2012-13 Fundraising Agreement (FR)

The 2012-13 Chapter Fundraising Agreement covers chapter fundraising from July 1, 2012, to June 30, 2013.

This agreement defines the scope of the fundraising partnership between the Wikimedia Foundation (hereafter "WMF") and Wikimédia France, 26-28 rue de Londres, 75009 Paris (hereafter "Chapter"). WMF agrees to direct local potential donors to Chapter's fundraising website by using the IP address (and estimated geographic location) of visitors to Wikimedia sites during a time period to be agreed upon by the parties. The Chapter in return agrees to observe certain fundraising, donor privacy, and compliance and reporting practices, and to seriously consider financially supporting the global mission of Wikimedia through the sharing revenues consistent with the determination and approval of the WMF Board of Trustees.

Background and Introduction

The Wikimedia Foundation is the U.S.-based 501(c)(3) non-profit organization that operates and manages the Wikimedia projects: Wikipedia, Wiktionary, Wikibooks, Wikisource, Wikinews, Wikiquote, Wikiversity, Wikispecies, Wikimedia Commons and MediaWiki. The best known of these projects is Wikipedia.

Wikipedia is a freely editable multilingual online encyclopedia, whose content is provided under a free licence. As of mid 2012, it is the 6th most visited website in the world, used by over 30% of the worldwide population.
The French version of Wikipedia (http://fr.wikipedia.org) contains over 1,250,000 articles (this is the third most developed language after English and German). The French version is primarily used from France, but from other countries as well: 72% of viewed pages are from visitors from France; 6.7% from Canada; 5.6% from Belgium; 3% from Switzerland; 1,8% from Morocco; and, 1.7% from Algeria.

During April 2012, Wikipedia was visited by approximately 20 million French citizens (Wikipedia is the 7th most visited website for French people and the number 1 non-commercial website visited). Source: p.3 [1]). On a daily basis, Wikipedia participates in the dissemination of French culture. Beside the actual articles on Wikipedia that are in the French language, over one million articles about French related topics exist in other linguistic versions of Wikipedia (such as biographies of French citizens, articles about French cities, French companies, events, dishes, etc.).

Wikipedia's 22 million articles have been written collaboratively by volunteers around the world. Accordingly, contributors to the French language version of Wikipedia come from all over the world, though a majority come from France. Contributors to the French language version of Wikipedia are located in the following countries: 79% in France; 6% in Belgium; 5% in Canada; 2.5% in Switzerland; and 1% in the United States of America.

Finally, Wikipedia further participates in the dissemination of the other various languages of France. Specifically, there are versions of Wikipedia in "Catalan", "Basque", "Breton", "Occitan", "Alsacien", "Corse", "Francoprovençal", "Tahitien", "Wallon", "Picard", "Normand", and in "Flamand Occidental".

Wikipedia is not a stand-alone project. The Wikimedia Foundation provides several other collaborative projects collectively called "Wikimedia projects." Amongst those, the "wiktionnaire" (http://fr.wiktionary.org) provides a multilingual dictionary. Its French version contains over 2,176,000 definitions and, as of mid 2012, French is the second largest represented language after English. It also features versions in regional languages from France.

Yet another Wikimedia project hosted by Wikimedia Foundation is Wikimedia Commons. Wikimedia Commons is an online repository of free-use images, sounds and other media files for educational use. Files from Wikimedia Commons can be used across all Wikimedia projects in all languages, including Wikipedia, Wikibooks, Wikisource, and Wikinews, or downloaded for offsite use. Resources may be photographies, drawings, music, written or recorded texts, animations and videos, many of those are about French geography, architecture, arts and other aspects of French culture. For example, in April 2012, more than 120,000 pictures of French Historical Monuments are categorized in Wikimedia Commons [2].

