PLCrashReporter

PLCrashReporter Consortium Agreement

This PLCrashReporter Consortium Agreement ("Agreement") is made and entered into by and between the agreement purchaser ("Company") and Plausible Labs Cooperative, Inc., a California Cooperative Corporation ("Plausible").

WHEREAS, Plausible is the developer of a in-process open-source crash reporting library available at https://www.plcrashreporter.org ("PLCrashReporter"); and

WHEREAS, Company wishes to support ongoing independent research and development of the PLCrashReporter library to insure its continuing reliability, advancement, and independence; and

WHEREAS, Company wishes to receive benefits in the form of services from Plausible in consideration for their support of PLCrashReporter; and

WHEREAS, Company and Plausible each wish PLCrashReporter to be supported and maintained as a community-driven project.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1.0 Definitions

1.1 Project Developers

The "Project Developers" are the employees or contractors of Plausible engaged in the development of PLCrashReporter, including without limitation the Project Architect.

1.2 Project Architect

The "Project Architect" is the Project Developer with ultimate responsibility and authority over changes and maintenance of the PLCrashReporter code. The current Project Architect is the original designer and developer of PLCrashReporter, Landon Fuller. Plausible may change the Project Architect from time to time upon approval by Company.

1.3 Consortium Member

A "Consortium Member" is a company or organization, including but not limited to Company, which has entered into an agreement with Plausible which is substantially similar to this Agreement.

2.0 Agreement

2.1 Responsibilities And Obligations Of Project Developers

2.1.1 General Support

The Project Developers shall provide timely and accurate answers, advice, and instruction in response to questions and comments from Company about PLCrashReporter submitted by email or by telephone. Requests will be answered within one business day. In addition, the Project Developers shall provide one emergency support response per year, where requests will be answered within one day during weekends and holidays.

2.1.2 Debugging Support

The Project Developers shall at Company's request provide Company with direct assistance in debugging applications, libraries, or server systems that are built upon or use PLCrashReporter. The combined time for Debugging Support and Custom Development for Company is limited to 75 hours per year.

2.1.3 Custom Development

The Project Developers shall at the request of Company write new extensions or enhancements to PLCrashReporter according to Company's specifications. These extensions and enhancements may be proprietary to Company, open source -- or with the consent of both Company and the Project Architect -- may be folded into the open-source PLCrashReporter source tree. The time devoted to Custom Development for Company is limited 40 hours per year.

2.1.4 Custom Builds

The Project Developers shall at Company's request provide Company with specialized builds of PLCrashReporter according to Company's specifications.

2.1.5 Legacy Support

The Project Developers shall at Company's request provide support and bug-fix patches for any version of PLCrashReporter released in the previous three years

2.1.6 Custom Testing

The Project Developers shall at Company's request set up and run acceptance tests according Company's specifications that are specifically designed to exercise PLCrashReporter as configured and used by Company. These acceptance tests shall be run and shall pass prior to any release of PLCrashReorter.

2.1.7 Priority Bug Fixes

The Project Developers shall assign highest priority to fixing bugs in PLCrashReporter that are reported by Company or in which Company has expressed a specific interest.

2.1.8 Code Quality

The Project Developers shall at all times keep the PLCrashReporter source code well commented and documented and clearly structured and organized so that an experienced and competent programmer can understand it and support it after no more than a few months of study.

2.1.9 Backwards Compatibility

The Project Developers recognize that Company uses PLCrashReporter in mission-critical applications and therefore shall work diligently to ensure continuing bug-free correct operation and backwards compatibility with prior releases and data formats.

2.1.10 Website

The Project Developers shall maintain the PLCrashReporter website at https://www.plcrashreporter.org in good working order, and all PLCrashReporter source code shall be made freely available at such website.

2.2 Responsibilities And Obligations Of The Project Architect

2.2.1 Private Briefings

The Project Architect shall, at the request of Company, provide Company with private notification and briefings of any new bugs or new features in PLCrashReporter that might affect Company's products.

2.2.2 Direction

The Project Architect shall coordinate the activities of Project Developers and shall publish from time to time a roadmap of proposed future changes and enhancements to PLCrashReporter.

2.2.3 Oversight

The Project Architect shall personally review all changes to the PLCrashReporter Source Code and take responsibility for the quality and correctness of those changes.

2.3 Responsibilities And Obligations Of Plausible

2.3.1 Employer

Plausible shall act as the employer of the Project Developers and Project Architect and shall make all tax and legal filings and tax withholding required by employers. Plausible shall provide Company with W-9 information upon request.

