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.