📄 consortium_agreement-20071201.html
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<html><head><title>SQLite Consortium Agreement</title></head><body bgcolor="white"><h1 align="center">SQLite Consortium Agreement</h1><p>This SQLite Consortium Agreement ("Agreement") is made andentered into as of the _____ day of ______________, 2007 ("Effective Date")by and between ___________________ (the "Company"), andHipp, Wyrick & Company, Inc., a Georgia Corporation withheadquarters at 6200 Maple Cove Lane, Charlotte, NC ("Hwaci").</p><p>WHEREAS, Hwaci is the developer of a serverless, embeddable, publicdomain SQL database engine available at <a href="http://www.sqlite.org/">http://www.sqlite.org/</a>("SQLite"); and</p><p>WHEREAS, Company wishes to support the independent development of the SQLite database engine to insure the continuing reliability, vitality, and independence of SQLite, and in connection therewith,Company wishes to provide funds for ongoing research, development, and maintenance of the SQLite code base, operation of the SQLite website, protection and maintenance of the SQLitetrademark, as well as for promotion of SQLite at conferences andtrade shows; and</p><p>WHEREAS, Company wishes to receive benefits in the form ofservices from Hwaci in consideration for their support of SQLite; and</b><p>WHEREAS, Company and Hwaci each wish SQLite to be supported and maintained as an independent, community-driven project, and to ensure the SQLite development team remains independent.</p><p>NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:</p><h2>1.0 Definitions</h2><h3>1.1 SQLite Developers</h3><p>The "SQLite Developers" are the employees or contractors of Hwaci engaged in the development of SQLite, including without limitation the SQLite Architect.</p><h3>1.2 SQLite Architect</h3><p>The "SQLite Architect" is the SQLite Developer with ultimate responsibility and authority over changes and maintenance of the SQLite code. The current SQLite Architect is the original designerand developer of SQLite, D. Richard Hipp. Hwaci may change the SQLite Architect from time to time upon approval by Company.</p><h3>1.3 Consortium Member</h3><p>A "Consortium Member" is a company or organization, includingbut not limited to Company, which has entered into an agreementwith Hwaci which is substantially similar to this Agreement.</p><h2>2.0 Agreement<h2><h3>2.1 Responsibilities And Obligations Of SQLite Developers</h3><h4>2.1.1 General Support</h4><p>The SQLite Developers shall provide, without limit,timely and accurate answers, advice, and instructionin response to questions and comments from Company about SQLitesubmitted by email or by telephone at any time day or night.</p><h4>2.1.2 Debugging Support</h4>The SQLite Developers shall at Company's request provideCompany with direct assistancein debugging applications that are built upon or use SQLite.The combined time for Debugging Support and CustomDevelopment for Company is limited to 330 hours per year.</p><h4>2.1.3 Custom Development</h4><p>The SQLite Developers shall at the request of Companywrite new extensions or enhancementsto SQLite according to Company's specifications. These extensionsand enhancements may be proprietary to Company or open source orwith the consent of both Company and the SQLite Architect maybe folded into the public domain SQLite source tree.The time devoted to Custom Development for Company is limited 220 hoursper year.</p><h4>2.1.4 Custom Builds</h4>The SQLite Developers shall at Company's request provide Companywith specialized builds of SQLite according to Company's specifications.</p><h4>2.1.5 Legacy Support</h4><p>The SQLite Developers shall at Company's request provide supportand bug-fix patches for any historical version of SQLite.</p><h4>2.1.6 Custom Testing</h4><p>The SQLite Developers shall at Company's request set up and runacceptance tests according Company's specifications that are specifically designed to exercise SQLite as configured and used by Company.These acceptance tests shall be run and shall pass prior to any releaseof SQLite.</p><h4>2.1.7 Priority Bug Fixes</h4><p>The SQLite Developers shall assign highest priority to fixing bugsin SQLite that are reported by Company or in which Company hasexpressed a specific interest.</p><h4>2.1.8 Code Quality</h4><p>The SQLite Developers shall at all times keep the SQLite source code well commented and documented and clearly structured and organized so that an experienced and competent programmer canunderstand it and support it after no more than a few months of study.</p><h4>2.1.9 Backwards Compatibility</h4><p>The SQLite Developers recognize that Company uses SQLite in mission-critical applications and therefore shall work diligently to ensure continuing bug-free correct operation and backwards compatibility with prior releases.</p><h4>2.1.10 Test Coverage</h4><p>The SQLite Developers shall maintain the SQLite test suite suchthat no less than 95% source code coverage is provided.</p><h4>2.1.11 Website</h4><p>The SQLite Developers shall maintain the SQLite website at<a href="http://www.sqlite.org/">http://www.sqlite.org/</a>in good working order and all SQLite source code shall be made freely available at such website. </p><h3>2.2 Responsibilities And Obligations Of The SQLite Architect</h3><h4>2.2.1 Private Briefings</h4><p>The SQLite Architect shall, at the request of Company, provide Company with private notification and briefingsof any new bugs or new features in SQLite that might effect Company's products.</p><h4>2.2.2 Direction</h4><p>The SQLite Architect shall coordinate the activities of SQLiteDevelopers and shall publish from time to time a roadmap ofproposed future changes and enhancements to SQLite.</p><h4>2.2.3 Oversight</h4><p>The SQLite Architect shall personally review all changes to the SQLite Source Code and take responsibility for the quality and correctness of those changes.</p><h4>2.2.4 Continuity</h4><p>The initial SQLite Architect shall be the original developerof SQLite, D. Richard Hipp. The role of SQLite Architect shallnot be assigned to another during the term of this Agreement except due to the disability of Dr. Hipp and with approval of Company.</p><h3>2.3 Responsibilities And Obligations Of Hwaci</h3><h4>2.3.1 Employer</h4><p>Hwaci shall act as the employer of the SQLite Developers andSQLite Architect and shall make all tax and legal filingsand tax withholding required by employers. Hwaci shall provideCompany with W-9 information upon request.</p><h4>2.3.2 Responsible Party</h4><p>All obligations of the SQLite Developers set forth in thisagreement are deemed obligations of Hwaci. Hwaci shall recruit, employ, and supervise SQLite Developers in such a way that theresponsibilities and obligations of the SQLite Developers set forth in this agreement are upheld.</p><h4>2.3.3 Multiple Developers</h4><p>Hwaci shall recruit and employ as many SQLite Developers for asmany hours as can be reasonably achieved using the funds received from Consortium Members under this agreement.So that support for SQLite will not be interrupted by thedisability or withdrawal of any one SQLite Developer, Hwaci willkeep at least two knowledgeable and competent SQLite Developerson staff.</p><h4>2.3.4 Mentorship</h4><p>Hwaci shall work to encourage independent programmers from around the worldto become familiar with SQLite internals so that there will be apool of talent able to support SQLite in the future.</p><h4>2.3.5 Audits</h4><p>Hwaci shall keep and maintain complete and accurate recordsof the use of development funds provided by Companyand shall allow Company, or its representative, a certified public accountant mutually acceptable to Hwaci and Company, during office hours and at reasonable intervals, no more than once every 12 months, to inspect and make extracts or copiesof such records solely for the purpose of ascertaining Hwaci's compliance with the objectives and requirements of this agreement.</p><h4>2.3.6 Disaster Planning</h4><p>Hwaci shall maintain backup copies of allSQLite source files and documentation, current and historical,at at least two separate locations separated from eachother and from the primary on-line SQLite repositoryby at least 400 kilometers.</p><h4>2.3.7 Trademark</h4><p>Hwaci shall maintain ownership of the SQLite trademark andthe sqlite.org domain name and shall purchase bandwidth andserver space for the <a href="http://www.sqlite.org/">http://www.sqlite.org/</a> website.</p><h4>2.3.8 No Take-overs or Buy-outs</h4><p>Neither Hwaci nor the SQLite Architect shall relinquish developmentcontrol of SQLite during the term of this Agreement, by acquisition or merger or by any other means,except with the consent of Company.</p><h4>2.3.9 New Consortium Members</h4><p>New Consortium Members may be accepted into the consortium fromtime to time under identical terms as this agreement, or undersubstantially similar terms that have been approved by existingConsortium Members.</p><h4>2.3.10 Adequate Staff</h4>Hwaci shall recruit and employ a sufficient number of qualifiedSQLite Developers to easily cover all custom development,debugging, and general support service obligations for allConsortium Members while still providing ample time forthe SQLite Developers to engage in general maintenanceand extension of SQLite.</p><h4>2.3.11 Use Of Funds</h4><p>Hwaci shall use the funds provided hereundersolely for the development and maintenance of SQLite as set forth inthis Agreement.Interest on funds received in advance and held in trust willbe reinvested and used for the same purposes as the principal.</p><h3>2.4 Responsibilities And Obligations Of Company</h3><h4>2.4.1 Funding</h4><p>Company shall provide funding for the ongoing support andmaintenance of SQLite as set forth in section 3.0 "Fees".</p><h4>2.4.2 Copyright Disclaimer</h4><p>Company acknowledges that SQLite source code and documentationpublished on the <a href="http://www.sqlite.org/">SQLite website</a>is in the public domain and that nothing in this agreement shall changethat fact.</p><h2>3.0 Fees</h2><p>In consideration of the performanceby Hwaci, the SQLite Developers, and the SQLite Architectof the obligations described herein,Company shall pay Hwaci at least US $75,000 per year in advanceeither annually, quarterly, or monthly, at Company's discretion.</p><h2>4.0 Confidentiality</h2>⌨️ 快捷键说明
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