Hi there! The comments of the Chilean team to the new MOU.
1.- Enforcement of the License. According to the clause 1 (a) "The Jurisdiction Licenses shall be consistent with and have the same legal effect as the latest version of the international licenses (currently version 3.0), and be enforceable in the Jurisdiction (the process known as “license adaptation” or “license porting”)." The way it has been drafted suggets an obligation in the results, which, in my opinion any team can granted. Instead it should be drafted as a obligatins in the means, but not in the results.
2.- CC0 and Domestic Law According to the clause 1 (c) "Linguistic Translation of CC0. Affiliate agrees to participate in the linguistic translation of CC0 for the purpose of producing an approved translation of CC0, in adherence with the policies published by CC and made known to Affiliate. The parties will mutually agree on a timetable for producing an approved translation of CC0, together with any other designated leads in the process." As I have explained in the ISP Policy, at least in Chile thre is not legal certainty that CC0 is a legal tool. In fact, there is an express legal provision that bans waive of rights by author. We have made some lobby at the Congress to get a change in the law, but we haven't been successful yet. We cannot implement a legal solution into the domestic level that is illegal, because it would undermine our credibility and the CC's credibility also. Can that clause be omited in our MOU, at least for a while?
3.- Unknown CC Policies. According to the clause I (h) "Further, Affiliate agrees to (...) adhere and publicly promulgate CC positions on matters relating to the public domain, license proliferation, and such other matters as CC makes known to Affiliate, including when responding to public inquiries." May you provide us with a copy of the actual policies of the CC mentioned. I do not know the ones related with "the public domain, license proliferation,... and (... the one related to) responding to public inquiries". Thanks.
4.- Hosting Draft of the CC license. According to the clause II (c) (iii), "Affiliate shall not under any circumstances host or attempt to host any CC Legal Tools (whether in human-readable, lawyer-readable or machine-readable formats, or any other forms or formats whatsoever)." During the process of discussing draft of the license (implementing process), draft of the license were posted in several places, including some of our own website. As a general policy, we do not delete content, because it undermines credibility, particularly if content does not infringe other people's right. Should we deleted those draft wherever they are available? Should we inictiate any legal action against third parties that host those contents within our jurisdiction? We would appreciate more explanation.
5.- Data Protection Infringement. We encourage you to deleted the clause II (d), because the obligation set forth in this about providing personal information infringes the data protection laws of several countries, incuding the European Union members, Chile, Argentina and mexico data protection laws. Also, I don´t think is good policy show this careless with other jurisdictions law. Particularly in a mattter that is not sensible, but extremely sensitive in countries other than the U.S.
6.- Hosting content. According to the clause III (a) "Hosting. CC is solely responsible for hosting any and all CC Legal Tools in human-readable, lawyer-readable and machine-readable formats, including without limitation the Jurisdiction Licenses, the international licenses (including translations thereof), and CC0 (and translations thereof)." I repeat the same concerns that I have expressed previously in the second comment. CC0 is not clearly legal in our country, and we do not having full knowledge of other "international license". Can you let's know the latter ones? Can we drop the CC0 for a while (while it became clearly legal in our country)?
Those are our public concerns about the new MOU. Thaks for answering to them. best, A.
Alberto Cerda Silva
Responses to some of Alberto's comments:
2. To clarify, CC0 does not get ported. There will be a single translation of it into each language, i.e. one Spanish translation. If a jurisdiction team does not wish to participate in the translation of CC0, that is fine. That jurisdiction may request to have the CC0 clause removed from its MOU.
3. Other policies - This comment made an excellent point. Creative Commons will modify the provision to make it clear that these policies are ones of which Creative Commons has notified the Affiliates.
4. License drafts hosted on non-CC HQ platforms - It would be great if you could take down the old license drafts, but if you cannot, you can keep them up. Please ensure that they are clearly marked as drafts and that there is a link to the actual finalized licenses, to avoid confusion.