Therefore, Wikipedia and the other Wikimedia projects are both, useful to French people to promote knowledge and to promote the French language, French scientific knowledge, and French culture all over the world. This is best demonstrated by the request from the Délégation générale à la langue française et aux langues de France in 2011 to Wikimedia France for its annual report. The Délégation asked for information on the French speaking communities on Wikipedia, observations on the French Wikipedia evolution compared to other languages, as well as analysis of the thematic cover of its content.

The Wikimedia Foundation is the technical host provider of all Wikimedia projects. This means that Wikimedia Foundation pays for the hosting environment (the servers), bandwidth (internet access to the data), as well as, the team in charge of maintenance and improvement of the infrastructure of the system. WMF also invests considerable staff time in the development of the MediaWiki software, which is the software supporting Wikipedia, other Wikimedia projects and thousand of other wiki-based websites. MediaWiki interface exists in 348 languages, including French.
WMF also provides financial support for many other widely used technical projects. For example, Kiwix is a project partly supported by WMF. Kiwix is an open source software created by a French speaking contributor. It provides an offline version of Wikipedia in several languages (including French). WMF also funds and employs developers who focus on providing mobile access to Wikipedia. This is particularly relevant in facilitating access to Wikipedia content by African people who may not otherwise have access to internet content. To that effect, WMF recently partnered with Orange for the distribution Wikipedia content at no cost to mobile customers in 20 African countries [3].

WMF bears all costs and expenses to maintain and develop the required and key technical infrastructure and administrative services necessary to operate and provide the Wikimedia projects to Internet users worldwide, including those from France.

Wikimedia France is a French non profit organization which aims to support the production and the dissemination of free knowledge, most notably through the support of the Wikimedia projects operated by the Wikimedia Foundation. Wikimedia France is an independent organization from the Wikimedia Foundation, however it is dependent upon the infrastructure and operation provided by WMF to fulfill its mission. Therefor, Wikimedia France relies upon the support of WMF.

To further these ends, WMF and Wikimedia France are entering into this contractual relationship. One of the key requirements of this agreement is that Wikimedia France contributes financially to the maintenance and development of Wikimedia projects, to allow Wikimedia France to fullfill its own mission.

This agreement is designed to specify the separate responsibilities of WMF and Wikimedia France in fundraising from the Wikimedia projects websites, and to establish principles of a successful relationship. A diversity of small donors is important for preserving the independence of the Wikimedia projects, and WMF is committed to pursuing a model of distributed fundraising with global, multilingual, and Chapter-supported outreach to donors.
This partnership is founded on shared principles of fundraising in the Wikimedia movement, including:

1. Providing clear information about whom donors are supporting and how donations are used.
2. Protecting the security and confidentiality of donor information and clearly communicating those practices to donors.
3. Accounting publicly for funds raised and the finances of the recipient organization.
4. Sending timely thank-you messages and receipts to donors where donors' data are available.
5. Maintaining appropriate and compliant organizational and technical infrastructure and policies (such as an active treasurer, secured databases, and effective payment systems).
6. Collaborating with an open community on messaging, testing, public outreach, etc., with the aim of running the most efficient possible fundraiser, while staying true to the spirit of the Wikimedia movement, to keep the site banner free for as much of the year as possible.

Our commitment to working together means sharing successes and failures. It also means working with the international Wikimedia movement on joint fundraising campaigns, irrespective of geography or chapter affiliation, including general communications to donors.

