XML.ORG Sponsorship Agreement

XML.org SPONSORSHIP AGREEMENT

SPONSOR OASIS

OASIS

12 Andover Road

Billerica, MA 01821

USA

This XML.org Sponsorship Agreement is entered into by and between ____________________ __ (“the Sponsor”) and OASIS (“OASIS”). The parties agree as follows:

XML.org (http:// xml.org) is an industry web portal operated by OASIS, the Organization for the Advancement of Structured Information Standards. XML.org is a source of accurate and timely information about the application of XML in industrial and commercial settings, and offers a registry and repository service for XML specifications such as vocabularies, DTDs, schemas, and namespaces.

XML.org is funded by a select group of OASIS Sponsors who participate in the OASIS “XML.org Sponsorship Program”. The Sponsors, known as “Partners” and “Affiliates,” are committed to establishing an open, distributed system for enabling the use of XML in electronic commerce and other industrial applications.

XML.org Sponsors will be in the unique and highly desirable position of being closely aligned with XML.org and will be viewed by new and existing XML users as a primary and credible source for information, products and services.

This standard “Sponsorship Agreement” is intended to document the rights and obligations of XML.org Sponsors. No new XML.org Sponsor will receive any benefit that is not within the then-current standard Sponsorship Agreement conveyed to all prospective Sponsors on a non-discriminatory basis.

By the Sponsor’s signature below, and OASIS’ written acceptance of this agreement, the Sponsor is entering into a legal agreement with OASIS that contains all of the terms and conditions below and governs the Sponsor’s participation in the OASIS Sponsorship Program.

The following sets forth the general rights and obligations associated with obtaining sponsorship status in XML.org:

Sponsorship Benefits:

Subject to the terms of this Agreement:

1. The Sponsor will have the right to be designated as an XML.org “Sponsoring Organization”, and will have the right to have its logos prominently featured at XML.org, on a rotating basis, with the logos of other Sponsoring Organizations.. Oasis shall utilize the logos in the form provided by Sponsor and will use reasonable efforts to further modify the logo in accordance with Sponsor’s request. The Sponsor will have rights to use the XML.org logo on its marketing materials, including its web site.

2. The Sponsor will have the right to procure targeted banner ads on XML.org tied to repository queries and results.

3. The Sponsor will have advance opportunity to sponsor XML.org events and meetings.

4. The Sponsor will be entitled to one seat on the XML.org Steering Committee and will be entitled to participate in all XML.org Steering Committee discussions and decisions.

5. The Sponsor may post XML-related press releases of any length on XML.org. Press releases will remain posted for two months on the main News page. After that time, they will be stored on the XML.org News Archive Page.

6. The Sponsor will be offered visibility through occasional opportunities for corporate quotations in XML.org press releases, articles and other promotional materials.

7. The Sponsor will have the right to be listed in XML.org press releases and public relations materials, in accordance with Sponsor and OASIS’ corporate public relations policies.

8. The Sponsor will be entitled to post company and product descriptions on XML.org with a link to the company’s home page.

9. The Sponsor will receive preferred placement for speaking opportunities at OASIS co-sponsored or co-hosted industry events.

10. The Sponsor will be offered visibility through OASIS public relations efforts.

Sponsorship Responsibilities and further Sponsorship Benefits:

Subject to the terms of the Agreement:

1. The Sponsor (or its delegates) will be entitled to attend quarterly meetings of the XML.org Steering Committee. The Sponsor will be entitled to participate in other teleconferences as they are scheduled.

2. The Sponsor will be required to pay to OASIS an annual XML.org contribution set by the Steering Committee (and adjusted annually) within 60 days of the execution of this agreement. As only Sponsor-Level Members of OASIS are eligible to sponsor XML.org, this contribution is in addition to base OASIS Membership fees.

There will be two levels of XML.org sponsors. An XML.org “Partner” will be an entity with annual revenues in excess of or equivalent to US $250 Million. The initial annual contribution for an XML.org Partner will be US $100,000. A XML.org “Affiliate” is an entity with annual revenues less than US $250 Million. The initial annual contribution for an XML.org Affiliate will be US $25,000. Fees shall be payable annually, in advance, with the first annual payment due upon execution of this Agreement.

3. The Sponsor will be entitled to identify itself as XML.org Sponsor on all promotional materials at industry events.

4. The Sponsor will be entitled to identify itself as XML.org Sponsor when speaking at industry events.

5. The Sponsor will be entitled to participate in recruiting efforts related to the expansion of the XML.org membership community.

Term and Termination of Contract:

The term of this Agreement shall begin on the date both parties of this Agreement agree on and shall end one (1) year thereafter unless earlier terminated by either party. Upon expiration of the initial one (1)-year term, this Agreement shall renew automatically for successive one (1)-year periods; unless earlier terminated by either party upon thirty (30) days written notice to the other party prior to the end of the then-current term.

The Sponsor may terminate this Agreement upon thirty (30) days written notice at any time for any or no reason by giving the other party written notice of termination. Either the Sponsor or OASIS may terminate this Agreement upon thirty (30) days written notice at any time in the event of an uncured Material breach of this Agreement. Within one week after termination (whether by the Sponsor or OASIS), the Sponsor must remove all XML.org links from its site and other product materials and otherwise cease producing new materials containing the XML.org Trademarks. There will be no refund of fees upon termination.

Additional Terms

1. OASIS will provide to the Sponsor links that the Sponsor may place on its site and through which users of its site may access and use a designated OASIS site. The Sponsor may display any of the links it chooses, in any of the formats provided by OASIS, on any or as many areas or pages of the Sponsor’s site as the Sponsor wishes. The Sponsor may not reformat or otherwise change the links without the prior written consent of OASIS. In addition, any use of the links is subject to OASIS’ Linking and Trademark Guidelines attached as Appendix A. Sponsor shall use reasonable efforts to comply with such Guidelines as they are modified by Oasis from time to time.

2. OASIS grants to the Sponsor a nonexclusive right to use the OASIS links and such other phrases, logos, names, trademarks, service marks, and images (collectively, the "Trademarks") for which OASIS grants express permission, for the purpose of participating in the Sponsorship Program described herein. The Sponsor may not modify a link or any other text or images supplied by OASIS in connection with the Sponsorship Program. Any use of the Trademarks is subject to OASIS’ then current Linking and Trademark Guidelines. OASIS reserves all rights in and to the links, the Trademarks, and any other intellectual property rights that OASIS provides, licenses, or uses.

3. OASIS will make available to the Sponsor a small graphic image that the Sponsor may use to identify itself as an XML.org Partner or Affiliate. OASIS may modify the text or graphic image of this notice from time to time. In addition, OASIS encourages (but does not require) the Sponsor to include a special link on the Sponsor´s site to the OASIS home page at http://www.oasis-open.com. Oasis shall make available to Sponsors pre-approved standard language announcing their participation as a XML.org sponsor. Any press release or announcement relating specifically and primarily to the participation as a XML.org sponsor must be either in the form of the pre-approved standard language or must be pre-approved by Oasis.

4. The Sponsor is solely responsible for the development, operation, and maintenance of its site, and for all materials and content that appear on its site, and all products or services provided by the Sponsor. XML.org will not be responsible for any of the foregoing. Subject to section 6 of the Additional Terms below, Sponsor agrees to indemnify and hold XML.org harmless from all damages, claims, fees (including attorneys' fees), and expenses relating to any of the foregoing, including without limitation the development, operation, or maintenance of Sponsor’s site or distribution or use of any content or materials not provided by OASIS or any other third party. The Sponsor and OASIS are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales relationship, or employment relationship between the Sponsor and OASIS. The Sponsor understands that it does not have authority to make or accept any offers or make any representations on behalf of OASIS. The Sponsor may not make any statement, whether on the Sponsor’s site or otherwise, that would contradict anything in this section.

5. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, OASIS MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SPONSORSHIP PROGRAM, THE XML.ORG LINKS AND TRADEMARKS, AND ANY OTHER SERVICE PROVIDED BY OASIS HEREUNDER, AND ANY OTHER SERVICE, CONTENT, TOOLS, OR RELATED DOCUMENTS OR MATERIALS (IN ELECTRONIC FORM OR OTHERWISE) PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, OASIS EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, AVAILABILITY, FUNCTIONALITY, OR ANY OTHER ASPECT OF ANY XML.ORG SITE. The Sponsor understands that the operation and/or use of the XML.org links or the XML.org sites may not be uninterrupted or error free, and that the results obtained through use of the foregoing may have errors or omissions. The Sponsor agrees that OASIS will not be liable for any interruptions or errors relating to OASIS. The provisions of this Section survive termination or expiration of the Agreement.

6. Each party WILL NOT BE LIABLE FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR ANY OTHER DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE XML.ORG SPONSORSHIP PROGRAM, EVEN IF the other party HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING LOSS OF DATA OR LOSS OR INTERRUPTION OF SERVICES OR COMMUNICATIONS. FURTHER, (i)OASIS’ AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT WILL UNDER NO CIRCUMSTANCES EXCEED THE PRO-RATA PORTION OF ANNUAL FEES RECEIVED HEREUNDER BY OASIS ATTRIBUTABLE TO THE REMAINING PERIOD OF THE THEN-CURRENT ANNUAL TERM OF THIS AGREEMENT; and (ii) SPONSOR’s AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT (WITH THE EXCEPT OF LIABILITY ARISING UNDER SECTION 4 OF THE ADDITIONAL TERMS) WILL UNDER NO CIRCUMSTANCES EXCEED THE ANNUAL FEES DUE TO OASIS HEREUNDER BUT UNPAID. THE PROVISIONS OF THIS SECTION SHALL SURVIVE TERMINATION OR EXPIRATION OF THE AGREEMENT.

