MOU Template

OSGeo logo

This is a draft. OSGeo board approval is expected.

Baseline:

• We have a very broad vision (Empower everyone with open source geospatial) that allows OSGeo to collaborate with a wide range of organisations;
• MoU should be in aide of one or more Foundation Goals;
• MoU should not conflict with the Foundation Goals;
• In general, the partner has proposed a document structure they are comfortable with, however the template below offers a clearer understanding of what is expected from an MoU partner.
  

Memorandum of Understanding
between your organisation and the Open Source Geospatial Foundation

Memorandum of Understanding (“MoU”) dated DD MM YYYY 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 your organisation, (“acronym”) with its principal place of business at your organisation address:

Recitals

Whereas your organisation is what, founded when, dedicated to what.

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 your organisation and OSGeo, wish to outline a framework to materialise their understanding of the joint activities they plan to engage in to achieve the common goal(s) of [...].

In consideration of the benefits anticipated from entering into this MoU, the OSGeo and your organisation (“Parties”) agree as follows:

1. Work Programme. Exhibit A describes the work or activities in which the Parties agree to engage (the “Programme”). The Parties agree to work in good faith to carry out the Programme until such time as it is completed or this MoU earlier terminated, as provided in Section 5.

1. Representations and Warranties. Each Party represents and warrants to the other that (i) it has due authority to enter into and perform this MoU, (ii) its performance of this MoU will not conflict with any other agreement to which it is a party, and (iii) its performance of this MoU will not conflict with its intellectual property rights (“IPR”) policy, or with any other policy or obligation binding upon it that relates to IPR matters.

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

1. IPR and Confidentiality Policies. Unless otherwise specified in Exhibit A, (a) each Party agrees that when it is engaging in any activity hosted by the other Party, the policies of the other Party regarding IPR and confidentiality of that Party will be binding upon it, (b) in the event that the Parties engage in any activities jointly to create any work product, that work product shall be jointly owned, without obligation or accounting one to the other, and no licence rights are granted by either Party to the other solely by reason of entering into this MoU, and (c) each Party will treat all materials supplied to it by the other Party that have been designated in writing as being confidential, FOUO (For Official Use Only), or otherwise non-public, in a manner consistent with such designation.

1. Term and Termination.
   1. This MoU shall remain in force until terminated by either Party.
   2. This MoU may be terminated (i) at any time without cause by either Party giving not less than thirty days notice to the other Party of its desire to terminate, and (ii) on ten days notice without remedy, in the case of the breach of a material term by the Party receiving notice, providing that the Party giving notice provides sufficient detail in such notice of the nature of the breach to permit remedy (except that where the breach, by its nature, is not susceptible to remedy, termination shall be effective upon the giving of notice).
   3. All rights and obligations under this MoU will cease on termination, except for those referred to in Sections 2, 4, 6, 7, 8, and 9, each of which shall survive indefinitely.

1. Notices. All notices sent by a Party under this MoU shall be sent by email to the address of the other Party’s liaison, and shall be deemed to be effective when sent. Each Party shall inform the other Party of a current email address for its liaison at all times.
2. Costs. Each Party shall pay its own costs and expenses with respect to its activities under this MoU, and neither Party shall have the authority to act on behalf of or to obligate the other Party (financially or otherwise) without such Party’s prior written consent.
3. Public Statements. Neither Party will make any public statements regarding the purpose of this MoU or the activities to be performed under it without the approval and consent of the other Party.
4. Miscellaneous. This MoU (a) may only be amended in writing by authorised representatives of each Party; (b) except as otherwise specified in Exhibit A, supersedes any and all other understanding between the Parties, whether written or oral; and (c) may not be assigned by either Party without the written permission of the other Party, except to a successor to its business or mission, as appropriate.

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

Open Source Geospatial Foundation	!	Your Organisation
By <signature of representative>		By <signature of representative>
Name		Name
Title		Title

Exhibit A Description of Work Programme

Your organisation and the OSGeo agree to address the following work objectives in accordance with provisions detailed in this MoU and based on the availability of resources.

The MoU should cover commitment to any joint activities:

1. Ensure that MoU covers open source software (not only educational objectives for example);
2. Ensure that at least one activity is helping the partner contribute to open source (not only use of our projects but also contributing to);
3. Ensure that the workload to accomplish the results of the Work Programme in Exhibit A is reasonable, considering that OSGeo is a volunteer driven organisation. In cases where the MoU partner is a fully staffed operation, their share of the work should reflect that.

The relationship materialised in the MoU should support both use and participation. While promoting use of open source is valuable, a key goal of OSGeo is to also promote participation in open source activities:

1. Acknowledge and abide by the code of conduct of OSGeo as well as specific Codes of Conduct of related projects
2. Contribute to geospatial open source projects
3. Direct participation in the development and documentation of OSGeo projects
4. Positive and productive participation in the OSGeo community or project email lists and communication channels, in accordance to the OSGeo and projects’ Code of Conduct
5. Use of project community resources (issue tracker, discussion forums, chats, etc.) and public support channels
6. Establish explicit and active open source contribution policies for shared intellectual property (for example, several OSGeo projects require organisations to sign a contributor licence agreement on behalf of their researchers)

Exhibit B Liaisons/Representatives

Open Source Geospatial Foundation	!	Your Organisation
Name		Name
Title		Title
Contact credentials		Contact credentials