Wikimedia Indonesia/Chapter Agreement


This page reflected Wikimedia Indonesia agreement
Signatures are omitted from this document, everything else reflect the actual wording

Chapter Agreement

This Chapter Agreement (“Agreement”) is entered into this 15th day of January 2012 (“the Effective Date”), by and between the Wikimedia Foundation, Inc. (“the Foundation”), 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, United States of America, and the Association of Wikimedia Indonesia ("the Association"), a registered association under Indonesian law located in Central Jakarta Municipality and having its address at Centerflix – Boutique Office & Virtual Suites, Jalan Danau Toba Number 104, Bendungan Hilir Sub-Subdistrict, Tanah Abang Subdistrict, Indonesia (each individually a “Party” and collectively the “Parties”).
WHEREAS, the Foundation is an international non-profit organization dedicated to encouraging the growth, development and distribution of free, multilingual content, and to providing the full content of these wiki-based projects to the public free of charge,
WHEREAS, the Association is an independent entity from the Foundation but shares the same goals, and the Agreement (a) constitutes the formal recognition of the Association as an independent organization and a Wikimedia chapter, and (b) defines the rights and obligation of both the Foundation and the Association.
NOW, THEREFORE, the Parties agree as follows:

1. Mission

The Association and the Foundation shall each seek to mutually support the activities of the other. The declared goals of the Association and those of the Foundation must not be in opposition.

2. Name

Irrespective of its locally incorporated name, the Association is authorized to assume and operate under the title “Wikimedia Indonesia” for all operations as a Wikimedia chapter.

3. Geographic limits

The Association is authorized to operate as “Wikimedia Indonesia”, to cover the geographic region of the nation of Indonesia. The Foundation will not seek to create or authorize the creation of any additional chapter within this geographic region. The Foundation will not engage with other local organizations without consulting with the Association.

4. Wikimedia logos and trademarks

4.1. The Wikimedia Foundation seeks to protect its interest in its trade and business marks in addition to ensuring that its good reputation is not tarnished by the improper use of those marks.
4.2. The Association is obliged to utilize the Wikimedia logo and name in all their related activities and are hereby authorized to do so by the Foundation.
4.3. Where necessary to disambiguate, a logo depicting the name of the Association (localized logo) may be used. Any such logo must be approved in advance by the Foundation.
4.4. The Association will respect the Wikimedia visual identity guidelines, of which a copy (appendix 1) is joined to this contract.
4.5. The use of the Wikimedia logo and localized logo by the Association shall be free of any payment or royalties.
4.6. The Association will as far as possible ensure the use of the logo and trademark does not create confusion with use by the Wikimedia Foundation.
4.7. Commercial use of the Wikimedia name, logo, or localized logo shall be subject to the terms of a separate trademark agreement between the two parties.

5. Other logos and trademark

5.1. The Foundation owns, controls and uses many additional marks. These marks are listed in appendix 2 of this contract and may vary from time to time.
5.2. The Foundation hereby authorizes the Association to utilize these additional marks free of any payment or royalties, solely for their own use in publicity, fundraising, media relations and management.
5.3. Commercial use of these additional marks shall be subject to the terms of a separate trademark agreement between the two parties.

6. Conduct.

6.1 The Association shall seek to ensure in all dealings that it does not appear to speak for or act for the Foundation except insofar as may be agreed upon with the Foundation. The Foundation shall not speak or act on behalf of the Association except insofar as may be agreed upon with the Association.
6.2. The Association agrees to support the activities of the Foundation so far as it is permitted to do so and to refrain from (a) engaging in any illegal activity; (b) engaging in any social or political activism which might distract from the promotion of free content and knowledge; and (c) engaging in any activity that might negatively impact on the work or image of the Foundation.
6.3 The Foundation agrees to support the activities of the Association and to not engage in any activity that might negatively impact the work or image of the Association.

7. Bylaws

7.1. The Association shall supply to the Foundation a copy of its bylaws and or incorporation documents together with a certified translation into English if not already in that language.
7.2. The Association shall be required to advise the Foundation of any planned or actual change in the bylaw or status of the Association which might affect the Foundation or the continued existence or effectiveness of this contract.
7.3. The Foundation shall be required to advise the Association of any planned or actual change in the bylaws or status of the Foundation which might affect the Association or the continued existence or effectiveness of this contract.

8. Activity report

8.1. The Association shall supply a written activity and financial report in English at least once a year to the Foundation, within four months of each chapter year end.
8.2. The Foundation shall supply a written activity and financial report from the Foundation Board in English to the Association within four months of each Wikimedia Foundation year end.

9. Duration and revocation

The term of this agreement is one year and is automatically renewed unless either party gives notice three months in advance. Notice of revocation needs to be made in writing and given to other party. Upon termination of this agreement, the Association will cease to be recognized and all permissions including usage of trademarks, logos, and name usage shall be withdrawn with immediate effect.

10. Applicable law

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.

11. Jurisdictions and Venue

The Foundation and Association agree that in the event of litigation, venue shall be proper only in the courts of competent jurisdiction for San Francisco County, California. The Foundation and Association agree to be subject to the jurisdiction of said courts for purposes of any action brought pursuant to this agreement.

12. Amendment

No modification of the Agreement shall be effective without written amendments signed by the Parties or their designees.

13. Mandatory Mediation

Prior to the commencement of any lawsuit, both parties agree to a mandatory mediation process, 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.

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