6. Hosting of licenses and legal tools - This provision does not change anything from current obligations. It says that all licenses and legal tools should only be hosted on CC's website. There is no obligation here for the Affiliate team to do, host or support anything. --Aurelia Schultz 05:55, 2 November 2010 (UTC)
Following some comments from Carolina Botero and Karisma Foundation from the CC Colombia Jurisdiction
The MOU states jurisdiction's commitments on delivering information, giving legal advise and preparing documents on local activities which I agree, however, I believe some degree of commitment on this issues can also be made up to a certain level from CC's side
I think that a reasonable issue to include is CC's commitment to deliver a yearly public road map that could serve as a guide to local teams on the topics and activities that CC as our partner is planning to do, this will also be useful when we have to elaborate the yearly road maps and goals and to allign them up to certain point with other jurisdictions globally.
Also the MOU describes the CC commitment to provide staff that wll be reasonably available for the project, to answer and provide information, while the jurisdiction's commitments go further to actually advise on local legal issues and provide information. CC has always been keen on providing legal information and has built a network of lawyers that supports this, and on specific legal issues CC has worked with local teams. Can't you include a more specific commitment from CCs side that could include this kind of activities as a cooperation frame with the local chapter?
Responses to Comments from All Sources
During the course of the discussion period, CC HQ received comments through a number of different means. Here is the summary of our responses to each inquiry and discussion point raised.
For clarification on fundraising: an Affiliate team can raise funds as needed, but what they should not do is to suggest in any way that Creative Commons will be responsible for fulfilling any claims or deliverables as part of the funding. We simply cannot manage that, nor do we have the resources to oversee and track work etc.
To avoid this from happening, we ask teams not to fundraise in the name of Creative Commons, but rather as your institution or affiliated team. For example, you can raise money as part of your organization to carry out CC-related work (i.e. NGO Doing Good applies for funding to conduct educational workshops about CC), and you can also say as part of your credentials for doing so that you are a member of the CC Affiliate Network or similar. Under the same conditions, you can also raise money as your jurisdiction team, such as CC Germany, but just not as Creative Commons itself. Nor will CC be responsible for achieving aims laid out in those funding requests.
You can lobby as much and as heavily as you want in your own name or affiliate institution's name. But you cannot do this in CC’s name. The reason for this is two-fold. First, whether or not it is “lobbying” under U.S. law -- and advocating for particular legislation or a candidate (which is strictly forbidden in any amount) anywhere in the world counts as lobbying -- CC cannot track the different “statements” being made in our name.
Second, even when we as an organization are allowed to lobby, we must track those activities carefully. If you want to lobby, or if you want to make a formal statement or take a formal position on behalf of Creative Commons, we need you to ask us first. If you would like to draft a position statement for endorsement from CC, please notify Diane.
The MOU makes clear that its terms are non exclusive -- this has always been how CC has operated, and always will. None of the existing MOUs grant an “exclusive” to a single institution or person. This new MOU is simply making that clear, and we think it important to do so because we have seen (on rare occasion) leads express concern about other people doing work in their jurisdiction. That’s not OK, and so to avoid any misunderstanding we have decided it better to make this clear up front.
CC’s success has in large part been due to the multitudes of volunteers who support and advocate for CC around the world. If we find synergistic, committed volunteers in a jurisdiction where we already have a formal affiliate and we think they can add to the existing team, PLEASE keep in mind that the MOU provides that we will talk with existing leads first. It would not be in our best interest to alienate our leads -- we’d be foolish to do something that jeopardizes existing work and teams that are performing well. We do ask everyone to keep an open mind in the event others do surface who have expertise, funding and resources, and the like.
A concern was raised about CC HQ’s request to know who is working on the CC project in each jurisdiction. Creative Commons likes to know who is working on CC projects in order to know who has taken responsibility for activities in the area, to have an idea of the areas of interest of those who get involved with Creative Commons, and to know who to appreciate. Concerns about relating this information to CC HQ stem from data privacy laws and a desire not to violate these laws by having a third person, notably a Project Lead, transferring personal information about others on their team out of their country to Creative Commons.
In order to address this concern, Creative Commons has set-up a collection point where volunteers working on CC projects can voluntarily enter their information, which will be kept private within CC HQ. Those working directly with Creative Commons under affiliate agreements will still be required to provide their own contact information. The Affiliate Team will need to select one person to serve as the main contact for the team, and that person’s information will be made public on the team’s CC page.
