FISCAL SPONSORSHIP AGREEMENT
This Agreement is made by and between Software Freedom Conservancy (“Conservancy”) and Elena
Zannoni, Ian Lance Taylor, Ian Kelling, Frank Ch. Eigler, Christopher Faylor, Jon Turney, Tom
Tromey, Mark J. Wielaard (the Signatories) on behalf of the project known as Sourceware (the“Project”) (each, a “Party”; together, “the Parties”). Conservancy is a New York nonprofit public benefit corporation located in Brooklyn, 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 apublic charity under IRC Sections 509(a)(1) and 170(b)(1)(A)(vi).
WHEREAS:
A. Conservancy's organizational mission and charitable goal is to promote, improve, develop anddefend Free, Libre, and Open Source Software projects.
B. The purpose of the Project is Free Software hosting of projects that produce, distribute, document, and improve software and/or documentation that can be freely copied, modified andredistributed, and for which modified versions can also be redistributed (“Free Software”), andto facilitate and organize its production, improvement and ease of use.
C. 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 Conservancy has
determined will further Conservancy's charitable goals. The Signatories desire to manage theProject under the sponsorship of Conservancy.
D. Conservancy's Board of Directors has approved the establishment of a fund to receive donationsof cash and other property earmarked for support of the Project and to make disbursements infurtherance of the Project's mission (the “Project Fund”). Currently, the principal office of the
Project is located at: REDACTED.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Term of Agreement. As of the Effective Date, the Project joins Conservancy, which relationship will continue unless and until terminated as set forth in § 10.
2. Project Management and Activities.
a. The Sourceware Project Leadership Committee Will Manage the Project. Authority to
manage the technical, artistic and philanthropic direction of the Project and the program
activities of the Project is delegated to the Sourceware Project Leadership Committee(“Committee”) as defined in § 8, subject at all times to the direction and control of Conservancy's Board of Directors. Conservancy will only intervene in the program activities to theextent the Project is not maintaining the original technical, artistic and philanthropic direction of the Project or the Project is not in compliance with § 2(b) or § 7 of this Agreement.
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b. The Project Will Host Free Software. Conservancy and the Committee agree that any andall software and/or documentation distributed through the Project will be distributed solely
as Free Software. Conservancy retains the sole right to determine whether the Project's
hosted software and/or documentation constitutes Free Software. Additionally, any programthat users of the Project interact with via a user interface will be published as free software.
c.
d. Ultimate Responsibility of Project. Subject to § 2(a) of this Agreement, all community
programs, public information work, fundraising events, processing and acknowledgment ofcash and non-cash revenue items, accounts payable and receivable, negotiation of leases andcontracts, disbursement of Project funds (including grants), and other activities planned by
the Project shall be the ultimate responsibility of Conservancy and shall be conducted in thename of Conservancy, beginning on the Effective Date. For the avoidance of doubt, any
and all goodwill generated by the Project’s activities and software and associated with the
Project’s trademarks shall inure to the benefit of Conservancy.
e. Project Not An Agent Of Conservancy. The Signatories hereby acknowledge that the
Project and the Committee are not authorized to, shall not, and shall not appear to act as anagent for Conservancy unless specifically authorized in writing by Conservancy to do so.
3. Assignment of Intangible Assets. The Project, and/or the Signatories on their own or on behalfof the Project, have adopted, own and are using, or intend to use, the trademarks and related
intangible assets identified on Schedule A (“Intangible Assets”).
The Signatories hereby assign and Conservancy hereby receives all of the Project’s and the Signatories’ rights, title and interest of every kind in the Intangible Assets, including as a title,
name, designation, trade name, service mark or trademark, together with the goodwill of thebusiness symbolized thereby and all applications and registrations pertaining thereto, andincluding the right to sue for current and past infringements.
The Signatories confirm that they own the Intangible Assets and have the right to assign them toConservancy, or that they have the power to require that the current owner assign the Intangible
Assets to Conservancy. The Signatories state that they are not aware of any other person orentity not disclosed who might claim to own the Intangible Assets.
The Signatories will execute and furnish Conservancy all other documents and perform all additional acts that may be necessary for the valid and lawful assignment of the Intangible Assets,
for Conservancy to exercise control over them, and for Conservancy (at its option) to registerthem with and to record the assignment thereof with the U.S. Patent and Trademark Office andforeign trademark offices.
Upon assignment and thereafter, the Signatories will use the Intangible Assets only on the sameterms and conditions as may be offered to any member of the public. The Signatories will not
adopt or use any name, designation, trade name, service mark, trademark, domain name, or
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social media handle that is confusingly similar to those that have been assigned or that may tend
to dilute their distinctiveness.
Additionally, the signatories grant to Conservancy a license to use the Sourceware.org trademark for the purpose of supporting, promoting and defending the Project.
4. Contracts. Schedule B contains a complete list of all contracts, other than website Terms of
Use or Terms of Service, “click through” agreements on websites, and Free Software licenses,
to which the Project, or a Signatory on behalf of the Project, is bound (“Contracts”). The Signatories will provide a copy of written Contracts, and a written recitation of the terms of oral Contracts, on request. The Project and Signatories are not aware of any material breach, nor havethey received notice that they have materially breached, any Contract.
5. Fees. The Signatories agree that the Project shall donate ten percent (10%) of the Project's grossrevenue (including, but not necessarily limited to, all income and donations) to Conservancy for
its general operations.
Notwithstanding the above, the Signatories agree that should Conservancy be required to pay
any taxes (including but not limited to sales taxes and unrelated business taxable income) as theresult of any activity of the Project and/or activities undertaken by Conservancy on the Project's
behalf, such taxes shall be deducted from the Project Fund.
Conservancy will monitor any unrelated business taxable income and may require that the
Project cease activities generating such income if the overall amounts exceed amounts permissible or prudent for Conservancy, given Conservancy's tax exempt status.
6. Project Fund/Variance Power. Beginning on the Effective Date, Conservancy shall place all
gifts, grants, contributions and other revenues received by Conservancy and identified with the
Project into a Project Fund to be used for the sole benefit of the Project's mission as that mis sion may be defined by the Committee from time to time with the approval of Conservancy.
Conservancy retains the unilateral right to spend such funds so as to accomplish the purposes of
the Project as nearly as possible within Conservancy’s sole judgment. Conservancy agrees tomake a good faith effort to consider any expressed donor intent in making determinations on
the expenditure of that donor’s gift; however, the Parties acknowledge that expressions of donor
intent are not legally binding on Conservancy.
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 Conservancy, for both tax purposes and for purposesof Conservancy’s financial statements. It is the intent of the Parties that this Agreement beinterpreted to provide Conservancy with variance powers necessary to enable Conservancy totreat the Project Fund as Conservancy's asset in accordance with Financial Accounting Statement No. 136 issued by the Financial Accounting Standards Board, while this Agreement is ineffect.
7. Project Fund Management / Performance of Charitable Purposes. All of the assets received
by Conservancy under the terms of this Agreement shall be devoted to the purposes of thep. 3 of 9

