📝 Fiscal Sponsorship Agreements [due Jan 17] #219

ebullient · 2024-12-17T01:54:55Z

This PR defines the agreements and terms for officially transitioning projects and assets to the Foundation.

The Fiscal Sponsorship Agreement is the formal legal contract between the Commonhaus Foundation (“Sponsor”) and a Project’s representatives (“Signatories”). It sets out the legal relationship, roles, and responsibilities for Projects under the Foundation’s fiscal sponsorship.
The Terms and Conditions for Fiscal Sponsorship provides detailed operational guidelines for sponsored Projects. These Terms clarify how Projects are supported, outline financial and administrative processes, and define responsibilities for both the Project and the Sponsor.
The Asset Transfer Agreement governs the transfer of assets (such as funds, trademarks, or other property) from the current owner (the “Assignor”) to the Sponsor as part of the fiscal sponsorship arrangement.

When we have approved these documents, each project will effectively be at the beginning of the On-boarding phase (as described in the Terms and Conditions).

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haus-rules-bot · 2024-12-17T02:09:11Z

🗳️7 of 15 members of @commonhaus/cf-egc have voted (reaction or review, quorum=2/3).

Reaction	Total	Team	Voting members
approve	3	3	criccomini, ebullient, kenfinnigan
ok	4	4	aalmiray, cowtowncoder, henri-tremblay, marc0der

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agreements/project-contribution/fiscal-sponsorship-agreement.md

agreements/project-contribution/README.md

agreements/project-contribution/asset-transfer-agreement.md

agreements/project-contribution/terms-and-conditions.md

criccomini

Overall, LGTM. I left a few random questions.

agreements/project-contribution/asset-transfer-agreement.md

criccomini · 2024-12-18T22:21:40Z

agreements/project-contribution/asset-transfer-agreement.md

+
+WHEREAS, [Assignor] a [state or country of formation and type of entity] with an office located at [address] ("Assignor"), adopted and used in its business the trademarks as shown on the attached Schedule of Trademarks ("Marks"), incorporated by reference herein; and
+
+WHEREAS, Commonhaus Foundation, Inc., a Florida not for profit corporation with an office located at 6526 Old Brick Road, #120-175, Windermere, FL 34786 ("Assignee"), is acquiring the entire business of Assignor, including said Marks and the applications therefor or registrations thereof;


is acquiring the entire business of Assignor

This sounds intense. Is this legalese for just the trademarks, or literally the whole business?

This exhibit was an example specifically for Registered Trademarks. But if it makes you squirmy, it is probably the right time to start working on that inventory, as I think that will help draw the right boundaries around "the business" that you're transferring to the foundation.

Gotcha. I'm not squirmy about handing over all TMs. And since we have flexibility in defining "the business", sounds good to me.

agreements/project-contribution/fiscal-sponsorship-agreement.md

criccomini · 2024-12-18T22:42:14Z

agreements/project-contribution/terms-and-conditions.md

+
+### Communication
+
+Regular communication with the Sponsor regarding project activities and financial needs is required.


What does this mean? Are we going to be required to write quarterly board reports 😭

I don't want to read quarterly board reports either. Are you participating in EGC discussions? Are you around on Discord where I can find you?

We should be working together to make sure domains are renewed and any other expenses get paid. What we don't want is ghosting.

How regular is regular? How formal (or not) does this need to be? I'd like us all to figure out what works.

Gotcha. In that case, I think this should be reworded to capture the sentiment of accessibility rather than the regularity of communication. Something like...

Project leaders must be easily reached and respond to communication from the Sponsor regarding project activities and financial needs.

Do we have to define "ghosting" in some way? What happens when project representatives can't/wont reply on time? We'd like to avoid a situation when CF must take action because the other side of the isle has been quiet for <insert a given period of time and/or attempts to communicate>.

Ghosting could be a symptom the project is in trouble. Ideally we'd react earlier to prevent/mitigate. But if it didn't happen for whatever reason, what happens next?

Do we spell these things out here?

cowtowncoder · 2024-12-19T02:14:41Z

agreements/project-contribution/asset-transfer-agreement.md

+
+## 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.