A few teams have noted the modularized MOU contains an optional provision for working as a lead on the upcoming translation program for CC0. This is not an obligation, and anyone who does not wish to participate in the program for any reason need not include that provision (when offered) in the final MOU.
It’s important to keep in mind, however, that CC0 is not going to be ported. The translation program involves linguistic translations only. And since languages cross borders, it may well be that a Spanish translation of CC0 will be made by someone outside of your existing country, even if you are in a Spanish-speaking jurisdiction and have decided not to participate in the translation program.
Again, we’d love to have our leads involved in the translations, but if not that’s fine too. Others will want to be involved, and one way or another we expect CC0 to be translated into numerous languages around the world.
Regarding the trademark, there is no obligation to hunt down misuse, although please inform Diane if you come across it. Furthermore, you can always let us know how to register the trademark in your jurisdiction, if you think it desirable. CC will handle trademark registration on a case-by-case basis.
To edit, click on "Edit" at the top of the page, below the green header.
This is how to leave a comment. You may respond to or comment on other people's comments, but please do not delete other's comments. --Michelle Thorne 14:42, 12 July 2010 (UTC)
Draft to which above comments relate
Memorandum of Understanding (Draft)
([Legal Affiliate//Public Affiliate//Affiliate//Other])
Plain English Summary
The overarching purpose of this Memorandum of Understanding is to ensure that Creative Commons and its Affiliates fully understand their duties respective to each other as well as to other Affiliates in the broader Affiliate Network. Affiliate is responsible for translating, porting and otherwise adapting all CC Licenses, Legal Tools and supporting information. Creative Commons is responsible for hosting all CC Licenses and Legal Tools Affiliate is responsible for keeping Creative Commons updated on relevant legal changes and Cc opportunities in Affiliate’s jurisdiction and Creative Commons is responsible for keeping Affiliate updated on current procedures, policies and opportunities at Creative Commons.
Creative Commons Corporation, a Massachusetts non profit corporation with a business office at 171 Second St, Suite 300, San Francisco, CA 94105 U.S.A. (“CC” or “Creative Commons”), and [Institution or Individual] (“[Legal Affiliate/Public Affiliate/Affiliate/[Other]]”) located at [Location], agree to collaborate on the Project (as defined below), on the terms and conditions set forth in this Memorandum of Understanding (“MOU”), effective as of [date].
WHEREAS, the parties wish to work together to advance the mission and goals of Creative Commons and the communities it supports and enables, through the advancement of public education and outreach about CC licenses, tools, technology and programs, among other things, for the purpose of cultivating a cultural commons of shared intellectual, scientific, educational and creative content; and
WHEREAS, Affiliate desires to become part of CC’s global affiliate network (the “CC Affiliate Network”) and agrees to contribute to, and collaborate and coordinate with, the other members of the CC Affiliate Network within the jurisdiction in which Affiliate operates as well as throughout Affiliate’s geographic region and the rest of world.
The parties agree as follows:
I. The Project. CC and Affiliate agree to collaborate [in [Jurisdiction] (the “Jurisdiction”)] on the following project components (collectively, the “Project”), and in connection therewith Affiliate may refer to itself as “[insert]”:
(a) Adaptation/Porting of CC Licenses. Affiliate agrees to linguistically translate and, to the extent required to comport to the laws of the Jurisdiction, legally adapt the latest version of the six international licenses (formerly known as the “unported licenses”), to become the Creative Commons [jurisdiction] licenses (the “Jurisdiction Licenses”). The Jurisdiction Licenses shall be consistent with and have the same legal effect as the latest version of the international licenses (currently version 3.0), and be enforceable in the Jurisdiction (the process known as “license adaptation” or “license porting”). Affiliate agrees to adhere to the License Porting Protocol [link] (the (“Porting Protocol”), as the same may be updated or revised from time to time in CC’s sole discretion. The parties will mutually agree on a timetable for creating the Jurisdiction Licenses, as contemplated by the License Porting Policy.
(b) “Versioning Up” the Jurisdiction Licenses. Affiliate agrees to promptly update and incorporate into the Jurisdiction Licenses all changes that CC makes to the international licenses, such that the Jurisdiction Licenses are (i) consistent with - where legally practicable in the Jurisdiction - and have the same legal effect as the latest version of the international licenses (currently version 3.0), and (ii) are enforceable in the Jurisdiction (the process known as “versioning up”). Affiliate agrees to adhere to the License Porting Policy, as the same is made known to Affiliate and may be updated or revised from time to time in CC’s sole discretion (the "License Porting Policy"). The parties will mutually agree on a timetable for versioning up the Jurisdiction Licenses, as contemplated by the License Porting Policy.
(c) Linguistic Translation of CC0. Affiliate agrees to participate in the linguistic translation of CC0 for the purpose of producing an approved translation of CC0, in adherence with the policies published by CC and made known to Affiliate. The parties will mutually agree on a timetable for producing an approved translation of CC0, together with any other designated leads in the process.
(d) Advisory on Law and Legal Developments. Affiliate agrees to provide information regarding the copyright laws and related legal matters in the Jurisdiction as CC may reasonably request, including without limitation their applicability to and effect on the enforceability of the Jurisdiction Licenses, CC0 and other legal tools and licenses proposed and/or published by Creative Commons (collectively, the “CC Legal Tools”). This includes, without limitation, providing comments on proposed amendments to the CC Legal Tools as well as being reasonably available to discuss and provide comments thereon. CC reserves the exclusive right to make all final decisions with respect to the implementation of any and all proposed amendments to CC Legal Tools and the publication of new, existing, or future versions of the CC Legal Tools. CC agrees to provide reasonable notice of the date that any amendments are effected or when new CC Legal Tools are proposed, and will provide Affiliate with reasonably prompt information and assistance to enable Affiliate to perform its obligations hereunder. Affiliate agrees to provide advice and information about legal issues and developments that arise in the Jurisdiction and about which Affiliate becomes aware that are related to the Project.
(e) Advisory on Policy Developments and CC Opportunities. Affiliate agrees to keep CC updated on policies and policy developments in the Jurisdiction that may impact CC, its programs, the CC Legal Tools and the Project in the Jurisdiction. This may include responding to inquiries as CC may reasonably request for information about existing and future policy developments in the government and private sectors in the Jurisdiction. Additionally, Affiliate agrees to inform CC about license adoption opportunities as well as other opportunities for CC to expand its outreach efforts within the Jurisdiction. This includes, without limitation, providing guidance on CC outreach within the Jurisdiction and making itself reasonably available to discuss outreach efforts, as well as policy developments and other opportunities in the Jurisdiction that relate to the Project.
(f) CC Jurisdiction Webpage(s). Affiliate agrees to assist CC with the maintenance of and updates to the Jurisdiction-specific webpage(s) on Creative Commons’ main website, as CC may reasonably request. Affiliate must at all times comply with the CC Internet Services Policy, as the same may be updated or revised from time to time in CC’s sole discretion (the "Internet Services Policy").
(g) Localization; Jurisdiction Website. On an ongoing basis, Affiliate agrees to provide information to the public in the Jurisdiction about Creative Commons and its programs, the CC Legal Tools and other developments, to the general public in the Jurisdiction. This may include updates from CC about internal developments, CC public announcements, and/or CC program and activity updates. Additionally, if already in existence or if one is developed during the term of this MOU, Affiliate agrees to participate in the administration and maintenance of such Jurisdiction-specific website (the “Jurisdiction Website”) relating to the Project and other CC-related activities for the Jurisdiction, which website will serve in part as a forum for providing the foregoing information. In connection with the Jurisdiction Website, among other things Affiliate agrees to translate and update the FAQ and any other sections of the Creative Commons website pages used on the Jurisdiction Website, all in the primary language(s) of the Jurisdiction, to ensure that the FAQ and sections remain consistent with the corresponding sections of CC’s main website, and are accurate based on the applicable laws of the Jurisdiction and the current versions of the Jurisdiction Licenses and all other CC Legal Tools. In performing its obligations hereunder, Affiliate must at all times comply with the CC Internet Services Policy.
(h) Public Outreach and Education; CC Promotion. Affiliate agrees to plan, conduct and assist with CC outreach activities in the Jurisdiction, as may be mutually agreed to by CC and Affiliate from time to time, as set forth in the Roadmap (defined below). This may include hosting, organizing, and participating in CC salons and other public events, and similar events organized by others, that educate the public and communities about CC Legal Tools and help foster, build and support communities that may adopt CC Legal Tools in a range of fields, including education, science, culture, government adoption, and other relevant areas in the Jurisdiction. This should also include providing information to the public about CC, as described in the previous paragraph. Further, Affiliate agrees to promote CC Legal Tools (to the exclusion of other public licenses and legal tools) whenever possible, and to adhere and publicly promulgate CC positions on matters relating to the public domain, license proliferation, and such other matters as CC makes known to Affiliate, including when responding to public inquiries.
(i) Public Inquiries. Affiliate agrees to field and respond to inquiries related to the Project, including the Jurisdiction Licenses and other CC Legal Tools, as well as inquiries related to Creative Commons generally. Affiliate agrees to respond to such inquiries in a reasonably prompt and professional manner, and to refer inquiries outside the scope of Affiliate’s expertise to CC or another qualified member of the CC Affiliate Network.
(j) CC Affiliate Network. Affiliate agrees to participate in and contribute constructively to the CC Affiliate Network. This includes participating in regional and global gatherings (whenever feasible), on regional and global email lists and other discussion fora, responding to requests for assistance (when feasible) from other members of the CC Affiliate Network, and otherwise collaborating with and assisting other members of the CC Affiliate Network. Further, Affiliate agrees to provide reasonable assistance to new and existing members of the CC Affiliate Network (as a “mentor”), when requested and to the extent feasible. This may include providing guidance to such members about Affiliate’s experiences with the Project. If requested by CC, Affiliate agrees to moderate the Jurisdiction-specific or a region-specific email discussion list.
II. Additional Affiliate Responsibilities. In addition to the responsibilities undertaken by Affiliate in Section I, above, Affiliate agrees as follows:
(a) Periodic Reporting. Affiliate agrees to provide timely written reports about the Project and Affiliate’s activities under this MOU, as may be reasonably requested by Creative Commons from time to time but no less than annually. CC agrees to provide Affiliate with reasonable notice in advance of any deadlines for submission of the reports, and will notify Affiliate of the format and requested content of the reports.
(b) Roadmaps. No less than annually after the effective date of this MOU, Affiliate will prepare and submit a proposed roadmap to CC detailing Affiliate’s plans for undertaking and advancing the various components of the Project detailed in this MOU, including metrics for the Affiliate work (the “Roadmap”). CC will work with Affiliate to finalize the Roadmap, at which point the Roadmap will be published on the CC website. CC will provide guidance on the format and content of the Roadmap.
(c) Adherence to CC Policies. Affiliate must comply with all current CC policies published by CC on its website policies page (http://creativecommons.org/policies) (collectively, the “CC Policies”). For the avoidance of doubt (and by way of highlighting some policies, without limitation): (i) Affiliates shall not assert copyright in any work and must, upon request by CC, transfer any and all such right, title and interest as may arise from any work that results from the performance of the activities described in Section 1(a) ("Adaption/Porting of CC Licenses), Section 1(b) ("Versioning Up" the Jurisdiction Licenses), and Section 1(c) (Linguistic Translation of CCO), above; (ii) Affiliate may not use CC’s trademarks and logos for any purposes (including as a name for any entity or organization) other than as expressly permitted by the CC Policies or upon the prior written consent of CC; and (iii) Affiliate shall not under any circumstances host or attempt to host any CC Legal Tools (whether in human-readable, lawyer-readable or machine-readable formats, or any other forms or formats whatsoever).
(d) Affiliate Team. Affiliate must provide CC with the names of all persons who are working with Affiliate and assisting Affiliate with the Project and in performance of its obligations under this MOU (the “Affiliate Team”). Affiliate must promptly advise CC of any changes to the composition of the Affiliate Team, and must promptly respond to requests from CC for current Affiliate Team information. Affiliate acknowledges and agrees that CC may record the names, titles, email addresses and other contact information about the members of the Affiliate Team, and will publish at least one person (to be designated by Affiliate) on CC’s website for public contact purposes.
