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<title>SQLite Consortium Agreement</title>
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SQLite Consortium Agreement
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<p>This SQLite Consortium Agreement ("Agreement") is made and
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entered into as of the _____ day of ______________, 2007 ("Effective Date")
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by and between ___________________ (the "Company"), and
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Hipp, Wyrick & Company, Inc., a Georgia Corporation with
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headquarters at 6200 Maple Cove Lane, Charlotte, NC ("Hwaci").</p>
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<p>WHEREAS, Hwaci is the developer of a serverless, embeddable, public
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domain SQL database engine available at
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<a href="http://www.sqlite.org/">http://www.sqlite.org/</a>
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<p>WHEREAS, Company wishes to support the independent development of
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the SQLite database engine to insure the continuing reliability,
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vitality, and independence of SQLite, and in connection therewith,
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Company wishes to provide funds for ongoing research, development,
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and maintenance of the SQLite code base, operation of the SQLite
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website, protection and maintenance of the SQLite
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trademark, as well as for promotion of SQLite at conferences and
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<p>WHEREAS, Company wishes to receive benefits in the form of
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services from Hwaci in consideration for their support of SQLite; and</b>
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<p>WHEREAS, Company and Hwaci each wish SQLite to be supported and
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maintained as an independent, community-driven project, and to
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ensure the SQLite development team remains independent.</p>
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<p>NOW, THEREFORE, in consideration of the mutual promises contained
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herein, the parties agree as follows:</p>
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<h2>1.0 Definitions</h2>
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<h3>1.1 SQLite Developers</h3>
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<p>The "SQLite Developers" are the employees or contractors of Hwaci engaged
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in the development of SQLite, including without limitation the
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<h3>1.2 SQLite Architect</h3>
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<p>The "SQLite Architect" is the SQLite Developer with ultimate
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responsibility and authority over changes and maintenance of the
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SQLite code. The current SQLite Architect is the original designer
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and developer of SQLite, D. Richard Hipp. Hwaci may change the
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SQLite Architect from time to time upon approval by Company.</p>
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<h3>1.3 Consortium Member</h3>
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<p>A "Consortium Member" is a company or organization, including
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but not limited to Company, which has entered into an agreement
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with Hwaci which is substantially similar to this Agreement.
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<h3>2.1 Responsibilities And Obligations Of SQLite Developers</h3>
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<h4>2.1.1 General Support</h4>
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<p>The SQLite Developers shall provide, without limit,
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timely and accurate answers, advice, and instruction
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in response to questions and comments from Company about SQLite
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submitted by email or by telephone at any time day or night.
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<h4>2.1.2 Debugging Support</h4>
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The SQLite Developers shall at Company's request provide
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Company with direct assistance
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in debugging applications that are built upon or use SQLite.
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The combined time for Debugging Support and Custom
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Development for Company is limited to 330 hours per year.
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<h4>2.1.3 Custom Development</h4>
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<p>The SQLite Developers shall at the request of Company
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write new extensions or enhancements
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to SQLite according to Company's specifications. These extensions
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and enhancements may be proprietary to Company or open source or
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with the consent of both Company and the SQLite Architect may
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be folded into the public domain SQLite source tree.
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The time devoted to Custom Development for Company is limited 220 hours
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<h4>2.1.4 Custom Builds</h4>
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The SQLite Developers shall at Company's request provide Company
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with specialized builds of SQLite according to Company's specifications.
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<h4>2.1.5 Legacy Support</h4>
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<p>The SQLite Developers shall at Company's request provide support
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and bug-fix patches for any historical version of SQLite.
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<h4>2.1.6 Custom Testing</h4>
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<p>The SQLite Developers shall at Company's request set up and run
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acceptance tests according Company's specifications that are specifically
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designed to exercise SQLite as configured and used by Company.
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These acceptance tests shall be run and shall pass prior to any release
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<h4>2.1.7 Priority Bug Fixes</h4>
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<p>The SQLite Developers shall assign highest priority to fixing bugs
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in SQLite that are reported by Company or in which Company has
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expressed a specific interest.