Definitions

1. "WMF" refers to the Wikimedia Foundation, Inc., based in San Francisco, California, USA.
2. "Chapter" refers to the Wikimedia France chapter that is a party in this agreement.
3. "The parties" refers to the signing Chapter and WMF.
4. "WMF fundraising landing page[s]" refers to the webpage[s] managed and hosted by WMF to solicit online donations.
5. "Chapter fundraising landing page[s]" refers to the webpage[s] managed and hosted by the Chapter to solicit online donations.
6. "Fundraising target" or "target" is the dollar target set by WMF and the anticipated timeline for the WMF global fundraising effort, the Chapter will also have anticipated target amount.
7. "Chapter's geography" refers to a geographic region associated with the Chapter.
8. "Primary language" refers to the language used for all official documents. (For WMF, the primary language is English.)
9. "Visitor" refers to a visitor to one of the Wikimedia sites.
10. "Banner" refers to banner notices that are put up across the Wikimedia sites during fundraising campaign, notably the annual campaign that runs for roughly two months and generates a majority of individual donations.
11. "Campaign" or "fundraising campaign" refers to the period of fundraising when fundraising appeal banners appear on Wikimedia sites.
12. "Weekly tests" refers to usually brief weekly tests to gather information for optimizing fundraising messages and technology.
13. "Funds Dissemination Committee" or "FDC" refers to the advisory committee referenced in the Board of Trustee's resolution entitled Funds Dissemination Committee dated March 31, 2012.
14. "Term" refers to the period of time from the Effective Date of this Agreement until one year thereafter and any Renewal Periods.
15. "Effective Date" refers to July 1, 2012.
16. "Renewal Period" refers to the renewal of the initial Term, not to exceed two additional years.

Fundraising process

1. The parties will jointly participate in weekly tests from the week of July 1st, as necessary, until the commencement of the fundraising campaign. This date may vary in Renewal Periods.
2. The parties will run banners and fundraising landing pages based upon highest potential revenue, fidelity to the Wikimedia brand and values, applicable legal and regulatory requirements, and other factors that might be mutually agreed upon. Data from test runs and live performance during a fundraising campaign should be used to guide and revise these decisions during the agreement period.
3. IP addresses will be used to determine whether the visitors are directed to the Chapter fundraising landing page and shown Chapter-specific banners. Visitors from an IP address within the Chapter's geography will be directed to the Chapter fundraising landing page.
4. Visitors whose IP addresses are not identified as within the Chapter's geography may be shown other banners and directed elsewhere regardless of the location of the visitor.
5. The parties will handle donations they receive through this process and acknowledge donors as described in this agreement.
6. The parties will continually share information, excluding personal information about actual donors, regarding the performance of their fundraising landing pages to enable analysis and improvement of the process.
7. WMF may make email appeals or offer a premium to donors in its databases. The Chapter may opt-out of these offers for the Territory. If the Chapter opts-out, WMF will make efforts to exclude donors from that geography within reasonable technical and operational limits.

Obligations

Mutual obligations

During the Term, the parties agree to:

1. Comply with the fundraising processes and principles outlined above and the terms set forth herein and sign this agreement by July 1st.
2. Assign a primary point of contact ("fundraising contact") for all fundraising matters, by July 1st.
3. Participate in good faith in the process of the Funds Dissemination Committee within legal and regulatory constraints.
4. Produce an annual budget plan with impact objectives, program plans, and major events before the commencement of the respective organization's fiscal year. Plans should be in the following languages: for WMF, in English; for the Chapter, in the Chapter's primary language with an appropriate summary in English.
5. Follow generally accepted accounting and reporting practices in their jurisdiction regarding their financial controls and oversight.
6. Comply with all local laws, including fundraising regulations applicable in their jurisdiction as well as laws relating to privacy, data security, advertisement, SPAM, and non-profit solicitation.
7. Publicly release accurate and complete annual financial reports that account for fundraising revenues and expenditures. These reports must be released in a timely manner.
8. Share openly knowledge and experiences about fundraising initiatives and activities.
9. Collaborate on geography-specific and global campaign messaging to promote both short-term and long-term fundraising success and the stewardship of a strong donor community, consistent with the brand and values of the Wikimedia movement. This includes publicly posting all mass direct communications (email and mail) for comment.
10. Acknowledge and thank donors within two months of receiving a gift, and fulfill any legal and regulatory obligations, such as sending tax receipts and compiling donation reports in a timely manner.
11. Proactively identify, disclose and remedy deficiencies or breaches in a timely fashion.
12. Report all fundraising revenues to one another and publicly no later than four weeks after the end of each month.
13. Meet the organizational best practices issued by the WMF Board of Trustees in its March 2012 resolution.

Chapter obligations

During the Term, the Chapter agrees to:

1. Fulfill Chapter commitments under the 2011/12 fundraising agreement by September 1, 2012, including the commitment to share donations collected in accordance with this agreement with WMF as agreed. If the Chapter fails to fulfil the 2011/12 agreement obligations by September 1, 2012, and such breach is not cured within thirty (30) days, WMF may immediately terminate this agreement upon written notice to the Chapter. During any Renewal Periods, this obligation shall carry over to September 1, 2013 and September 1, 2014 respectively.
2. Comply with the determinations of the WMF Board of Trustees, including:
1. Accepting donations for the benefit of the global movement via the local Chapter only upon the grant of permission by the WMF Board of Trustees as evidenced in the March 2012 resolution. This permission may be modified at the discretion of the WMF Board of Trustees for any subsequent Renewal Periods. Nothing herein shall restrict the Chapter's ability to raise funds for its own purposes at any time.
2. Meeting the guiding principles for fundraising as determined by the WMF Executive Director.
3. Meeting the criteria of the August 2011 letter issued by the WMF Board of Trustees as determined by the WMF Executive Director.
3. Ensure the Chapter is legally able to contribute funds to WMF in support of WMF's charitable mission and in support of the global infrastructure of Wikimedia projects and movement, including:
1. During the initial Term, providing a signed certification to WMF from mutually-agreed upon qualified legal counsel that, based on a good faith review and examination, the Chapter is legally able to fundraise in the territory, by September 1, 2012.
2. Maintaining tax-deductible or non-governmental organization status where applicable and obtainable in the Chapter's home country for the Term of this agreement, including from July 1, 2012, to June 30, 2013.
3. Providing to WMF a letter of explanation from counsel regarding tax deductible status, by September 1, 2012 to cover the Term.
4. Design and implement fundraising activities and programs that demonstrate the effective use of fundraising revenues to advance the mission of the Wikimedia projects and movement within its brand guidelines and values, including:
1. Submitting in a timely fashion, as determined by the Funds Dissemination Committee or WMF, any final or draft program plan covering activities, events, and budgets of the Chapter, including fundraising activities and costs. For inclusion in the WMF global plans necessary for disclosure to potential donors, the Chapter will provide to WMF a draft program plan covering activities, events, and budgets of the Chapter, including fundraising activities and costs, that are expected to (or will) be supported with fundraising revenue or grants from WMF, by October 1, 2012 for the initial year of the Term, and at the date set by WMF for any Renewal Periods.
2. Collaborate in good faith with the WMF fundraising team in determining the appropriate fundraising target and timeline for the Chapter. Once determined, the Chapter agrees that, unless mutually agreed upon, it will not exceed the fundraising target, including the monetary fundraising cap on accepted donations by the Chapter and the duration of the fundraising campaign by the Chapter, except as agreed in writing by the WMF Executive Director. Notwithstanding the foregoing, the WMF fundraising team will make the final determination.
3. Complying with the WMF Trademark Policy in fundraising materials.
4. Ensuring that the Chapter does not violate intellectual property or other rights of any third party.
5. Comply with internal control processes and procedures to support the receipt and processing of donations in a secure, legal, timely, and cost effective fashion, including:
1. Ensuring that, prior to commencing fundraising, proper financial and technical controls are in place to accurately and promptly track and account for donations.
2. Setting up a dedicated segregated Chapter bank account to receive and hold donations, and be authorised to make international monetary transfers or other payments from that account. If a segregated bank account is not feasible, the Chapter may alternatively maintain a fund accounting system to ensure proper tracking of funds received.
3. Complying with applicable privacy laws, including but not limited to, the Chapter's procurement, processing, use, retention, and security of donor information and data; the Chapter's maintaining of legally-compliant, industry security infrastructure for the networks and systems processing and retaining donor information and data (including payment and financial information); and the Chapter's registration with proper data authorities if required by law. The Chapter must provide a signed certification of such compliance, maintenance, and registration to WMF from a mutually-agreed upon qualified legal counsel or auditor, by September 1, 2012 which will cover the Term.
4. Posting on the Chapter fundraising landing page the donor privacy policy and adhering to that donor privacy policy, found at <http://wikimediafoundation.org/wiki/Donor_Privacy_Policy>. If the Chapter seeks to deviate from this donor privacy policy, the Chapter will submit a variant for review and approval to WMF, by September 1, 2012. Any changes in future Renewal Periods must be approved by WMF in advance. The Chapter will place a link to this policy, a translation, or an approved variant on the Chapter fundraising landing page.
5. Putting in place the technical capacity to process donations, by September 1, 2012, and, if requested by WMF anytime after that date, demonstrating the successful testing of the Chapter's infrastructure to accept online donations.
6. Engaging a licensed payment processing company and ensuring compliance with the terms of the agreement with the payment processing company, including any requirements regarding security controls, such as any PCI compliance requirements, fraud/loss levels, and screening of PEP, EU, OFAC, or other applicable sanction lists.
1. The Chapter shall have a mutually-agreed upon qualified legal counsel review any agreement with such a company to ensure compliance, by September 1, 2012.
7. Ensuring that each person who has access to donor data signs a confidentiality agreement prohibiting the use or disclosure of donor data in violation of the agreement. The Chapter shall have the agreement reviewed by qualified mutually-agreed upon legal counsel and shall present a copy of the reviewed confidentiality agreement to WMF, by September 1, 2012.
6. To allow for an efficient and effective fundraiser, the Chapter agrees to comply with financial reporting obligations in a timely manner, in a form acceptable to the WMF Executive Director, with accurate and complete reports or documentation, including
1. Providing accurate and complete monthly revenue reports for the period covering May 1, 2011, through May 1, 2012, by July 1st, 2012 (if not already provided).
2. Providing accurate and complete subsequent monthly revenue reports within 30 days from the end of the previous month.
3. Providing accurate and complete reports that meet local accounting standards setting forth the cost of fundraising, compiled by an auditor appointed by the board of the Chapter who meets all auditing standards applicable in France for auditors of this sort, for 2011/2012 by September 1, 2012, for 2012/2013 by February 15, 2013, and on the same schedule for any Renewal Periods.
4. Providing a copy of accurate and complete audited financial statements and the auditor’s letter to management, compiled by the auditor appointed by the board of the Chapter, for the 2011 fiscal year, by September 1, 2012 and on the same schedule for any Renewal Periods.
5. Providing a copy of an accurate and complete auditor's statement on internal financial controls, compiled by the Chapter board appointed auditor, by September 1, 2012 which shall cover the Term.
6. Obtaining a mutually-acceptable insurance provider's certificate of coverage that covers claims related to data breaches and outside server and computer attacks and resulting liability to the Chapter and its officers for the period starting October 1, 2012, and lasting for the duration of the fundraiser and one year afterwards. The Chapter will present a copy of that certificate to WMF, by September 1, 2012. For Wikimedia France, the aggregate amount for the insurance provider's coverage will be USD $500,000. For any Renewal Periods, the Chapter agrees to obtain the same or higher coverage depending upon anticipated volumes.
7. Provide to WMF fundraising technical support functions, including:
1. Carrying out all necessary testing in collaboration with the WMF fundraising team throughout this agreement as requested by WMF. Other than trouble-shooting and establishing the payment mechanism and fundraising landing page, these tests usually require a small weekly time commitment from the Chapter.
2. During the main fundraising period for WMF, the Chapter will provide a daily report and properly tracking all data regarding the fundraiser as may be requested by WMF. After the main fundraising period, the Chapter will provide monthly reporting of any donations. Such reporting and tracking should include the number of donations, the average size of donation, and the origin of the donation (such as banner tracking information, and the number of hits and completions to particular fundraising landing pages).
3. Ensuring that WMF has all necessary hyperlinks to Chapter fundraising landing pages.
4. Providing for the translation of fundraising landing pages and supporting materials (such as banners) into both the primary language of its geography and English.
5. Providing accurate and timely translations for the WMF fundraising landing pages, including translation into the primary language of the Chapter.
6. Ensuring that all fundraising messaging, such as banners and fundraising landing pages, disclose the use of funds in an accurate, truthful, and lawful manner.
1. The messaging must include disclosure that funds may be used for: (1) local Chapter activities; (2) global Wikimedia Foundation activities; and (3) other activities related to the Wikimedia mission.
2. The messaging must clearly disclose that the Chapter is independent from WMF.
3. The Chapter must seek legal review of materials, as necessary, to ensure compliance with local fundraising and advertising laws.
7. Providing sufficient personnel to handle customer service related activities, including answering questions about donations and refunds in a timely manner through an appropriate system (consistent with all applicable privacy and other laws and regulations).
8. Sending donation-related communications to donors in a timely fashion and in compliance with local regulations.
9. Ensuring that the Chapter fundraising landing page and site carry no malware, viruses, phishing scams, or other harmful code.

