MoU ESA

This is the draft for the Memorandum of Intent between the European Space Agency (ESA) and the Open Source Geospatial Foundation (OSGeo) to coordinate in promoting and supporting joint activities they plan to engage in to achieve the common goals of encouraging interoperability with open and community standards, fostering the use of open source geospatial software, championing community building, and celebrating excellence, openness and inclusivity.

The Memorandum of Intent will be available for download after both parties will have signed it.

Memorandum of Intent
Memorandum of Intent (“MoI”) dated xx/xx/2023 by and between the Open Source Geospatial Foundation (OSGeo) with its principal place of business at 9450 SW Gemini Dr, #42523, Beaverton, Oregon 97008 USA, and the European Space Agency, (ESA) with its headquarters located at 8-10 rue Mario-Nikis, 75015 Paris, France.

Recitals
Whereas, ESA is an intergovernmental organisation with a mission to provide for and to promote, for exclusively peaceful purposes, cooperation among European States in space research and technology and their space applications, with a view to their being used for scientific purposes and for operational space applications systems.

Whereas, the OSGeo is a not-for-profit organisation founded in 2006 whose mission is to support and promote the collaborative development of open source geospatial technologies and data.

Whereas, ESA and OSGeo wish to outline a framework to materialise their understanding of the joint activities they plan to engage in to achieve the common goals of encouraging interoperability with open and community standards, fostering the use of open source geospatial software, championing community building, and celebrating excellence, openness and inclusivity.

In consideration of the benefits anticipated from entering into this MoI, the OSGeo and ESA (“Signatories”) envisage the following:

Work Program
Exhibit A describes the activities in which the Signatories could engage in (the “Activities”). The Signatories will work in good faith to try and achieve the Activities until such time as it is completed or this MoI earlier terminated, as provided in Section 5.

Liaison
Each Signatory will appoint and maintain a representative to act as liaison with the other Signatory, and each Signatory may deal exclusively with the liaison appointed by the other Signatory if it so chooses, except as otherwise provided in Exhibit A. The initial liaisons are listed in Exhibit B.

Intellectual property rights (IPR) and Confidentiality Policies

 * 1) While it is not the intention of the Signatories to jointly develop any IPR, in case this still occurs, any jointly developed IPR shall give rise to a separate agreement between the Signatories as to (i) the responsibilities, costs and actions to be taken to establish and maintain Intellectual Property Rights; and (ii) any other matter related to the exploitation of such a joint IPR.
 * 2) No licence rights are granted by either Signatory to the other solely by reason of entering into this MoI.
 * 3) Each Signatory will keep confidential all materials supplied to it by the other Signatory that have been designated in writing as being confidential, proprietary, or otherwise non-public, and will only use such materials for the sole purpose of implementing this MoI.

Communications
All communications sent by a Signatory under this MoI will be sent by email to the address of the other Signatory’s liaison, and will be deemed to be effective when sent. Each Signatory will inform the other Signatory of a current email address for its liaison at all times.

Costs
Each Signatory will pay its own costs and expenses with respect to its activities under this MoI, and no exchange of funds is envisaged under this MoI. Each Signatory is free to decide on and is responsible for all aspects of its own activities under this MoI.

Public Statements
Neither Signatory will make any public statements regarding the purpose of this MoI or the activities to be performed under it without the approval and consent of the other Signatory.

Use of Name and Emblem
None of the Signatories will use the other Signatory’s name or logo without the other Signatory’s prior written approval and subject to the terms of the owning Signatory’s trademark licence terms and usage guidelines.

Limits to Understanding

 * 1) This MoI does not constitute an agreement or commitment by either Signatory to enter into or provide support for any specific activity unless specifically agreed in writing by the Signatories.
 * 2) Nothing in this MoI shall be construed as creating a joint venture, an agency relationship, or a legal partnership between the Signatories. The Signatories will enjoy no exclusivity and, consequently, will both be in a position to enter into similar arrangements with other providers/organisations/entities.
 * 3) Nothing in this MoI is intended to be, or should be construed as, a waiver of the privileges and immunities of ESA or its staff members and where appropriate, experts and the representatives of their Member States, whose privileges and immunities are hereby specifically reserved.

Resolution of Disagreement
In case of a disagreement between the Signatories arising out of, or relating to, any collaborative activity undertaken pursuant to this MoI, the Signatories shall attempt to reach an amicable resolution in good faith. Any such disagreement may be referred to the ESA Director of Earth Observation Programmes and the OSGeo President for final determination.

Miscellaneous
This MoI:
 * 1) may only be amended in writing by mutual agreement of the authorised representatives of each Signatory;
 * 2) except as otherwise specified in Exhibit A, supersedes any and all other understanding between the Signatories, whether written or oral; and
 * 3) may not be assigned by either Signatory without the written permission of the other Signatory, except to a successor to its business or mission, as appropriate.

Term and Termination

 * 1) This MoI will become effective on the date of the last signature of the Signatories and will remain effective for a period of 5 years.
 * 2) The Signatories may extend the term of this Memorandum by mutual agreement expressed in writing.
 * 3) This Memorandum may be terminated at any time for any reason by either Signatory by giving the other Signatory three (3) months’ advance notice in writing.
 * 4) In case of expiration or termination, the Signatories will immediately cease implementation of the activities conducted pursuant to this Memorandum, save in the case where assets and resources of a Signatory have been made available to selected entity/entities and as specified in writing in the related separate instruments.

In witness of the above, the Signatories have caused this MoI to be executed by their duly authorised representatives.

EXHIBIT A : Description of Program
ESA and the OSGeo will address the following work objectives in accordance with provisions detailed in this MoI and based on the availability of resources. The European Space Agency (ESA) and specifically the Earth Observation (EO) Science for Society within the FutureEO programme is investing in a number of activities to support and establish Open Science practices. The rationale is to promote the sharing and dissemination of scientific knowledge and data, which can lead to a more collaborative and productive scientific community, public engagement, maximisation of return for investment, international collaboration, and innovation, ultimately leading to societal benefit. In this context, the current MoI represents a key strategic element to enforce open source practices and maximise outreach and community building for the open source components developed under the ESA EO Science for Society activities.

Under this goal the current MoI anticipates the following joint activities:


 * 1) Promote OSGeo Code of Conduct to the Open Source projects sponsored under the ESA EO Science for Society within the FutureEO programme.
 * 2) Support the OSGeo Incubation Programme by promoting it to ESA Open Source projects and by providing feedback on the existing workflow with the aim of defining an efficient programme that could provide projects with limited/short-term funding better chances to become self-sustained and community-supported.
 * 3) Liaison on the OSGeo Standards Committee and OGC for recommendations on interoperability and standardisation activities. Foster discussions on standardisation as applied to Open Source implementations that are of relevance and interest to ESA activities.
 * 4) Plan joint code sprints to promote ESA and non-ESA Open Source projects and community building.  Promote cross-pollination for ESA involvement in OSGeo code sprints as well as OSGeo participation in ESA code sprints/activities.
 * 5) Promote joint Open Source development across different organisations to increase the sustainability and maturity of the components development.
 * 6) Provide recommendations on existing non-ESA Open Source projects that can be used and extended to be part of ESA Open Source components development.

EXHIBIT B: Liaisons/ Representatives
The initial liaisons and their contact data is as follows: