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Archiv/2011-09 Grant Agreement/Working Draft
Grant Agreement
This Grant Agreement (“Agreement”) is entered into this ___ day of __________ (“Effective Date”), by and between the Wikimedia Foundation, Inc. ("WMF"), a non-profit corporation organized under the laws of the State of Florida and having its principal place of business at 149 New Montgomery Street, 3rd Floor, San Francisco, California 94105, US, and Wikimedia Österreich - Gesellschaft zur Förderung freien Wissens ("Grantee"), a registered association under Austrian law having its seat at Glacisstraße 57/II, 8010 Graz, Austria (each individually a “Party” and collectively the “Parties”).
WHEREAS, WMF´s goal is to develop, maintain and distribute multilingual open content to the public free of charge by operating several online collaborative wiki projects including Wikimedia Commons, Wikispecies, Wikinews, Wikiversity, Wikimedia Incubator and Meta-Wiki and, in the light of the international scope of these projects, WMF is required to cooperate with nationally active associations (”Chapters”); and
WHEREAS, Grantee is an association independent from WMF, but sharing the same goals and, therefore, recognized as a Chapter by WMF; and WHEREAS, WMF and Grantee entered into an agreement dated July, 20, 2011 (“Chapter Fundraising Agreement”) to specify the separate responsibilities of WMF and Grantee in fundraising and to establish principles of a successful relationship, according to which, WMF shall direct local potential donors to Grantee 's fundraising website by using the IP address (and estimated geographic location) of visitors to Wikimedia sites and Grantee in return shall observe certain fundraising, donor privacy, and reporting practices, share revenues with WMF and support the global mission of Wikimedia, and
WHEREAS, the Parties intend to amend the mutual rights and obligations and, therefore, intend to replace the Chapter Fundraising Agreement,
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant & Limitations on Use
1.1
- WMF is pleased to provide the Grantee with this Grant (as defined below in Section 2.1) to further its work in support of the Wikimedia movement's vision of a "world in which every single human being can freely share in the sum of all knowledge."
1.2
- WMF hereby agrees to provide the Grant to support the general activities of the Grantee. The Grantee acknowledges and agrees that the Grantee may determine the best use of the Grant as long as such use aligns with the approved Grantee’s Program Plan, if such plan exists, and does not contravene any local laws regarding use of the grant funds. Grantee hereby agrees to comply to any US laws regarding use of the grant funds on a best effort basis provided that WMF notifies the Grantee about the relevant regulations accordingly in writing and, further, that these regulations do not cause a conflict with local laws. In the event of any discrepancy or contradiction between US laws and local laws, the local laws shall apply regarding the use of the grant funds by the Grantee.
1.3
- Notwithstanding Section 1.2, the Grantee may not use the Grant to build up Grantee’s reserve funds unless Grantee’s current reserves are less than six (6) months of Grantee’s average monthly operating expenditures in 2011, in which case Grantee may use up to fifteen percent (15%) of the Grant to build reserves.
1.4
- The Grantee shall not use any portion of the funds granted herein, or any income therefrom:
- a)
- To undertake any activity for any purpose other than a charitable, scientific, literary, education or other purpose specified in the Internal Revenue Code Section 170( c )(2)(B);
- b)
- To cause any private inurement or improper private benefit to occur, or to take any other action inconsistent with Section 501( c )(3) of the Internal Revenue Code;
- c)
- To make any substantial attempt to influence legislation or carry on any voter registration drive in any nation or other political unit;
- d)
- To influence in any nation or other political unit the outcome of any election for or against any candidate for public office;
- e)
- To intentionally violate any U.S. or local law, including but not limited to laws prohibiting the support of terrorism, including United States Executive Order 13224 of 23 September 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism .
1.5
- The Grantee agrees to comply with embargoes, and trade sanctions regulating international transactions (unless a court of competent jurisdiction has adjudged such prohibitions invalid) that the Grantee was notified of by WMF in writing.
2. Amount & Payment Schedule
2.1.
- “Grant” shall mean the amount stated in the Approval Notice, which shall be delivered to the Grantee upon approval of the Program Plan.
2.2.
- The Grant shall be awarded in local currency.
2.3.
- WMF shall be responsible for any costs (i.e. all applicable fees, duties, levies, charges and taxes of any kind) associated with the international wire transfer of the Grant.
2.4.
- Subject to the provisions of this Agreement, the Grant shall be transferred to Grantee no later than January 1, 2012, unless other arrangements are agreed upon by the Grantee and WMF.
2.5.
- Unless otherwise provided herein, the Grantee shall bear all expenses related to the Grant, once the Grantee has received the entire Grant. The Grantee agrees to pay any and all applicable fees, duties, levies, charges and taxes of any kind related to the Grant.
3. Prerequisites
Grantee acknowledges and agrees that disbursement of the Grant is conditional on Grantee’s completion of the requirements of this Section. Prior to disbursement of the Grant, the Grantee must:
3.1.
- Provide WMF with documentation of its status as a registered association.
3.2.
- Provide WMF with a written statement that the Grantee complies with Sect. 1.2. of this Agreement.
3.3.
- Ensure that Grantee is able to receive an international funds transfer from the WMF, e.g. by indicating a bank account at a bank in Austria.
3.4.
- Ensure that it has met all local requirements for being an organization in good standing with Grantee´s local authorities.
3.5.
- Have a signed chapter agreement with the Wikimedia Foundation and be in compliance with the chapter agreement.
3.6.
- Provide WMF with Grantee´s financial statements of the past year.
3.7.
- Complete and publish no later than October 1, 2011 on Grantee’s website and on Meta.Wikimedia.org a Program Plan for the Term of the Grant including, but not limited to, major planned programs, events, or other activities that will be supported by the Grant between January 1, 2012 and December 31, 2012. Each item in the Program Plan should include a brief description, a projected timeline, and an estimated budget. The Program Plan should be in the Grantee's primary language(s) and in English.
3.8.
- Receive written approval of the Grantee’s Program Plan from WMF. That decision on approval falls within the sole discretion of WMF. WMF will not unreasonably withhold approval of the program plan. Usually, WMF is expected to provide its decision on approval before November 1.
- If the Grantee should not receive a written approval of the Grantee´s Program Plan from WMF for reasons whatsoever until December, 15, 2011, the provisions regarding Revenue Sharing of the Chapter Fundraising Agreement shall be applicable until December, 31, 2012.
- In any case, the Grantee shall be entitled to receive sufficient funds in order to cover its expenses for the domain services, insurances, web-services, infrastructure as well as legal and tax services necessary in the light of the chapter agreement from WMF for the term of this Agreement.