WMF obligations

During the Term, WMF agrees to:

1. Maintain its non-profit status and provide online a scan of its 501(c)(3) status letter regarding deductibility on www.Wikimediafoundation.org. WMF's tax ID# is: 20-0049703.
2. Comply with the WMF Trademark Policy with regards to its use of its trademarks on fundraising materials. In addition, WMF agrees not to violate the intellectual property rights of any third party in its fundraising materials.
3. Comply with and maintain the WMF donor privacy policy, found at <http://wikimediafoundation.org/wiki/Donor_Privacy_Policy>.
4. Maintain a relationship with a licensed payment processor such that donations are processed in a timely fashion in accordance with United States laws.
5. Communicate the global fundraising target to the Chapter, and work with the Chapters to determine their individual targets, by September 1st during the Term.
6. Provide fundraising expertise and advice, as requested, and answer any questions from the Chapter, to the limits of WMF's capacity.
7. Provide information and plans with regard to the fundraiser, such as a timeline and list of involved people and their responsibilities.
8. Create an annual budget plan for the global Wikimedia movement and WMF to be available for donors during the fundraiser (contingent on the timing of and approval by the WMF Board of Trustees with possible recommendations from the Funds Dissemination Committee).
9. Create or modify standard WMF fundraising materials in collaboration with the Chapter for use by the Chapter locally.
10. Run banners and landing pages that are consistent with the brand and values of the Wikimedia movement. Post materials on a public wiki platform for coordination for review and comment.
11. Gather and share daily fundraising data with the Chapter and other participating chapters. This may include the number of donations, the average size of the donations, and the origin of the donations (such as banner tracking information, and the number of hits and completions to particular landing pages).
12. Provide access to the WMF daily fundraising report which will contain the daily volumes during the annual fundraising period. Both parties acknowledge that these numbers are based upon the data received on the given day and are not audited, subject to change, and do not include all donations. For instance, recurring donations, check donations, any refunds, chargebacks or other contingencies.
13. WMF will provide a brief annual summary to document WMF's general uses of the Chapter's contributions. Upon request by the Chapter, WMF will provide a receipt or similar document for any funds transferred from the Chapter to WMF.

The parties acknowledge that WMF's referral of visitors is contingent upon the ability to legally and technically implement industry standard technology to identify the geography of visitors.

