wikimedia Chapter agrees to support the activities of the Foundation so far as it is permitted to do so and to refrain from (a) engaging in any illegal activity; (b) engaging in any social or political activism which might distract from the promotion of free content and knowledge; and (c) engaging in any activity that might negatively impact the work or image of the Wikimedia Foundation.

6.3 The Foundation agrees to support the activities of the Wikimedia Chapter and to not engage in any activity that might negatively impact the work or image of the Wikimedia Chapter.

6.4 The Wikimedia Chapter shall not have the authority to create, modify or terminate any contractual relationship(s) between the Foundation and any third party. 

6.5 The Wikimedia Chapter shall not have the authority to enter into any legal transaction(s) on hehalf of the Foundation.

6.6 Any act of the Wikimedia Chapter on behalf of the Foundation which may be regarded as over and above the duties and responsibilities as provided in this Agreement, shall be deemed to be unauthorized, and the Wikimedia Chapter shall be solely liable for the same.

6.7 Notwithstanding that a desired result is expected from the Wikimedia Chapter as per this Agreement, the Wikimedia Chapter is not subject to the direct control or supervision by the Foundation.

6.8 The Wikimedia Chapter shall have no responsibility for the content that appears on sites owned or controlled by WMF, nor does the Chapter have any authority to change content or commit to third parties to change content in any such website.

7. Bylaws

7.1. The Wikimedia Chapter shall supply to the Foundation a copy of its bylaws and incorporation documents together with a certified English translation of the same, if not already in that language.

7.2. The Wikimedia Chapter shall be required to advise the Foundation of any planned or actual change in the bylaws or status of the Chapter which might affect the Foundation or the continued existence or effectiveness of this Agreement.

7.3. The Foundation shall be required to advise the Wikimedia Chapter of any planned or actual change in the bylaws or status of the Foundation which might affect the Chapter or the continued existence or effectiveness of this Agreement.

8. Activity report

8.1. The Wikimedia Chapter shall supply a written activity and financial report in English at least once a year to the Foundation, within four (4) months of each Chapter year end.

8.2. The Foundation shall supply a written activity and financial report from the Foundation board in English to the Wikimedia Chapter within four (4) months of each Foundation year end.

9. Duration and revocation The term of this Agreement is one year and is automatically renewed unless notice is given three (3) months in advance by either party. The notice of revocation shall be in writing and provided to the other party. Upon termination of this Agreement, the Wikimedia Chapter will cease to be recognized and all permissions, including usage of trademarks, logos and name usage, shall be withdrawn with immediate effect.


10. Relationship The parties agree that the Wikimedia Chapter’s relationship with the Foundation shall be that of two independent organizations in furtherance of common goals of the growth, development and distribution of free, multilingual content, and not that of an agent. 11. Applicable Law and Venue This Agreement is subject to the law's of the United States of America and the State of California, without regard to conflict of law rules. The Foundation and Wikimedia Chapter agree that in the event of litigation, the venue shall be proper only in the courts of competent jurisdiction for San Francisco County, California. The Foundation and Chapter agree to be subject to the jurisdiction of the said courts for purposes of any action brought pursuant to this Agreement. 12. Mandatory Mediation Prior to the commencement of any lawsuit, both parties agree to a mandatory mediation process, to be conducted in person before a certified mediator agreed by the parties. Upon completion of good faith mediation and certification of an impasse by the mediator, either party may bring suit no sooner than 30 days following the certification of impasse. 13. Severability If one or more pro\dsions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such pro\dsion shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision w'ere so excluded and (hi) the balance of the Agreement shall be enforceable in accordance with its terms. O ' I ILAo for Wikimedia Chapter. India WIKIMEDIA CHAPTER ID No. 194,2nd *C’ Cross. Dommaluru 2nd Stage ^ H«..,A.,,^!^NGALORE-560 071.

Barry Newstead\ror Wikimedia Foundation, Inc.

Date: Effective date