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<h4>2.1.8 Code Quality</h4>
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<p>The SQLite Developers shall at all times keep the SQLite source
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code well commented and documented and clearly structured and
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organized so that an experienced and competent programmer can
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understand it and support it after no more than a few months of study.
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<h4>2.1.9 Backwards Compatibility</h4>
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<p>The SQLite Developers recognize that Company uses SQLite
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in mission-critical applications and therefore shall work diligently
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to ensure continuing bug-free correct operation and backwards
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compatibility with prior releases.
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<h4>2.1.10 Test Coverage</h4>
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<p>The SQLite Developers shall maintain the SQLite test suite such
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that no less than 95% source code coverage is provided.
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<h4>2.1.11 Website</h4>
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<p>The SQLite Developers shall maintain the SQLite website at
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<a href="http://www.sqlite.org/">http://www.sqlite.org/</a>
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in good working order and all SQLite source code shall
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be made freely available at such website.
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<h3>2.2 Responsibilities And Obligations Of The SQLite Architect</h3>
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<h4>2.2.1 Private Briefings</h4>
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<p>The SQLite Architect shall, at the request of Company,
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provide Company with private notification and briefings
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of any new bugs or new features in SQLite that might
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effect Company's products.
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<h4>2.2.2 Direction</h4>
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<p>The SQLite Architect shall coordinate the activities of SQLite
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Developers and shall publish from time to time a roadmap of
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proposed future changes and enhancements to SQLite.
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<h4>2.2.3 Oversight</h4>
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<p>The SQLite Architect shall personally review all changes to
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the SQLite Source Code and take responsibility for the quality
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and correctness of those changes.
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<h4>2.2.4 Continuity</h4>
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<p>The initial SQLite Architect shall be the original developer
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of SQLite, D. Richard Hipp. The role of SQLite Architect shall
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not be assigned to another during the term of this Agreement except
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due to the disability of Dr. Hipp and with approval of Company.
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<h3>2.3 Responsibilities And Obligations Of Hwaci</h3>
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<h4>2.3.1 Employer</h4>
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<p>Hwaci shall act as the employer of the SQLite Developers and
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SQLite Architect and shall make all tax and legal filings
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and tax withholding required by employers. Hwaci shall provide
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Company with W-9 information upon request.
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<h4>2.3.2 Responsible Party</h4>
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<p>All obligations of the SQLite Developers set forth in this
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agreement are deemed obligations of Hwaci. Hwaci shall recruit,
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employ, and supervise SQLite Developers in such a way that the
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responsibilities and obligations of the SQLite Developers set
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forth in this agreement are upheld.</p>
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<h4>2.3.3 Multiple Developers</h4>
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<p>Hwaci shall recruit and employ as many SQLite Developers for as
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many hours as can be reasonably achieved using the funds received
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from Consortium Members under this agreement.
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So that support for SQLite will not be interrupted by the
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disability or withdrawal of any one SQLite Developer, Hwaci will
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keep at least two knowledgeable and competent SQLite Developers
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<h4>2.3.4 Mentorship</h4>
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<p>Hwaci shall work to encourage independent
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programmers from around the world
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to become familiar with SQLite internals so that there will be a
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pool of talent able to support SQLite in the future.
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<h4>2.3.5 Audits</h4>
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<p>Hwaci shall keep and maintain complete and accurate records
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of the use of development funds provided by Company
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and shall allow Company, or its representative, a certified
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public accountant mutually acceptable to Hwaci and Company,
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during office hours and at reasonable intervals, no more than
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once every 12 months, to inspect and make extracts or copies
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of such records solely for the purpose of ascertaining Hwaci's
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compliance with the objectives and requirements of this agreement.
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<h4>2.3.6 Disaster Planning</h4>
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<p>Hwaci shall maintain backup copies of all
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SQLite source files and documentation, current and historical,
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at at least two separate locations separated from each
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other and from the primary on-line SQLite repository
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by at least 400 kilometers.