(e) Expertise. Affiliate acknowledges and agrees that it must, to the extent that performance of its obligations under this MOU requires legal expertise, ensure that only properly trained lawyers perform those obligations. Upon the request of Creative Commons, Affiliate must inform CC of the identity of the legal personnel who are performing such obligations.
(f) Cooperation and Responsiveness. Affiliate agrees to cooperate and respond promptly to Creative Commons with respect to the activities and obligations described in this MOU. This includes, without limitation, periodically reviewing Affiliate’s progress against the Roadmap, establishing metrics in collaboration with CC, and cooperating and participating constructively with other affiliates in the CC Affiliate Network. This also includes, without limitation, coordinating and cooperating with other CC affiliates operating in the Jurisdiction, to the extent that such other affiliates have similar, overlapping and/or distinct responsibilities vis-à-vis CC, whether under a memorandum of understanding or other agreement with Creative Commons.
III. Additional CC Responsibilities. In addition to the responsibilities undertaken by CC in Section I, above, Creative Commons agrees as follows:
(a) Hosting. CC is solely responsible for hosting any and all CC Legal Tools in human-readable, lawyer-readable and machine-readable formats, including without limitation the Jurisdiction Licenses, the international licenses (including translations thereof), and CC0 (and translations thereof).
(b) Staff. CC agrees to make its staff reasonably available to Affiliate to collaborate in furtherance of the Project.
(c) Adherence to CC Policies; New and Revised CC Policies. CC agrees to adhere to its undertakings set forth in the CC Policies, and to administer the CC Policies fairly and uniformly to members of its CC Affiliate Network except where CC determines in its sole discretion that deviations are warranted or desirable. CC agrees to provide Affiliate with reasonable notice and an opportunity to comment on any new CC Policies and any material modifications to existing CC Policies. Notwithstanding the foregoing, CC reserves the right to make final decisions with respect to new and existing CC Policies, and to provide reasonable notice in advance of the effective date thereof.
(d) CC Updates and Information. CC agrees to use reasonable efforts to keep Affiliate updated about Creative Commons and its programs, events and activities, and the CC Legal Tools, including material and non confidential internal developments, planned public announcements, changes to existing CC programs and new program developments, and related matters.
(e) Cooperation and Responsiveness. CC agrees to cooperate and respond promptly to Affiliate with respect to the activities and obligations described in this MOU, which includes cooperating and participating constructively with the CC Affiliate Network.
IV. Termination. This MOU commences on the effective date set forth above, and shall terminate on the first to occur of the following:
(a) Upon mutual agreement of Affiliate and CC;
(b) By Creative Commons upon 15 calendar days prior written notice, upon material breach by Affiliate of any term of this MOU or an applicable CC Policy, provided that if such breach is susceptible of cure CC shall first give Affiliate written notice thereof and a reasonable opportunity to cure such breach (to be established by CC in its discretion), but which cure period shall not exceed 30 calendar days from the provision of such notice;
(c) By Creative Commons, upon 15 calendar days prior written notice, upon failure by Affiliate to make reasonable and/or consistent progress against the Roadmap or a Project component (including any timetables agreed to per the CC Policies); provided that CC will undertake to meet and confer with Affiliate in good faith in advance for the purpose of establishing a corrective plan, but which such conference period shall not exceed 30 calendar days from the provision of such notice;
(d) By either party, upon one party serving written notice of termination of the MOU for any reason whatsoever, which notice shall take effect 30 calendar days from the provision of such notice; or
(e) Immediately by Creative Commons, if CC determines in its sole discretion that any of the activities contemplated by the MOU or the CC Policies in any way potentially jeopardizes or otherwise adversely affects CC or its legal status, standing or reputation.
(a) Financial Obligations. Neither party has any financial obligation to any other party as a consequence of exercising its rights and performing its responsibilities under this MOU and/or the CC Policies unless otherwise agreed in advance in writing by the parties.
(b) Relationship Between Parties. The parties agree that Affiliate and CC are independent and separate entities. Neither is a partner, agent or employee of the other, and nothing in this MOU shall be construed to constitute the establishment of a joint venture. Neither party shall have authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other party, except as may be expressly provided for in this MOU, the CC Policies or authorized in advance in writing. No party may state or imply that the other party endorses or supports any specific activity or product, except as expressly authorized by this MOU, the CC Policies and/or expressly agreed to in advance in writing by authorized representatives of parties. For the avoidance of doubt, this means that Affiliate is not permitted to make any policy statement on behalf of CC on matters relating to the Project or other activities contemplated by this MOU without CC’s prior written consent, and further means that Affiliate shall not raise funds or seek funding in the name of, or under the guise of this MOU or a relationship with, Creative Commons without CC’s prior written consent.
(c) Non Exclusivity. Affiliate acknowledges and agrees that this MOU and Affiliate’s work on the Project (or any part thereof) is non exclusive, such that CC may in its sole discretion choose to enter into similar or other agreements with other entities and individuals to collaborate on the Project and the activities described herein. Notwithstanding, CC agrees to consult with Affiliate in advance of engaging another entity or person offering to undertake responsibilities materially similar to or overlapping with those outlined in this MOU, and to reach a mutual agreement thereon; provided, however, that Creative Commons reserves the exclusive right to make the final decision as to whether to do so and the terms of any such engagement.
(d) Confidential Information. Affiliate and CC each agree that, except as expressly stated in this MOU, the CC Policies and/or as expressly agreed between the parties from time to time, neither party receives any right, title, or interest in, or any license or right to use, the other party’s confidential information, copyright or trade secret, or trademark or other intellectual property rights by implication or otherwise. The parties agree that any right, title, interest in, or goodwill in and to the other party’s name, trademarks, logos, images or buttons (the licensing party) arising as a result of non-licensing party’s use of the licensing party’s IP inures to the benefit of the licensing party. The non-licensing party agrees to do anything, including without limitation, exercising any documentation, necessary to give effect to this provision. Except as otherwise permitted by the CC Policies, Affiliate acknowledges and agrees that it must obtain the prior written consent of CC in advance of creating and using any logo or trademark that incorporates the name, trademarks, logos, images or buttons of CC.
(e) No Liability. Except to the extent required by applicable law and then only to that extent, neither party nor any trustees, directors, officers, employees or agents of either party will be liable to the other party for any damages of any kind, whether direct or indirect, including economic damages or injury to property or lost profits, regardless of whether such party is advised, had reason to know, or did know of the possibility of the foregoing.
(f) Restrictions on Lobbying. Affiliate acknowledges that CC is a non profit organization exempt from taxation under the United States Internal Revenue Code of 1986, as amended, and as such is subject to certain restrictions regarding lobbying activities (as defined therein). Affiliate understands and agrees that in connection with the performance of its responsibilities under this MOU, Affiliate shall not engage in lobbying, carrying on of propaganda or otherwise attempting to influence legislation in the Jurisdiction or elsewhere, as those purposes are defined by the United States Internal Revenue Code of 1986, as amended. If Affiliate is in doubt about whether its proposed activities may constitute lobbying, Affiliate must consult with Creative Commons prior to undertaking them.
(g) Choice of Law; Other. This MOU shall be governed by, and construed and enforced in accordance with, the laws of the State of California, U.S.A., exclusive of its choice of law rules. The parties hereby consent to the exclusive jurisdiction of the U.S. federal and state courts located in San Francisco, California, U.S.A. in connection with any dispute arising out of or in connection with this MOU or its subject matter. If any provision of this MOU is held invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permitted by law and the parties’ fundamental intentions and understandings hereunder, and the remaining provisions shall not be affected or impaired. Any terms of this MOU may only be amended, modified or waived in a writing signed by the party or parties sought to be bound.
(h) No Assignment. Neither party may assign or otherwise transfer, by operation of law or otherwise, this MOU or any of the rights, licenses or obligations hereunder. Any such purported transfer or assignment will be void. Subject to the foregoing sentence, this MOU shall bind and benefit the parties hereto and their respective successors and permitted assigns.
(i) Entire Agreement. This MOU constitutes the entire agreement between Affiliate and CC, and supersedes all prior agreements and understandings (including prior MOUs and/or affiliate agreements) between the parties with respect to the subject matter hereof.
[Signature page follows]
Creative Commons Corporation
Name: Diane M. Peters Title: General Counsel [Insert Affiliate]
Name: ______________________________ Title: ______________________________