2.3.2 Responsible Party

All obligations of the Project Developers set forth in this agreement are deemed obligations of Plausible. Plausible shall recruit, employ, and supervise Project Developers in such a way that the responsibilities and obligations of the Project Developers set forth in this agreement are upheld.

2.3.3 Multiple Developers

Plausible shall recruit and employ as many Project Developers for as many hours as can be reasonably achieved using the funds received from Consortium Members under this agreement. So that support for PLCrashReporter will not be interrupted by the disability or withdrawal of any one Project Developer, Plausible will keep at least two knowledgeable and competent PLCrashReporter Developers on staff.

2.3.4 Mentorship

Plausible shall work to encourage independent programmers to become familiar with PLCrashReporter internals so that there will be a pool of talent able to support PLCrashReporter in the future.

2.3.6 Disaster Planning

Plausible shall maintain backup copies of all PLCrashReporter source files and documentation, current and historical, at at least two separate locations separated from each other and from the primary on-line PLCrashReporter repository.

2.3.7 Trademark

Plausible shall maintain ownership of the PLCrashReporter trademark and related domain names.

2.3.8 No Take-overs or Buy-outs

Neither Plausible nor the Project Architect shall relinquish development control of PLCrashReporter during the term of this Agreement, by acquisition or merger or by any other means, except with the consent of Company.

2.3.9 New Consortium Members

New Consortium Members may be accepted into the consortium from time to time under identical or similar terms as this agreement.

2.3.10 Adequate Staff

Plausible shall recruit and employ a sufficient number of qualified Project Developers to easily cover all custom development, debugging, and general support service obligations for all Consortium Members while still providing ample time for the Project Developers to engage in general maintenance and extension of PLCrashReporter.

2.3.11 Use Of Funds

Plausible shall use the funds provided hereunder solely for the development and maintenance of PLCrashReporter and related open source technologies as set forth in this Agreement. Interest on funds received in advance and held in trust will be reinvested and used for the same purposes as the principal.

2.4 Responsibilities And Obligations Of Company

2.4.1 Funding

Company shall provide funding for the ongoing support and maintenance of PLCrashReporter as set forth in section 3.0 "Fees".

2.4.2 Copyright Disclaimer

Company acknowledges that PLCrashReporter source code and documentation published on the PLCrashReporter website is open source, subject to the copyright of its contributors, and that nothing in this agreement shall change that fact.

3.0 Fees

In consideration of the performance by Plausible, the Project Developers, and the Project Architect of the obligations described herein, Company shall pay Plausible at least US $35,000 per year in advance, anually.

4.0 Confidentiality

4.1 Definition of Confidential Information

"Confidential Information" means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed by Company either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.

4.2 Non-Use and Non-Disclosure.

Plausible shall not, during or subsequent to the term of this Agreement, use Company's Confidential Information for any purpose whatsoever other than the performance of the Services or disclose Company's Confidential Information to any third party. The parties acknowledge that Confidential Information will remain the sole property of Company. Hwaci shall take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information including, but not limited to, having each employee or consultant of Plausible, if any, with access to any Confidential Information, execute a nondisclosure agreement containing provisions in Company's favor substantially similar to this Agreement.

Confidential Information does not include information that: (i) is known to Plausible at the time of disclosure to Plausible by Company as evidenced by written records of Plausible; (ii) has become publicly known and made generally available through no wrongful act of Plausible; or (iii) has been received by Plausible from a third party who is authorized to make such disclosure.

4.2.1 Disclosure Required by Law

In the event any Confidential Information is required to be disclosed by Plausible under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, or by a demand or information request from an executive or administrative agency or other governmental authority, Hwaci shall, unless prohibited by the terms of a subpoena, order, or demand, promptly notify Company of the existence, terms and circumstances surrounding such demand or request, shall consult with Company on the advisability of taking legally available steps to resist or narrow such demand or request, and, if disclosure of such Confidential Information is required, shall exercise its reasonable best efforts to narrow the scope of disclosure and obtain an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information. To the extent that Plausible is prohibited from notifying Company of a subpoena, order or demand, by the terms of same, Plausible shall exercise its reasonable efforts to narrow the scope of disclosure.

4.3 Return of Materials.

Upon the termination of this Agreement, or upon Company's earlier request, Plausible shall deliver to Company all of Company's property or Confidential Information that Plausible may have in Plausible's possession or control.