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<h4>2.3.7 Trademark</h4>
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<p>Hwaci shall maintain ownership of the SQLite trademark and
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the sqlite.org domain name and shall purchase bandwidth and
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server space for the <a href="http://www.sqlite.org/">
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http://www.sqlite.org/</a> website.
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<h4>2.3.8 No Take-overs or Buy-outs</h4>
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<p>Neither Hwaci nor the SQLite Architect shall relinquish development
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control of SQLite during the term of this Agreement, by acquisition or merger
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or by any other means,
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except with the consent of Company.
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<h4>2.3.9 New Consortium Members</h4>
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<p>New Consortium Members may be accepted into the consortium from
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time to time under identical terms as this agreement, or under
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substantially similar terms that have been approved by existing
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Consortium Members.</p>
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<h4>2.3.10 Adequate Staff</h4>
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Hwaci shall recruit and employ a sufficient number of qualified
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SQLite Developers to easily cover all custom development,
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debugging, and general support service obligations for all
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Consortium Members while still providing ample time for
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the SQLite Developers to engage in general maintenance
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and extension of SQLite.
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<h4>2.3.11 Use Of Funds</h4>
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<p>Hwaci shall use the funds provided hereunder
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solely for the development and maintenance of SQLite as set forth in
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Interest on funds received in advance and held in trust will
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be reinvested and used for the same purposes as the principal.
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<h3>2.4 Responsibilities And Obligations Of Company</h3>
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<h4>2.4.1 Funding</h4>
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<p>Company shall provide funding for the ongoing support and
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maintenance of SQLite as set forth in section 3.0 "Fees".
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<h4>2.4.2 Copyright Disclaimer</h4>
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<p>Company acknowledges that SQLite source code and documentation
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published on the <a href="http://www.sqlite.org/">SQLite website</a>
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is in the public domain and that nothing in this agreement shall change
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<p>In consideration of the performance
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by Hwaci, the SQLite Developers, and the SQLite Architect
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of the obligations described herein,
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Company shall pay Hwaci at least US $75,000 per year in advance
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either annually, quarterly, or monthly, at Company's discretion.</p>
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<h2>4.0 Confidentiality</h2>
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<h3>4.1 Definition of Confidential Information</h3>
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<p>"Confidential Information" means any Company proprietary information,
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technical data, trade secrets or know-how, including, but not limited to,
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research, product plans, products, services, customers, customer lists,
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markets, software, developments, inventions, processes, formulas,
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technology, designs, drawings, engineering, hardware configuration
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information, marketing, finances or other business information
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disclosed by Company either directly or indirectly in writing,
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orally or by drawings or inspection of parts or equipment.</p>
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<h3>4.2 Non-Use and Non-Disclosure.</h3>
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<p>Hwaci shall not, during or subsequent to the term of this Agreement,
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use Company's Confidential Information for any purpose whatsoever
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other than the performance of the Services or disclose
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Company's Confidential Information to any third party. The parties
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acknowledge that Confidential Information will remain the sole
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property of Company. Hwaci shall take all reasonable precautions
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to prevent any unauthorized disclosure of Confidential Information
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including, but not limited to, having each employee or
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consultant of Hwaci, if any, with access to any
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Confidential Information, execute a nondisclosure agreement
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containing provisions in Company's favor substantially similar
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to this Agreement. Confidential Information does not include
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information that: (i) is known to Hwaci at the time of
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disclosure to Hwaci by Company as evidenced by written
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records of Hwaci; (ii) has become publicly known and made
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generally available through no wrongful act of Hwaci; or
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(iii) has been received by Hwaci from a third party who is
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authorized to make such disclosure.</p>
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<h4>4.2.1 Disclosure Required by Law</h4>
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In the event any Confidential Information is required to be disclosed
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by Hwaci under the terms of a valid and effective subpoena or order
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issued by a court of competent jurisdiction, or by a demand or
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information request from an executive or administrative agency