Fundraising revenue sharing

The parties agree and acknowledge that this agreement is entered into on the assumption that the maximum amount of fundraising revenues collected pursuant to this agreement by the Chapter will be contributed to WMF for future distribution to the global Wikimedia movement. The parties however acknowledge that this assumption is subject to applicable laws and independence principles. As a result, subject to the Chapter's objectives and charitable purposes, the Chapter will transfer of the maximum amount of funds its board determines meets these objectives and to further the global mission in the aid of the Chapter's objectives and charitable purposes as set forth in the introduction of this agreement. The understanding of the parties is that the percentage of contribution will be similar to that allocated in 2010/2011 which was approximately 50%. All funds contributed will be for redissemination to the Wikimedia movement as determined and approved by the WMF Board of Trustees. Any redissemination by the WMF Board of Trustees may be preceded by recommendations from the Funds Dissemination Committee. The Chapter agrees to seriously consider retaining only such amounts as determined and approved by the WMF Board of Trustees. It is understood that the Chapter will incur reasonable fundraising expenses and will use its best efforts to ensure that amount is less than 10% of fundraising revenue collected. As required by this agreement to allow WMF to better understand the overall costs of fundraising for the global movement, the Chapter will provide an accounting of all fundraising expenses to WMF, to be shared with the WMF Board of Trustees or the Funds Dissemination Committee (or both).

The following fundraising revenue of the Chapter is excluded from this agreement:

1. Restricted gifts, such as third-party grants by foundations or governments.
2. Individual donations given directly to the Chapter outside the scope of this agreement, including such donations given to the Chapter through its local chapter website (as opposed to fundraising through banners and other communications on the Wikimedia projects and other sites covered by this agreement).
3. Subventions given by any government authority.

Contributions to WMF should be made by April 1, 2013, and September 1, 2013, and should account for revenue received up to January 31, 2013, and June 30, 2013, respectively. At the beginning of any Renewal Period, WMF shall set the dates for contributions.

Other legal considerations

1. Nothing in this agreement shall be construed to make either party the partner, joint venturer, legal representative, or agent of the other party. Neither party shall have the right or authority to assume, create, or incur any liability or any obligation of any kind, either expressed or implied, in the name or on behalf of the other party.
2. If they disagree, both parties agree to a mandatory mediation process (before going to a court) to be conducted in person before a certified mediator agreed by the parties. Upon completion of good faith mediation and certification of an impasse by the mediator, either party may bring suit no sooner than 30 days following the certification of impasse.
3. As a condition of this agreement, the Chapter agrees to report immediately to the legal department of WMF any knowledge or reasonable suspicion of malfeasance or allegation of unlawful behavior, including the misappropriation of donations or improper disclosure of donor information.
4. The Chapter shall report immediately to the legal department of WMF any warnings, notices, charges, or allegations by authorities relating to the activities or responsibilities of the Chapter during the applicable dates of this agreement or in relationship to conduct or lack thereof relating to or arising under this agreement.
5. WMF may, in its discretion, audit (or have its auditors audit) the financial and fundraising operations of the Chapter upon reasonable notice to the Chapter, but no more than once a year, unless there is a reasonable suspicion of misappropriation of donations or improper disclosure of donor information (in which case there is no limitation on the number of audits). The parties will ensure the audit is conducted in such a manner to avoid the disclosure of personally identifiable information of donors or that the audit is conducted in a manner conducive to European privacy laws.
6. If the actions of the Chapter or its officers or trustees are in violation of this agreement, the Chapter agrees to indemnify and hold WMF and its officers and trustees harmless from and against all claims arising therefrom, including any expense or liability arising from all claims, losses, damages (both actual and consequential), suits, judgments, litigation costs, and reasonable attorneys' fees, of every kind.
7. WMF and the Chapter agree that in the unlikely event of litigation, venue shall be proper only in the courts of competent jurisdiction for San Francisco County, California. WMF and the Chapter agree to be subject to the personal jurisdiction of said courts for purposes of any action brought related to this agreement.
8. This Agreement shall automatically renew at the conclusion of the initial Term of one (1) year for up to two (2) additional one year terms, each a Renewal Period, unless either party provides written notice to the other of its intention not to renew at least sixty (60) days in advance of the expiration of the then current term. Unless otherwise stated, all deadlines set forth herein shall be applicable in subsequent Renewal Periods for the applicable year. (i.e. September 1, 2012, in a Renewal Period becomes September 1, 2013)
9. This agreement may be terminated by either party upon thirty days written notice in the event of: (1) a material breach by the other party; (2) loss of non-profit or charity status; or (3) failure of Chapter to meet a deadline set forth in this agreement. WMF may immediately terminate this agreement in the event: (1) the Chapter is in violation of applicable local laws, including but not limited to privacy, advertising, and fundraising laws and regulations; or (2) there is reasonable proof of malfeasance by the Chapter, or its employees, volunteers, contractors, or agents with regards to donor funds or fundraising activities.
10. WMF may terminate or suspend any fundraising activity covered under this agreement or any subsequent fundraising agreement, if, as determined in the discretion of the WMF Executive Director, the Chapter does not adhere to either, a published WMF Board of Trustee decision or resolution on the dissemination of funds to the Wikimedia movement (unless legal or regulatory restrictions prevent such adherence).
11. This agreement is subject to the laws of the United States of America and the State of California, without regard to conflict of law rules.
12. This agreement is personal to the parties and may not be assigned or transferred and any attempt to do so is void.

