OSI AFFILIATE AGREEMENT

Introduction

The Open Source Initiative (OSI) was chartered in the late 1990s to advance the ideals of open source development and raise awareness and adoption of open source software. Today, the OSI continues to promote and protect open source. As the steward of the Open Source Definition (OSD), by approval of licenses as "OSI-certified", and by establishing such approval as the standard for open source software development and distribution, the OSI has become a cornerstone of software freedom.

The OSI began transitioning to a membership-based governance model in 2012. Membership classes include categories of Affiliate organizations (projects and development communities; advocacy, facilitation and user groups; and public and educational institutions), as well as Individual contributors. OSI also accepts sponsorships from for-profit corporations.

OSI governance is representative of the people and projects directly involved in OSI's mission and operations with interests in licensing, education and public advocacy. Our governance model and decision-making is balanced and inclusive and beyond the control of any single interest group, ensuring a stable home for the OSD and the promotion of open source.

OSI Affiliate Member Program & Participation

The Affiliate Member Program allows any non-profit community, organization or institution—unequivocally independent groups with a clear commitment to open source—to join the OSI in support of our mission to educate about and advocate for the benefits of open source and to build bridges among different constituencies in the open source community.

Participation is invited from technical and non-technical groups across industries, communities, and interests, such as information technology, education, government, manufacturing, healthcare, software development, project management, finance and fiscal management, and public administration.

The Affiliate Member Program was developed to extend the reach of both the OSI and each participating member through community, collaboration and co-creation. The program provides a platform to identify, communicate and address issues important to furthering open source awareness and adoption, whether those initiatives are begun by the Affiliate, the OSI, or both. While no Affiliate Member is expected to participate in—or even agree with—all the activities undertaken by the OSI or other Affiliate Members, each Affiliate Member commits to upholding the mission, values and objectives of the Open Source Initiative and the Open Source Definition.

OSI Affiliate Members are asked to appoint an individual to represent the Affiliate organization in connection with the OSI. The Affiliate representative serves as the liaison between the OSI and the broader Affiliate Member community and shares information and opportunities between the representative's organization, the OSI and other Affiliate Members.

In addition, through the Affiliate's appointed representative, each Affiliate Member may nominate and vote for the five Affiliate Member seats on the OSI Board of Directors. The OSI Board is composed of 11 Directors, five representing the Affiliate Membership, five representing the Individual Membership, and the OSI General Manager who serves as an ex officio member.

Agreement

As a nominated Affiliate Member, this document will serve as the Agreement between OSI and your community until such time as the OSI Bylaws may be changed.

OSI Affiliate Member responsibilities are as follows.

1. Continue to express public support for open source.
2. Do not attempt to limit the free use and distribution of software distributed under a license approved by OSI, and the ability of all people and organizations to exercise their full rights expressed under such license.   This specifically excludes trademark distribution requirements.
3. Provide an administrative contact with authority to manage the OSI and Affiliate Member agreement.
4. Agree to appoint a delegate to act on behalf of the Affiliate Member in OSI business, subject to the reasonable approval of OSI and give direction to that delegate. While delegates will be welcome to also participate in working groups, the OSI anticipates this delegate role involving a minimal time commitment.
5. While the OSI recognizes that Affiliate Members are obligated to act in best interests of their organization and also that the Affiliate Member is a non-profit or not-for-profit, the Affiliate Member and delegate agrees to serve the interests of OSI to the extent doing so is consistent with such interests and obligations.
6. Delegates must respond in timely fashion to OSI actions and requests.
7. Not to abuse the status of an Affiliate Member. For example, Affiliate Members cannot claim that a position is approved by OSI without OSI’s approval, or use Affiliate Member status to coerce or restrict. OSI understands that Affiliate Members may disagree with some OSI actions or statements, but may not do so in a manner which demeans open source as defined by the OSD, OSI, or other Affiliate Members.
8. When possible, to make annual and/or project specific contributions towards the running of OSI or special interest projects.

The responsibilities of the OSI is as follows:

1. The OSI may use the Affiliate Member's name on its website and another announcements relating to Affiliate Members and membership.
2. The OSI will inform all Affiliate Members, through their delegate, of any actions or potential actions relating to governance or public policy statements in order to gain approval of the Affiliate Member. The OSI will attempt to provide forty eight hours advance notice, but may not be able to do so in some cases. In such cases, The OSI must make it clear that it speaks on its own, without the support or concurrence of the Affiliate Member(s). Additionally, The OSI will not prevent an Affiliate Member from making a statement which clarifies their position, even if it is completely counter to The OSI's.
3. The OSI will not use the Affiliate Member’s (or delegate's) name in association with any public or private policy statement without consent, or otherwise abuse your status as an Affiliate Member.
4. The OSI will provide full accounting information to all Affiliate Members, regardless of their contribution status or level.
5. The OSI reserves the right to request the appointment of a new delegate through the administrative manager. If The OSI and the Affiliate Member are not able to agree on a new delegate, either party may terminate this Agreement.

Both OSI and the Affiliate can terminate this agreement at any time, and for any reason, upon written and verified notice.

Term.  This Agreement will continue until terminated by notice from either party. If one party believes that the other party has breached the Agreement, the non breaching party shall give the breaching party thirty (30) days prior written notice. If the breaching party cures the breach during such period, the Agreement shall continue. If the breaching party does not cure the breach within such period, the Agreement will automatically terminate. In addition, either party may terminate this Agreement, without cause, upon sixty (60) days prior written notice.

GENERAL.  Affiliate and OSI are independent and neither party is the legal representative, agent, joint venturer, partner, or employee of the other party for any purpose whatsoever.  Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty, whether express or implied, on behalf of or to bind the other party in any respect.  No party shall assign this Agreement without the consent of the other party. All notices required to be given hereunder shall be by email via an address agreed upon by the parties.  No failure or delay by either party in exercising any rights, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy.  If any provision of this Agreement shall be held to be invalid, the remaining provisions shall remain in full force and effect.  No waiver, amendment or modification of any provision of this Agreement shall be effective unless consented to by both parties in writing. This Agreement shall be governed by and construed under the laws of the State of California without regard to conflict or choice of laws principles.  The parties hereby submit to the jurisdiction of the state and federal courts located in Santa Clara, California.  This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes any and all other agreements, written or oral, that the parties heretofore may have had with respect to the subject matter herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by the authorized representatives.