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% Fiscal Sponsorship Agreement
% Parabola GNU/Linux-libre and Ceata Foundation
% July, 2015
This Agreement is made by and between:
1. Fundația Ceata ("Ceata") represented by President Tiberiu-Constantin
Turbureanu, and
2. Nicolás Reynolds on behalf of the project known as Parabola
GNU/Linux-libre ("Parabola")
each, a "Party"; together, "the Parties". Ceata is a foundation
(nonprofit organization) incorporated in Bucharest, Romania, and
exempted from income tax under Romanian law 246/2005.
Whereas:
a) Ceata's organizational mission is to liberate users from restrictions
in art and technology, with Free Software and Free Culture. "Free
Software" is software its users are free to use, redistribute, modify
and distribute modified versions. Similarly, "Free Culture" is any
cultural work the public is free to use, redistribute, modify and
distribute modified versions.
b) Parabola's purpose is to develop and maintain a bleeding-edge 100%
Free Software and Free Culture distribution of the GNU operating system.
Parabola is recognized by the Free Software Foundation as a system
distribution that respects the Free System Distribution Guidelines and
is thus a 100% Free System Distribution.
c) Ceata desires to act as the fiscal sponsor of Parabola beginning on
the Effective Date (as defined below) to assist Parabola in
accomplishing its purpose, which Ceata has determined is fully aligned
with Ceata's mission.
d) Ceata's Council has approved the establishment of a fund ("Parabola
Fund") to receive donations of cash and other property earmarked for
support of Parabola and to make disbursements in furtherance of
Parabola.
Now, therefore, the Parties hereby agree as follows:
1. **Term of Agreement.** As of the Effective Date, Parabola benefits
from the fiscal sponsorship of Ceata for a term of 1 year, unless and
until terminated as set forth in **§ 7**. The term can be extended
definitely or indefinitely by an amendment to this Agreement, signed
by the Parties at least 60 days prior to the expiration of the 1-year
term.
2. **Parabola's Activities and Communication of All Donation-related
Decisions.**
a) **Nicolás Reynolds is Parabola's Delegate** (the "Delegate") to
communicate any and all donation-related (including but not limited
to expenditure) decisions to Ceata's Council. Ceata will only object
to the decisions to the extent Parabola is not in compliance with §
2(b) or § 5 of this Agreement, or when the Delegate's communication
isn't in conjuction with a Parabola document or resource at
parabola.nu website.
b) **Parabola stays Free Software and Free Culture.** Ceata and
Parabola's Delegate agree that any and all software and/or
documentation/cultural works distributed by Parabola will be
distributed solely as Free Software and Free Culture, respectively.
Acceptable exceptions to Free Culture works are non-modifiable
license texts and works under the GNU Free Documentation License with
invariant sections, as well as works of opinion. Ceata retains the
sole right to determine whether Parabola's software and/or
documentation/cultural works constitute Free Software and Free
Culture, respectively (as defined herein).
c) **Ultimate Responsibility of the Parties.** Subject to **§ 2(a)**
of this Agreement, any and all donation-related information,
processing and acknowledgement of cash and non-cash revenue items,
accounts payable and receivable, negotiation of leases and contracts
and disbursement of Parabola funds (including grants) shall be the
ultimate responsibility of Ceata and shall be conducted in the name
of Ceata, beginning of the Effective Date.
d) **Parabola Not An Agent of Ceata.** The Parties acknowledge that
Parabola and its Delegate do not and shall not act as an agent for
Ceata unless specifically authorized in writing by Ceata to do so.
3. **Fees.**
a) Ceata's Council has agreed the fiscal sponsorship offered Parabola
does Not oblige Parabola to donate to Ceata a percentage of
Parabola's gross revenue, for Ceata's operational costs.
b) Notwithstanding the above, the Parties agree that should Ceata be
required to pay any taxes (including but not limited to sales taxes
and unrelated business taxable income) as the result of any activity
of Parabola and/or activities undertaken by Ceata on Parabola's
behalf, such taxes shall be deducted from the Parabola Fund. Such
deductions from the Parabola Fund will be made by Ceata within
fifteen (15) days of said activities and the Delegate will be
notified when the taxes are payed.
c) Ceata will monitor any unrelated business taxable income and may
require Parabola to cease activities generating such income if the
overall amounts exceed amounts permissible or prudent for Ceata,
given Ceata's tax exempt status.