Appendix

The purpose of this chart is to highlight obligations of the Chapter in regards to this agreement.

Due Date	Obligation	Section Number (see key below)
July 1, 2012	Fundraising agreement signed	Mutual Obligations § 1
	Primary point of contact assigned	Mutual Obligations § 2
	Monthly revenue reports (May 1, 2011, to May 1, 2012) provided to WMF (if not previously provided)	Chapter Obligations § 6(a)
	Participate in weekly tests until fundraising campaign begins	Fundraising process § 1
August 15, 2012	Tax ruling obtained and provided to WMF [Switzerland only]	Chapter Obligations § 3(e)
September 1, 2012
	Chapter commitments per 2011/12 agreement fulfilled (if not already completed)	Chapter Obligations § 1
	Fundraising cost reports for 2011/12 provided to WMF (if not already provided)	Chapter Obligations § 6(c)
	Audited financial statements for the 2011 fiscal year and auditor's letter to management provided to WMF	Chapter Obligations § 6(d)
	Certification that chapter is legally able to fundraise in territory submitted to WMF	Chapter Obligations § 3(a)
	Certification of compliance with applicable privacy laws provided to WMF	Chapter Obligations § 5(c)
	Technical capacity to process donations set up, and, if requested, donation infrastructure testing	Chapter Obligations § 5(e)
	Confidentiality agreements for persons with donor data access presented to WMF	Chapter Obligations § 5(g)
	Donor privacy policy submitted to WMF for approval*	Chapter Obligations § 5(d)*
	Auditor's statement on internal financial controls provided to WMF	Chapter Obligations § 6(e)
	Tax authority determination letter provided to WMF	Chapter Obligations § 3(d)
	Proof of tax-deductible/Gift Aid status provided to WMF	Chapter Obligations § 3(c)
	Certificate of insurance coverage provided to WMF	Chapter Obligations § 6(f)
	Approval by qualified counsel of payment processor agreement	Chapter Obligations § 5(f)
October 1, 2012	Draft program plan covering major activities supported with fundraising revenue	Chapter Obligations § 4(a)
February 15, 2013	Fundraising cost reports for 2012/13 provided to WMF	Chapter Obligations § 6(c)
April 1, 2013	Contributions to WMF made (revenue up to January 31, 2013)	Fundraising Revenue Sharing
September 1, 2013	Contributions to WMF made (revenue up to June 30, 2013)	Fundraising Revenue Sharing
Monthly	Subsequent monthly revenue reports provided to WMF within 30 days of previous month's end	Chapter Obligations § 6(b)
	All fundraising revenues reported to one another and publicly no later than four weeks after each month's end	Mutual Obligations § 12
* Only necessary if Chapter wishes to deviate from WMF's standard donor privacy policy