Does this mean literally all of below? And not possibly some subset? And this as part of completing on-boarding?

The list below is a checklist (where any given item is optional).

Figuring out what the assets are is part of on-boarding (discovery). We can work out what should be transferred to the foundation, and what shouldn't. But the footprint should be clear to all of us so there isn't confusion later.

(all of us: the council and signatories for Jackson, as an example. Not .. all of us == everybody)

Ok good. This makes sense -- inventory of things that a project has, that may (need to) be transferred.

Can you see the latest commit (marked with 🚧) to see if that heads in a better direction?

cowtowncoder · 2024-12-19T02:17:26Z

Ok one clarifying question: is the (full) Transfer of Assets meant to be part of on-boarding (actually joining) foundation, or is this more for possible case of current project owner(s) wanting to move on and hand over project to Foundation?

I assume former (given it is not intention of Foundation to manage projects itself)?

So far I have assumed that some aspects would remain for projects to manage.

I guess I am not quite clear on scope of these agreements.

ebullient · 2024-12-19T03:34:36Z

Ok one clarifying question: is the (full) Transfer of Assets meant to be part of on-boarding (actually joining) foundation, or is this more for possible case of current project owner(s) wanting to move on and hand over project to Foundation?

I assume former (given it is not intention of Foundation to manage projects itself)?

So far I have assumed that some aspects would remain for projects to manage.

I guess I am not quite clear on scope of these agreements.

Part of on-boarding is discovery and listing of assets. Some things must be transferred, some things could wait. We could decide that some things won't ever, and are better managed for all concerned using some other structure. In all cases, the project will continue to manage itself.

There is a level of transparency and partnership here to figure out what the right (and least disruptive) thing to do is.

marc0der · 2024-12-24T16:10:48Z

agreements/project-contribution/asset-transfer-agreement.md

+
+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:


For me, this reads: "the following are required, but there could be more."
Is my assumption correct?

See latest commit (marked with 🚧, I love force pushing, so I won't link directly), I'm hoping that will make the intent clearer.

kenfinnigan · 2025-01-11T00:56:32Z

I've taken a look at this again, looks good

Co-authored-by: Ken Finnigan <[email protected]>

criccomini · 2025-01-12T18:11:53Z

LGTM. Left a few notes and comments, but I'm comfortable.

ebullient requested review from a team as code owners December 17, 2024 01:54

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ebullient force-pushed the hosting branch 2 times, most recently from f65b508 to 552d3f7 Compare January 7, 2025 23:40

ebullient changed the title ~~📝 Fiscal Sponsorship Agreements~~ 📝 Fiscal Sponsorship Agreements [Due Jan 17] Jan 8, 2025

ebullient changed the title ~~📝 Fiscal Sponsorship Agreements [Due Jan 17]~~ 📝 Fiscal Sponsorship Agreements [due Jan 17] Jan 8, 2025

kenfinnigan approved these changes Jan 11, 2025

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ebullient and others added 9 commits January 10, 2025 21:40

📝 Fiscal Sponsorship Agreements

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Co-authored-by: Ken Finnigan <[email protected]>

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📝 Fiscal Sponsorship Agreements [due Jan 17] #219

📝 Fiscal Sponsorship Agreements [due Jan 17] #219

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		WHEREAS, [Assignor] a [state or country of formation and type of entity] with an office located at [address] ("Assignor"), adopted and used in its business the trademarks as shown on the attached Schedule of Trademarks ("Marks"), incorporated by reference herein; and

		WHEREAS, Commonhaus Foundation, Inc., a Florida not for profit corporation with an office located at 6526 Old Brick Road, #120-175, Windermere, FL 34786 ("Assignee"), is acquiring the entire business of Assignor, including said Marks and the applications therefor or registrations thereof;


		### Communication

		Regular communication with the Sponsor regarding project activities and financial needs is required.


		## 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.


		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:

📝 Fiscal Sponsorship Agreements [due Jan 17] #219

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📝 Fiscal Sponsorship Agreements [due Jan 17] #219

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