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or other governmental authority, Hwaci shall, unless prohibited
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by the terms of a subpoena, order, or demand, promptly notify
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Company of the existence, terms and circumstances surrounding
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such demand or request, shall consult with Company on the
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advisability of taking legally available steps to resist
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or narrow such demand or request, and, if disclosure of
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such Confidential Information is required, shall exercise
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its reasonable best efforts to narrow the scope of disclosure
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and obtain an order or other reliable assurance that
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confidential treatment will be accorded to such
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Confidential Information. To the extent that Hwaci
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is prohibited from notifying Company of a subpoena,
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order or demand, by the terms of same, Hwaci shall exercise
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its reasonable efforts to narrow the scope of disclosure.</p>
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<h3>4.3 Return of Materials.</h3>
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<p>Upon the termination of this Agreement, or upon Company's
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earlier request, Hwaci shall deliver to Company all of
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Company's property or Confidential Information that Hwaci
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may have in Hwaci's possession or control.</p>
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<h2>5.0 Intellectual Property</h2>
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<h3>5.1 No Assignment</h3>
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<p>Company acknowledges that all copyrightable material, notes,
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records, drawings, designs, inventions, improvements, developments,
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discoveries and trade secrets made, generated, conceived, or
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reduced to practice by Hwaci related to SQLite
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will remain the property of Hwaci. Nothing in this Agreement
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will be construed to transfer any intellectual property right
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of Hwaci to Company.</p>
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<h3>5.2 Availability and Public Domain Dedication</h3>
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<p>The SQLite Developers and Hwaci shall,
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subject to their discretion as to the quality
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and suitability of the SQLite source code and documentation
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for public release, make
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the SQLite source code and documentation
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publicly available as downloadable files
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and make a public statement ceding all intellectual
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property rights, including but not limited to copyright
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and patent rights, in the SQLite source code and documentation
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to the public domain.
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To the extent that the SQLite Developers and Hwaci
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elect not to release the SQLite
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source code and documentation
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publicly, they shall provide copies thereof to
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Company and hereby grants to Company, under all of the
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SQLite Developers' and Hwaci's
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including but not limited to copyright and patent rights,
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in and to the SQLite source code and documentation,
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perpetual, irrevocable,
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worldwide, non-exclusive, sublicenseable license to use,
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copy, prepare derivative works of, publicly perform and
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display the SQLite source code and documentation
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and derivative works thereof.</p>
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<h3>5.3 Trademark</h3>
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<p>Hwaci shall use the name "SQLite" only to apply to the
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publicly available project known by such name as of the
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Effective Date. Hwaci may in its discretion file such
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trademark applications or registrations as it deems
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appropriate to protect or record its rights therein,
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and may set such policies as it deems appropriate for
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licensing the use of the trademark.</p>
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<h2>6.0 Representations And Warranties</h3>
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<h3>6.1 Intellectual Property Clearances.</h3>
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<p>Hwaci hereby represents and warrants that Hwaci shall
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enter into agreements with the SQLite Developers sufficient
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to enable Hwaci to undertake the obligations of Section 5.</p>
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<h3>6.2 Disclaimer.</h3>
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<p>THE WORK PRODUCT AND ALL MATERIAL PROVIDED BY HWACI AND
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COMPANY ARE PROVIDED "AS IS." NEITHER PARTY MAKES ANY
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REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER ORAL
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OR WRITTEN, WHETHER EXPRESS, IMPLIED, OR ARISING BY STATUTE,
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CUSTOM, COURSE OF DEALING OR TRADE USAGE, WITH RESPECT TO
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THE SUBJECT MATTER HEREOF, IN CONNECTION WITH THIS AGREEMENT.
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EACH PARTY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED
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WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY,
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FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.</p>
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<h2>7.0 Term And Termination</h2>
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<p>This Agreement will commence on the Effective Date and
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will continue until 12 months after the Effective Date.
