Check the google doc original file HERE
SERVICES AND SPONSORSHIP AGREEMENT
This Services and Sponsorship Agreement (this “Agreement”) is entered into as of the later of the two signature dates below (“Effective Date”) by OpenCollective, Inc. (“Open Collective”) and COMPANY NAME (“Sponsor”). Open Collective and Sponsor may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.” The Parties hereby agree as follows:
SERVICES. The Parties acknowledge that Sponsor desires to receive the services set forth in Exhibit A (the “Services”). The COLLECTIVE NAME, as further described on OPEN COLLECTIVE URL and including the organizers and participants of that collective, (collectively, “COLLECTIVE NAME”) will be solely responsible for providing the Services. Open Collective will have no obligation to perform any of the Services.
PAYMENTS. During the Term, Sponsor will pay Open Collective SPONSORSHIP AMOUNT (€/$XXX) each calendar month, to be used by Open Collective (less a standard 10% platform and fiscal sponsorship fee) solely to reimburse activities approved by the COLLECTIVE NAME administrators (core contributors) via Open Collective’s online platform at https://opencollective.com (“Platform”). Sponsor will make such payments in advance of the first day of each calendar month by mutually agreed upon payment method.
BRANDING. Sponsor hereby grants Open Collective and COLLECTIVE NAME a non-exclusive, royalty-free license to use, modify (as necessary for formatting purposes), and publicly display the logo provided by Sponsor (“Logo”) solely as permitted under this Agreement. Open Collective will publicly display the Logo via the Platform on the COLLECTIVE NAME collective page to promote Sponsor’s sponsorship of COLLECTIVE NAME. Sponsor represents and warrants that the Logo, and Open Collective’s and COLLECTIVE NAME’s use of the Logo in accordance with the terms of this Agreement, do not and will not (a) infringe the trademark, copyright or other intellectual property right of any third party, or (b) violate any applicable law. Open Collective reserves the right to remove the Logo from the Platform if it receives a claim, or if it reasonably suspects, that the Logo infringes the trademark, copyright or other intellectual property right of a third party or violates any applicable law.
Term. Unless earlier terminated in accordance with this Agreement, the term of this Agreement will commence on the Effective Date and will continue for 12 months (“Initial Term”). The term of this Agreement will automatically renew for successive 12 month periods upon the expiration of the Initial Term or any subsequent renewal term unless either Party provides 30 days’ written notice of non-renewal to the other Party prior to the expiration of the then-current term (each renewal term together with the Initial Term, the “Term”).
Mutual Termination for Material Breach. Either Party may immediately terminate the Agreement upon notice to the other Party if the other Party is in material breach of this Agreement and fails to cure that breach within 30 days after receiving written notice of the breach from the first Party.
Sponsor Termination Right. Sponsor may terminate this Agreement immediately upon notice to Open Collective if: (a) COLLECTIVE NAME does not provide substantially all of the Services requested by Sponsor in any calendar month, or (b) the COLLECTIVE NAME collective is terminated via the Platform and not reactivated within 30 days of such termination.
DISCLAIMERS. OPEN COLLECTIVE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICES OR COLLECTIVE NAME. OPEN COLLECTIVE DISCLAIMS ALL IMPLIED WARRANTIES RELATING TO THE SERVICES, COLLECTIVE NAME OR THE PLATFORM, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE.
RELEASE. Open Collective will have no responsibility or liability with respect to any Services or the acts or omissions of COLLECTIVE NAME, including any performance or non-performance of Services, nor for any communications, transactions, interactions, disputes, or any relationships whatsoever between Sponsor and COLLECTIVE NAME. Open Collective will not be responsible for verifying the accuracy or legitimacy of any reimbursement requests approved by the COLLECTIVE NAME administrators. Open Collective does not sponsor or endorse COLLECTIVE NAME, nor does Open Collective make any representations or warranties about the suitability, quality, accuracy, timing or legality of the Services. As between the Parties, Sponsor’s sole and exclusive remedy for any dispute or claim relating to the Services will be to terminate this Agreement in accordance with Section 4.4. Sponsor releases Open Collective from responsibility, liability, claims, demands or damages of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to the Services or acts or omissions of COLLECTIVE NAME. Sponsor expressly waives any rights it may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which it may know or suspect to exist at the time of agreeing to this release.
This Agreement does not create any agency, partnership, or joint venture between the Parties.
All notices required by this Agreement must be in English, in writing, and addressed to the contact information referenced in the signature block below. Notice can be by email and will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).
This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to any conflict of laws principles. Any legal action or proceeding must be brought in the federal or state courts located in Santa Clara County, California and the Parties consent to such jurisdiction and venue therein.
This Agreement constitutes the complete and exclusive understanding and agreement between the Parties regarding this subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to this subject matter.
This Agreement does not confer any benefits on any third party unless it expressly states that it does.
Any waiver, modification or amendment of any provision of this Agreement must be in writing and signed by authorized representatives of both Parties.
If any provision of this Agreement is found to be void or unenforceable, the remaining provisions will remain in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
SPONSOR OpenCollective, Inc.
Exhibit A – Services
Training. COLLECTIVE NAME will provide on-site training. Training will comprise of one full 8-hour day of training. The agenda and topics to be covered will be agreed between COLLECTIVE NAME’s core team and the Sponsor. The date for the training should be set up and agreed between the core team and the Sponsor at least 3 weeks before the date. Any travel and accommodation costs should be covered by the Sponsor.
Support. Upon request by Sponsor, COLLECTIVE NAME will provide up to XX hours of support each calendar month. Support will be remote with the option of a share screen or via COLLECTIVE NAME’s private slack, appointments for time slots should be setup and agreed up between COLLECTIVE NAME’s core team and Sponsor at least 2 weeks in advance before scheduled date.
Branding. COLLECTIVE NAME will display the Logo and on COLLECTIVE NAME’s associated Github project page as well as on COLLECTIVE NAME’s website.