FISCAL SPONSORSHIP AGREEMENT
This   Agreement   is   made   by   and   between   The   Software   Freedom   Conservancy (“Conservancy”)  and [                       ] and [             ][name   of   developers/maintainers] (the   “Developer[s]”)   on   behalf   of   the   project   known   as   Bongo   (the   “Project”).   The Conservancy is a New York nonprofit public benefit corporation located in New York, 
New York, which has received recognition of exemption from federal income tax under 
Section   501(c)(3)   of   the   Internal   Revenue   Code   (IRC)   and   classification   as   a   public  charity under IRC Sections 509(a)(1) and 170(b)(1)(A)(vi).


A.  The purpose of the Project is to produce and distribute software that can be freely copied, modified and redistributed by the general public (“Free Software”).

B.  The Conservancy desires to act as the fiscal sponsor of the Project beginning on the Effective   Date   (as   defined   below)   to   assist   the   Project   in   accomplishing   its   purpose, which the Conservancy has determined will further the Conservancy's charitable goals. The Developer[s] desire to manage the Project under the sponsorship of the Conservancy.

C.   The Conservancy's Board of Directors has approved the establishment of a fund to receive donations of cash and other property earmarked for support of the Project and to make   disbursements   in   furtherance   of   the   Project’s   mission   (the   “Project   Fund”). Currently, the principal office of the Project is located at: [MAILING ADDRESS].


1. Term of Agreement.   As of the Effective Date, the Project joins the Conservancy,  which relationship will continue unless and until terminated as set forth below.

2. Project Management and Activities. 

a. The Project Will Be Free Software.  The Conservancy and the Project agree that any software distributed by the Project will be distributed solely as Free Software.

b. The Developer[s] Will Manage the Project.   Authority to manage the technical 
and artistic direction of  the Project and the program activities of the Project  is delegated to the Developer[s], subject at all times to the direction and control of the Conservancy's Board of Directors.   The Conservancy will only intervene in the program activities to the extent the Project is not in compliance with Paragraph 2(a) or Paragraph 5 of this Agreement.

c. Ultimate Responsibility of Project.  Subject to Section 2(b) of this Agreement, all community programs, public information work, fundraising events, processing and acknowledgment   of   cash   and   non­cash   revenue   items,   accounts   payable   and  receivable,   negotiation   of   leases   and   contracts,   disbursement   of   Project   funds  (including grants), and other activities planned by the Project shall be the ultimate responsibility   of   the   Conservancy   and   shall   be   conducted   in   the   name   of   the       Conservancy, beginning on the Effective Date. 

d. Project Not An Agent Of Conservancy.  The Project does not and shall not act as  an   agent   for   the   Conservancy   unless   specifically   authorized   in   writing   by   the  Conservancy to do so.

3. No Fees.  The Conservancy will collect no fees from the Project.

4. Project Fund/Variance Power.   Beginning on the Effective Date, the Conservancy  shall   place   all   gifts,   grants,   contributions   and   other   revenues   received   by   the   Conservancy and identified with the Project into a Project Fund to be used for the sole  benefit of the Project's mission as that mission may be defined by the Developer[s] from time to time with the approval of the Conservancy. The Conservancy retains the  unilateral right to spend such funds so as to accomplish the purposes of the Project as  nearly   as   possible   within   the   Conservancy's   sole   judgment, subject   to   any   donor  imposed restrictions, as to purpose, on the charitable use of such assets. The parties  agree that all money, and the fair market value of all property, deposited in the Project Fund be reported as the income of the Conservancy, for both tax purposes and for purposes of the Conservancy's financial statements. It is the intent of the parties that this   Agreement   be   interpreted   to   provide   the   Conservancy   with   variance   powers    necessary to enable the Conservancy to treat the Project Fund as the Conservancy’s  asset   in   accordance   with   Financial   Accounting   Statement   No.   136   issued   by   the Financial Accounting Standards Board, while this Agreement is in effect.

5. Project   Fund   Management   /   Performance  of   Charitable   Purposes.    All   of   the  assets received by the Conservancy under the terms of this Agreement shall be devoted  to the purposes of the Project, within the tax­exempt purposes of the Conservancy.  The Project agrees not to use its funds or operate in any way which would jeopardize  the tax­exempt status of the Conservancy. No item of revenue shall be earmarked for  use   in   any   attempt   to   influence   legislation   within   the   meaning   of   IRC   Section   501(c)(3) and no agreement, oral or written, to that effect shall be made between the  Conservancy and any revenue source. The Conservancy shall not use any portion of  the   assets   to   participate   or   intervene   in   any   political   campaign   on   behalf   or   in  opposition to any candidate for public office, to induce or encourage violations of law or public policy, to cause any private inurement or improper private benefit to occur,  nor to take any other action inconsistent with IRC Section 501(c)(3). 

6. Representation   of   the   Project   in   the   Conservancy.    The   Developer[s],   each   a  signatory hereto, shall represent the Project in its official  communication with the Conservancy.  [Note: This section should describe the way in which the Project wishes to interface with the Conservancy; including who has authority to communicate with the   Conservancy   regarding   the   Project   and   what   is   required   in   order   for   the    Conservancy to act on behalf of the Project.  For example, must all of the Developers confirm their approval of a certain action, or can any one of the Developers instruct the Conservancy to take a certain action.   Also, the Developer[s] may want to identify certain other individuals that have the power to represent the Project.]

7. Outstanding Liabilities.  The Developer[s] represent that any liabilities that may be  outstanding in connection with the Project have been disclosed to the Conservancy.

8. Termination.  The Developer[s] or the Conservancy may terminate this Agreement at any time subject to the following understandings: 

a. Notice and Successor Search.  Either the Conservancy or the Developer[s] may 
terminate this Agreement on 60 days' written notice to the other party, so long as a Successor can be found that meets the following requirements:

i. the Successor is another nonprofit corporation which is tax­exempt under IRC  Section 501(c)(3), 
ii. the Successor is not classified as a private foundation under Section 509(a), 
iii.the Successor is willing and able to sponsor the Project, and 
iv. the Successor is approved in writing by both parties by the end of the 60­day 
period, such approval not to be unreasonably withheld. 

b. Additional Search Periods.  If the parties cannot agree on a Successor to sponsor the Project, the Developer[s] shall have an additional 60 days to find a Successor  willing and able to sponsor the Project. Upon written agreement of the parties, the Developer[s] shall have further additional periods  in which to find a Successor.  Such periods will be of a duration agreed to by the parties.

c. Transfer to a Successor.   If  a Successor is found, the balance of assets in the Project   Fund,   together   with   any   other   assets   held   or   liabilities   incurred   by   the  Conservancy in connection with the Project, shall be transferred to the Successor by    the end of the notice period or any extension thereof, subject to the approval of any  third parties that may be required. If the Project has formed a new organization  qualified as a Successor as set forth in this Section, such organization shall  be  eligible to receive all such assets and liabilities so long as such organization has    received a determination letter from the Internal Revenue Service, indicating that      such qualifications have been met, no later than the end of the notice period or any    extension thereof. 

d. Termination Without a Successor.   If no Successor is found, the Conservancy       may   dispose   of   the   Project   assets   and  liabilities   in   any  manner   consistent   with   applicable tax and charitable trust laws. 

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 the State of New York. 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. This Agreement may not be amended or modified, except in writing and signed by all parties to this Agreement.

10.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.