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Thereafter, the parties may by mutual consent renew
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this Agreement subject to agreement on fees to be paid by
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Company for sponsorship for additional periods.</p>
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<h3>7.2 Termination.</h3>
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<p>If either party materially defaults in the performance
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of any of its material obligations hereunder and if any
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such default is not corrected within 30 days after notice
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in writing, then the non-defaulting party, at its option,
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may, in addition to any other remedies it may have, thereupon
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terminate this Agreement by giving written notice of
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termination to the defaulting party.</p>
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<h3>7.3 Survival.</h3>
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<p>Upon such termination all rights and duties of the
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parties toward each other will cease except:
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Sections 4 (Confidentiality), 5 (Intellectual Property),
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and 8 (Miscellaneous) will survive termination of this Agreement.</p>
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<h2>8. Miscellaneous</h2>
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<h3>8.1 Nonassignment/Binding Agreement.</h3>
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<p>The parties acknowledge that the unique nature of
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Hwaci's services are substantial consideration for the
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parties' entering into this Agreement. Neither this
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Agreement nor any rights under this Agreement may be
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assigned or otherwise transferred by Hwaci, in whole
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or in part, whether voluntarily or by operation of law,
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without the prior written consent of Company, which
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consent will not be unreasonably withheld.
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Subject to the foregoing, this Agreement will be binding
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upon and will inure to the benefit of the parties and
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their respective successors and assigns. Any assignment
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in violation of the foregoing will be null and void.</p>
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<h3>8.2 Notices.</h3>
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<p>Any notice required or permitted under the terms of
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this Agreement or required by law must be in writing
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and must be: (a) delivered in person; (b) sent by first
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class registered mail, or air mail, as appropriate; or
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(c) sent by overnight air courier, in each case properly
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posted and fully prepaid to the appropriate address set
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forth in the preamble to this Agreement. Either party
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may change its address for notice by notice to the other
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party given in accordance with this Section. Notices
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will be considered to have been given at the time of
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actual delivery in person, three business days after
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deposit in the mail as set forth above, or one day after
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delivery to an overnight air courier service.</p>
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<p>Any waiver of the provisions of this Agreement or
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of a party's rights or remedies under this Agreement
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must be in writing to be effective. Failure, neglect,
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or delay by a party to enforce the provisions of this
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Agreement or its rights or remedies at any time, will
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not be construed as a waiver of such party's rights
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under this Agreement and will not in any way affect
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the validity of the whole or any part of this Agreement
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or prejudice such party's right to take subsequent action.
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No exercise or enforcement by either party of any right
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or remedy under this Agreement will preclude the
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enforcement by such party of any other right or remedy
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under this Agreement or that such party is entitled by
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<h3>8.4 Severability.</h3>
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<p>If any term, condition, or provision in this Agreement
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is found to be invalid, unlawful or unenforceable to
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any extent, the parties shall endeavor in good faith
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to agree to such amendments that will preserve, as far
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as possible, the intentions expressed in this Agreement.
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If the parties fail to agree on such an amendment,
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such invalid term, condition or provision will be
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severed from the remaining terms, conditions and
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provisions, which will continue to be valid and
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enforceable to the fullest extent permitted by law.</p>
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<h3>8.5 Integration.</h3>
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<p>This Agreement contains the entire agreement of the
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parties with respect to the subject matter of this
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Agreement and supersedes all previous communications,
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representations, understandings and agreements,
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either oral or written, between the parties with
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respect to said subject matter. This Agreement
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may not be amended, except by a writing signed by both parties.</p>
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<h3>8.6 Counterparts.</h3>
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<p>This Agreement may be executed in counterparts,
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each of which so executed will be deemed to be an
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original and such counterparts together will constitute
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one and the same agreement.</p>
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<h3>8.7 Governing Law.</h3>
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<p>This Agreement will be interpreted and construed in
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accordance with the laws of the State of North Carolina
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and the United States of America, without regard to
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conflict of law principles. All disputes arising out
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of this Agreement will be subject to the exclusive
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jurisdiction of the state and federal courts located in
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North Carolina, and each party hereby consents to the
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personal jurisdiction thereof.</p>
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<h3>8.8 Independent Contractors.</h3>
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<p>It is the intention of the parties that Hwaci is an
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independent contractor. Nothing in this Agreement will
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in any way be construed to constitute Hwaci or any of
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its employees as an agent, employee or representative
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<h2>9.0 Signatures</h2>
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<p>The parties have executed this Agreement below to
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indicate their acceptance of its terms.</p>
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