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ebullient committed Jan 2, 2025
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85 changes: 55 additions & 30 deletions agreements/project-contribution/asset-transfer-agreement.md
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All capitalized terms used in this Transfer Agreement not defined in it are as defined in the [Fiscal Sponsorship Agreement][fs-landing].

**Assets**: The intangible assets needed by Project for it to operate under the auspices of Sponsor without any disruption, alteration, or modification of the operations, processes, or activities.
The attached [schedules of assets](#schedules) are intended to provide a comprehensive list of all assets being transferred; however, the schedules are not binding and the parties retain the right to amend the schedules as necessary.
**Assets**: The intangible assets specified in this agreement that are needed by Project to operate under the auspices of Sponsor without any disruption, alteration, or modification of the operations, processes, or activities.
The attached [schedules of assets](#schedules) identify the assets being transferred under this agreement; however, the schedules are not binding and the parties retain the right to amend the schedules as necessary.

**Contributor License Agreements**: The written agreements pursuant to which the Assignor has received licenses from others that allow for the reproduction, modification or distribution of third party contributions made to the Software.

**Copyrights**: The copyrights owned by Assignor for the Software, including registrations, applications, renewals, and all related past and future infringement claims.

**Domain Names**: The internet domain names used by the Project.

**Hosting Accounts**: The accounts used by the Project for hosting of its software and related operations, such as web hosting accounts, version control repositories, document hosting platforms, build and testing servers, and cloud infrastructure.
**Hosting Accounts**: The accounts used by the Project for hosting of its software and related operations, such as web hosting accounts, document hosting platforms, build and testing servers, and cloud infrastructure.

**Social Media and Email Accounts**: The social media and email accounts used by the Project, excluding Hosting Accounts.

**Software**: The computer programs associated with the Project, and their documentation, over which the Assignor exercises control through hosting or acting as maintainer.

**Source Code Repositories**: The version control repositories used by the Project to maintain its software, documentation, and related artifacts, over which the Assignor exercises control through hosting or acting as maintainer.

**Trademarks**: The trademarks, service marks, logos, trade dress and trade names, registered or unregistered, used by the Project, including the associated goodwill and all past and future infringement claims related to them.

## Transfer of Assets

Assignor hereby transfers, and the Sponsor hereby acquires, all of the Assets and all rights in the Assets, including all intellectual property rights.

The Assets include, but are not limited to:

- [ ] Copyrights ([Schedule A](#schedule-a-registered-copyrights));
- [ ] Domain Names ([Schedule B](#schedule-b-domain-names));
- [ ] Hosting Accounts ([Schedule C](#schedule-c-hosting-accounts));
- [ ] Social Media and Email Accounts ([Schedule D](#schedule-d-social-media-and-email-accounts));
- [ ] Trademarks ([Schedule E](#schedule-e-trademarks));
- [ ] Contributor License Agreements; and/or
- [ ] Other – Describe
`_____________________________________________________________________________________________________________`.
Assignor hereby transfers, and the Sponsor hereby acquires, the Assets identified in the schedules below and all rights in those Assets, including all intellectual property rights.

Assignor shall provide all necessary credentials and assist as needed in the transfer of the Assets to the Sponsor.

After the transfer of Assets, the Sponsor will have administrative control of the Hosting Accounts and Social Media and Email Accounts, but the Signatories retain all access rights necessary to continue operating the Project.

Assignor shall provide electronic copies of all Contributor License Agreements.

Assignor agrees to execute any additional documents, such as Exhibit A, and perform any further acts that Sponsor may reasonably request to effectuate the purposes of this Transfer Agreement and to fully establish and secure Assignee's rights in the Assets.
Assignor agrees to execute any additional documents, such as Exhibit A for registered Trademarks, and perform any further acts that Sponsor may reasonably request to effectuate the purposes of this Transfer Agreement and to fully establish and secure Assignee's rights in the Assets.

Assignor hereby grants Sponsor a limited power of attorney, coupled with an interest, to sign, on Assignor's behalf, any additional documents that Assignor may need in order to record the assignment of the Assets with government offices.
Sponsor will only do so if Assignor does not sign the documents within a reasonable period of time after Sponsor's request.

### Applicable Asset Categories

This agreement covers the transfer of assets in the following categories. The specific assets being transferred are detailed in the corresponding schedules:

[Select all that apply and complete corresponding schedules]

- [ ] Source Code Repositories ([Schedule A](#schedule-a-source-code-repositories))
- [ ] Domain Names ([Schedule B](#schedule-b-domain-names));
- [ ] Hosting Accounts ([Schedule C](#schedule-c-hosting-accounts));
- [ ] Social Media and Email Accounts ([Schedule D](#schedule-d-social-media-and-email-accounts));
- [ ] Trademarks ([Schedule E](#schedule-e-trademarks));
- [ ] Copyrights ([Schedule F](#schedule-f-registered-copyrights));
- [ ] Other – Describe
`_____________________________________________________________________________________________________________`.

### Effective Date

This Transfer Agreement is effective on the Effective Date above.
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## Schedules

### SCHEDULE A: Registered Copyrights
### SCHEDULE A: Source code repositories

| Title | Country | Reg No |
| ----- | ------- | ------ |
| __ | __ | __ |
(List of individual repositories or organizations/groups of repositories)

- __

#### Contributor License Agreements

For repositories listed above:

1. **Existing Agreements**:
Assignor shall provide records of all existing Contributor License Agreements in an agreed-upon electronic format. This may include:
- Database exports
- Tool configuration files
- PDF or electronic copies
- Access to existing CLA management systems

2. **Management System**:
- Current CLA management approach: [Describe tool/system in use]
- Current administrator: [Entity/ID managing CLAs]
- Transition plan: [Steps to transfer administration to Sponsor]

3. **Future Agreements**:
After transfer, new CLAs will be managed under Sponsor's oversight using:
- Sponsor's designated management tools/systems, or
- Project-specific configuration approved by Sponsor

 

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#### Source code repositories

(List of individual repositories or organizations/groups of repositories)

- __

 

### SCHEDULE D: Social Media and Email Accounts

(List of project-specific social media and email accounts)
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### SCHEDULE F: Registered Copyrights

| Title | Country | Reg No |
| ----- | ------- | ------ |
| __ | __ | __ |

 

## Exhibits

### Exhibit A
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