This page is a DRAFT for public consideration.
Project Harmony encourages FOSS projects to use the Template Agreements as drafted but permits their modification for a particular FOSS project. We have drafted the Template Agreements to be useful for a wide range of FOSS projects, and they may be used at no cost subject to compliance with the terms below. We encourage FOSS projects to use the unmodified [Do we need to explain the difference between selecting from the existing options and modifications?] Template Agreements because the FOSS project may then use the Project Harmony trademarks and it will ease legal review as the Template Agreements become more familiar to potential contributors.
However, if a FOSS project determines that it needs to modify the Template Agreements, we encourage the FOSS project to obtain legal advice because the provisions of the Template Agreements are inter-related and a single change can have multiple effects. [Does this leave the impression that they don’t need legal advice it they don’t make any changes?]
The use of the Template Agreements is licensed as follows:
Project Harmony grants a worldwide, non-exclusive, royalty free license to any party ("Licensee") to modify, reproduce and distribute the Template Agreements for the licensing of copyrightable works.
Project Harmony grants a worldwide, non exclusive, royalty free license to the Licensee to use the Project Harmony trademarks listed on the www_________ (“Project Harmony Trademarks”) for use of the unmodified Template Agreement. If a party modifies the Template Agreement, this license to use the Project Harmony Trademarks shall terminate.
Any such use of the Project Harmony Trademarks (and all goodwill arising from such use) will inure solely to the benefit of Project Harmony. The Project Harmony Trademarks are the sole and exclusive property of Project Harmony. The use of the Project Harmony Trademarks by the Licensee does not convey any right, title or interest in or to the Project Harmony Trademarks. The Licensee agrees that it will not use, register or attempt to register in any jurisdiction, or otherwise appropriate or adopt any of the Project Harmony Trademarks, or any trademark or service mark that is confusingly similar to the Project Harmony Trademarks. Project Harmony expressly retains all rights, title and interest with respect to the Project Harmony Trademarks that are not specifically granted to the Licensee. The Licensee shall not attack, challenge or file any application (or induce any third party to do any of the foregoing) with respect to any of the Project Harmony Trademarks. All promotional and marketing literature and other materials prepared by the Licensee may be reviewed by Project Harmony if so requested by Project Harmony, and Licensee will make changes to any use which is not consistent with Project Harmony's trademark policy at ________.
This Agreement will be governed by and construed in accordance with the laws of the _________ excluding its conflicts of law provisions.
This Agreement sets out the entire agreement between Project Harmony and the Licensee with respect to the Template Agreements and the Project Harmony Trademarks and overrides all other agreements or understandings. Either party may assign the rights and obligations under the Agreement to any third party if the third party agrees, as a condition of the assignment, in writing to abide by the rights and obligations in the Agreement. The failure of either party to require performance by the other party of any provision of this Agreement in one situation shall not affect the right of a party to require such performance at any time in the future and a waiver of performance under a provision in one situation shall not be considered a waiver of the performance of the provision in the future or a waiver of the provision in its entirety. If any provision of this Agreement is found void and unenforceable, such provision will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision and which is enforceable.