4. **Parabola Fund/Variance Power.** Beginning on the Effective Date,
Ceata shall place all gifts, grants, contributions and other revenues
received by Ceata and identified with Parabola into a Parabola Fund
to be used as communicated by Parabola's Delegate to accomplish
Parabola’s purpose (as defined herein). Ceata retains the right to
refuse donation-related (including but not limited to expenditure)
decisions to the extent Parabola is not in compliance with §2(b) or
§5 of this Agreement. The Parties agree that all money, and the fair
market value of all property, deposited in the Parabola Fund be
reported as the income of Ceata, for both tax purposes and for
purposes of Ceata’s financial statements. It is the intent of the
Parties that this Agreement be interpreted to provide Ceata with
variance powers necessary to enable Ceata to treat the Parabola Fund
as Ceata’s asset while this Agreement is in effect.
5. **Parabola Fund Management / Performance of Tax-exempt Purposes.**
All of the assets received by Ceata under the terms of this Agreement
shall be devoted to the purpose of Parabola, within the tax-exempt
purposes of Ceata. The Parties agree not to use its funds or operate
in any way which would jeopardize the tax-exempt status of Ceata.
6. **Outstanding Liabilities.** The signatories represent that any
liabilities that may be outstanding in connection with Parabola have
been disclosed to Ceata.
7. **Termination.** Parabola's Delegate or Ceata may terminate this
Agreement at any time before its term ends subject to the
understandings below.
a) **Notice and Fiscal Sponsor Successor Search.** Either Parabola's
Delegate or Ceata may terminate this Agreement on sixty (60) days
written notice ("the Notice Period") to the other Party, so long as a
Successor can be found that meets the following requirements (the
"Successor has Qualified"):
1. The Fiscal Sponsor Successor is another nonprofit organization
which is tax-exempt,
2. the Fiscal Sponsor Successor is willing and able to sponsor
Parabola,
3. the Fiscal Sponsor Successor has **(a)** communicated its
willingness to sponsor Parabola in writing to Ceata and **(b)**
sent a copy of its incorporation documents to Ceata, and,
4. the Fiscal Sponsor Successor is approved in writing by both
Parties by the end of the Notice Period, such approval not to be
unreasonably withheld.
b) **Transfer to a Fiscal Sponsor Successor.** If a Fiscal Sponsor
Successor has Qualified, the balance of assets in Parabola Fund,
together with any other assets held or liabilities incurred by Ceata
in connection with Parabola, shall be transferred to the Fiscal
Sponsor Successor within thirty (30) days of the approval of the
Fiscal Sponsor Successor in writing by both Parties or any extension
thereof, subject to the approval of any third parties that may be
required.
c) **Termination Without a Fiscal Sponsor Successor.** If no Fiscal
Sponsor Successor is found, the Parabola Fund will remain inactive
for any motive other than transference to a Fiscal Sponsor Successor.
Neither Ceata nor Parabola's Delegate will be able to utilize its
funds until a Successor is available under the conditions set by
**§7(a)** and transferred to the Qualified Successor according to
**§7(b)**.
8. **Parabola Delegate Succession.** In the case of the Delegate's
inability to comply with **§2(a)** or **§7** of this Agreement, this
Agreement will be immediately terminated without preclusion of a new
Agreement between Ceata and a Parabola's Delegate. If no Parabola
Delegate Succession is possible within the same time period specified
by **§7(a)**, the Parabola Fund will be handled as per **§7(c)**.
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 Romania. 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.
10. **Amendments.** This Agreement may not be amended or modified,
except in writing and signed by both Ceata and Parabola's Delegate.
11. **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.
In witness whereof, the Parties have executed this Fiscal Sponsorship
Agreement effective on the 15 day of July, 2015 (the "Effective Date").
----------------------------- ----------------
By: By:
Date: Date:
Fundația Ceata Nicolás Reynolds
Tiberiu-Constantin Turbureanu
Title: President
----------------------------- ----------------
|