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Project, within the tax-exempt purposes of Conservancy. The Signatories agree not to use its
funds or operate in any way which would jeopardize the tax-exempt status of Conservancy. No
item of revenue shall be earmarked for use in any attempt to influence legislation within themeaning of IRC Section 501(c)(3) and no agreement, oral or written, to that effect shall bemade between Conservancy and any revenue source. 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).
8. Representation of the Project in Conservancy. The Signatories, each a signatory hereto,
hereby establish and comprise the initial members of the Committee to represent the Project in
its official communication with Conservancy. The Signatories hereby acknowledge that theCommittee will be subject to all terms of this Agreement. On the Effective Date, the Signatories
hereby transfer all rights, obligations and privileges of this Agreement over to the Committee.
Existing Committee Members (“Members”) can be removed from and new Members can be
added to the Committee by simple majority vote of the existing Committee; however, four (4)(the “Minimum”) shall be the mandatory minimum number of Members.
For purposes of this Agreement, a Member is “Financially-Related” to an Entity if the Member
owns greater than a 10 percent (10%) equity stake in the Entity, or if the Member is employed,compensated, or funded by such Entity for more than thirty-two (32) hours of work per week
for a continuous period of more than sixty (60) days. No more than two (2) Members may be
Financially-Related to the same Entity.
Should three (3) or more Members be Financially-Related to the same Entity at any time (e.g.,
if an existing Member changes employers while a Member), Members Financially-Related tothe same Entity must immediately resign in succession until only two (2) of them remain on theCommittee. Should voluntarily resignations fail to yield the aforementioned result after sixty(60) days, the Members Financially-Related to the same Entity shall be removed by Conservancy from the Committee in order of decreasing seniority. Seniority shall be determined bylength of service by the Member on the Committee, including all historical periods of non-contiguous service.
All decisions of the Committee shall be made by simple majority. Should a vote by the Committee result in a tie where the vote is split evenly between Members that are FinanciallyRelated and those who are not, the Committee shall vote again on the issue within seven days.
If the vote remains a tie after this second vote, the Committee shall refer the issue to Conservancy, which shall be empowered to break the tie. When breaking a tie in cases where a vote
had more than two choices, Conservancy shall choose only among those choices that received
the most votes.
The Committee shall appoint, by majority vote, one Member as its Representative to communicate all Project decisions to Conservancy. The Representative shall promptly inform Conservancy of changes in the Committee composition and of contact information for all Members. If
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Conservancy is unable, after all reasonable efforts, to contact a majority of the Members for aperiod of sixty (60) days, or if the number of Members is fewer than the Minimum for a periodof at least sixty days, Conservancy may, after at least thirty days notice to Project, unilaterally
appoint new Members from the Project community to replace any unreachable Members and/or
to increase the Committee composition to the required Minimum.
9. Outstanding Liabilities. The Signatories represent that any liabilities that may be outstandingin connection with the Project have been disclosed to Conservancy.
10. Termination. The Committee or Conservancy may terminate this Agreement at any time subject to the following understandings:
a. Notice and Successor Search. Either Conservancy or the Committee may terminate thisAgreement on sixty (60) days' written notice (“the Notice Period”) to the other Party, solong as a successor can be found that meets the following requirements (a “Successor” thathas “Qualified”):
i. the Successor is another nonprofit corporation which is tax-exempt 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 has (a) communicated its willingness to sponsor the Project in writing toConservancy and (b) sent a copy of its 501(c)(3) determination letter to Conservancy,and,v. the Successor is approved in writing by both Parties by the end of the Notice 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 Committee shall have an additional 60 days to find a Successor willing and able
to sponsor the Project. Any subsequent search periods of any length shall only be granted at
Conservancy's written permission.
c. Transfer to a Successor. If a Successor has Qualified, the balance of assets in the Project
Fund, together with any other assets held or liabilities incurred by Conservancy in connection with the Project, shall be transferred to the Successor within thirty (30) days of theapproval of the Successor in writing by both Parties or any extension thereof, subject to theapproval of any third parties that may be required.
d. Termination Without a Successor. If no Successor is found, Conservancy may dispose of
Project assets and liabilities in any manner consistent with applicable tax and charitable
trust laws.
e. Signatories’ Right to Terminate. The Signatories hereby acknowledge that they will relinquish any rights to terminate separate from the Committee as of the Effective Date.