5.0 Intellectual Property

5.1 No Assignment

Company acknowledges that all copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets made, generated, conceived, or reduced to practice by Plausible related to PLCrashReporter will remain the property of Plausible. Nothing in this Agreement will be construed to transfer any intellectual property right of Plausible to Company.

5.2 Availability and Open Source

The Project Developers and Plausible shall, subject to their discretion as to the quality and suitability of the PLCrashReporter source code and documentation for public release, make the PLCrashReporter source code and documentation publicly available as downloadable files and make a public statement licensing all intellectual property rights, including but not limited to copyright and patent rights, in the PLCrashReporter source code and documentation, under a non-restrictive open source license. To the extent that the Project Developers and Plausible elect not to release the PLCrashReporter source code and documentation publicly, they shall provide copies thereof to Company and hereby grants to Company, under all of the Project Developers' and Plausible's rights including but not limited to copyright and patent rights, in and to the PLCrashReporter source code and documentation, perpetual, irrevocable, worldwide, non-exclusive, sublicenseable license to use, copy, prepare derivative works of, publicly perform and display the PLCrashReporter source code and documentation and derivative works thereof.

5.3 Trademark

Plausible Labs shall use the names "PLCrashReporter" and "Plausible Crash Reporter" only to apply to the publicly available project known by such name as of the Effective Date. Plausible may in its discretion file such trademark applications or registrations as it deems appropriate to protect or record its rights therein, and may set such policies as it deems appropriate for licensing the use of the trademark.

6.0 Representations And Warranties

6.1 Intellectual Property Clearances.

Plausible hereby represents and warrants that Plausible shall enter into agreements with the Project Developers sufficient to enable Plausible to undertake the obligations of Section 5.

6.2 Disclaimer.

THE WORK PRODUCT AND ALL MATERIAL PROVIDED BY PLAUSIBLE AND COMPANY ARE PROVIDED "AS IS." NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, OR ARISING BY STATUTE, CUSTOM, COURSE OF DEALING OR TRADE USAGE, WITH RESPECT TO THE SUBJECT MATTER HEREOF, IN CONNECTION WITH THIS AGREEMENT. EACH PARTY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.0 Term And Termination

7.1 Term.

This Agreement will commence on the Effective Date and will continue until 12 months after the Effective Date. Thereafter, the parties may by mutual consent renew this Agreement subject to agreement on fees to be paid by Company for sponsorship for additional periods.

7.2 Termination.

If either party materially defaults in the performance of any of its material obligations hereunder and if any such default is not corrected within 30 days after notice in writing, then the non-defaulting party, at its option, may, in addition to any other remedies it may have, thereupon terminate this Agreement by giving written notice of termination to the defaulting party.

7.3 Survival.

Upon such termination all rights and duties of the parties toward each other will cease except: Sections 4 (Confidentiality), 5 (Intellectual Property), and 8 (Miscellaneous) will survive termination of this Agreement.

8. Miscellaneous

8.1 Nonassignment/Binding Agreement.

The parties acknowledge that the unique nature of Plausible's services are substantial consideration for the parties' entering into this Agreement. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Plausible, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Company, which consent will not be unreasonably withheld. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void.

8.2 Notices.

Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be: (a) delivered in person; (b) sent by first class registered mail, or air mail, as appropriate; or (c) sent by overnight air courier, in each case properly posted and fully prepaid to the appropriate address set forth in the preamble to this Agreement. Either party may change its address for notice by notice to the other party given in accordance with this Section. Notices will be considered to have been given at the time of actual delivery in person, three business days after deposit in the mail as set forth above, or one day after delivery to an overnight air courier service.

8.3 Waiver.

Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of such party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party's right to take subsequent action. No exercise or enforcement by either party of any right or remedy under this Agreement will preclude the enforcement by such party of any other right or remedy under this Agreement or that such party is entitled by law to enforce.

8.4 Severability.

If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

8.5 Integration.

This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. This Agreement may not be amended, except by a writing signed by both parties.

8.6 Counterparts.

This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement.

8.7 Governing Law.

This Agreement will be interpreted and construed in accordance with the laws of the State of California and the United States of America, without regard to conflict of law principles. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in California, and each party hereby consents to the personal jurisdiction thereof.

8.8 Independent Contractors.

It is the intention of the parties that Plausible is an independent contractor. Nothing in this Agreement will in any way be construed to constitute Plausible or any of its employees as an agent, employee or representative of Company.