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11. 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 andunderstandings, both written and oral, among the Parties with respect to the subject matterhereof.
12. Amendments. This Agreement may not be amended or modified, except in writing and signedby both Conservancy and the entirety of Committee.
13. Counterparts / Facsimile. This Agreement may be executed in two or more counterparts, eachof 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 beensigned by each Party hereto and delivered to the other Party. A signed copy of this Fiscal Sponsorship Agreement delivered by facsimile, e-mail, or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Fiscal Sponsorship Agreement.
IN WITNESS WHEREOF, the Parties have executed this Fiscal Sponsorship Agreement effective on the10th day of May, 2023 (the “Effective Date”).

By:__________________________________SOFTWARE FREEDOM CONSERVANCY, INC.

Date: __________________

Karen M. Sandler
Title: Executive Director

By:__________________________________FRANK CH. EIGLER

Date: __________________

By:__________________________________
Christopher Faylor

Date: __________________

By:__________________________________IAN KELLING

Date: __________________

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By:__________________________________
IAN LANCE TAYLOR

Date: __________________

By:__________________________________TOM TROMEY

Date: __________________

By:__________________________________JON TURNEY

Date: __________________

By:__________________________________MARK J. WIELAARD

Date: __________________

By:__________________________________ELENA ZANNONI

Date: __________________

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Schedule A
Unregistered Trademarks
Mark

Goods and Services

Sourceware

hosting for free and open source software
projects

Registered Trademarks
Mark

Name of Owner

Country

Application
NumberRegistration
NumberN/A

Other Intangible Assets
Domain Names

N/A

Email Accounts

N/A

Social Media Accounts

N/A

Website Hosting
Accounts

N/A

Code Repository
Accounts

N/A

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Schedule B
Contracts
Name of Agreement

Counterparty

Effective Date of Agreement

N/A

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