7. This Agreement shall be governed by the laws of the State of New York, exclusive of its conflicts of law rules. Any dispute hereunder shall be resolved in a proceeding before, and subject to the rules of, the American Arbitration Association in New York, New York.

8. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof. This Agreement may not be modified except in writing signed by both parties hereto.

OASIS/xml.org XML.org Sponsor: ________________________

By: _________________________ By: ________________________

Print: _________________________ Print: ________________________

Title: _________________________ Title: ________________________

Effective Date: ___________________ Effective Date: ________________________

APPENDIX A

XML.org Linking and Trademark Policies

1. The Sponsor may use the Trademark solely for the purpose authorized by OASIS.

2. The Sponsor may not alter the Trademark in any manner. For example, the Sponsor may not change the proportion, color, or font of the Trademark.

3. The Sponsor may not display the Trademark in any manner that implies sponsorship or endorsement by OASIS outside of your involvement in ~~the~~ OASIS and XML.org.

4. The Sponsor may not use the Trademark to disparage OASIS, its services or its members, or in a manner which may diminish or otherwise damage OASIS goodwill in the Trademark.

5. The Trademark must appear by itself, with reasonable spacing (at least the height of the Trademark) between each side of the Trademark and other graphic or textual elements.

6. The Sponsor must use the trademark (™) symbol adjacent to the Trademark.

7. The Sponsor must include the following statement in its materials that include the Trademark: XML.org is a trademark of OASIS.

8. The Sponsor acknowledge that all rights to the Trademark are the exclusive property of OASIS and all goodwill generated through your use of the Trademark will inure to the benefit of OASIS.

OASIS reserves the right to take action against any use that does not conform to these guidelines.

[Old APPENDIX B deleted]

APPENDIX B

Guidelines for Use of the OASIS Member Logo

The OASIS Member logo is a distinctive mark that identifies Consortium members and builds recognition and value for the organization and its member companies. The right to use the logo is a benefit of Sponsor- and Contributor-level membership; with that benefit comes the responsibility of protecting its value through appropriate use.

This document describes the guidelines that the Sponsor’s company should follow when using the OASIS Member logo. We encourage the Sponsor to think of the OASIS logo as an asset of the Sponsor’s own organization, and to use and protect it as the Sponsor would its own corporate logo.

Questions regarding the appropriate use of the OASIS Member logo should be directed to OASIS’ Executive Director at execdir@oasis-open.org.

1. The OASIS Member logo is for use by Sponsor and Contributor members in good standing (i.e., their annual membership dues are current).

Members who leave the Consortium or who do not maintain good standing are expected to promptly ~~immediately~~ discontinue use of the OASIS Member logo within one week. Any materials containing the logo should be discarded or modified in such as way as to remove or cover the logo. Such disposal or modification is solely at the former member’s expense.

2. The OASIS Member logo may appear on the following materials:

§ Product packaging

§ Product documentation

§ Corporate stationery, including letterhead, envelopes and business cards

§ Marketing materials, including data sheets, product literature and company newsletters

§ Advertising and direct mail pieces

The OASIS Member logo may be used on both electronic and paper documents, providing the required trademark notice appears on the document (see item 3, below).

3. Use of the OASIS Member logo must be accompanied by the following statement, which should appear with the member company’s trademark and copyright notices:

The OASIS Member logo is a trademark of OASIS. Use is restricted to member organizations.

The OASIS trademark notice must be reproduced whenever the logo is used, even if there are no other trademark notices in the document. This is especially important in the case of electronic documents, which tend to be distributed more freely.

4. The logo may not be altered or edited in any way except to scale its size while maintaining height/width proportions.

5. The logo may be reproduced in black and white or in OASIS’s corporate colors, which are ____ , as illustrated by the OASIS logo that appears in the upper left corner of the Consortium’s letterhead. Color reproduction on electronic displays should match PMS# as closely as possible.

APPENDIX C

Guidelines for Use of the XML.org Partner and Affiliate Logos

The XML.org Partner and Affiliate logos are distinctive marks that identify XML.org sponsors and build recognition and value for the initiative and its sponsors. The right to use the logo is a benefit of sponsorship; with that benefit comes the responsibility of protecting its value through appropriate use.

This document describes the guidelines that the Sponsor’s company should follow when using the “XML.org Partner and Affiliate logos”. We encourage the Sponsor to think of the logos as an asset of its own organization, and to use and protect them as the Sponsor would use its own corporate logo.

Questions regarding the appropriate use of the XML.org Partner and Affiliate logos should be directed to OASIS’ Executive Director at execdir@oasis-open.org.

1. The XML.org Partner and Affiliate logos are for use by XML.org sponsors in good standing (i.e., their annual sponsorship dues are current).

Sponsors who withdraw from sponsorship or who do not maintain good standing are expected to immediately discontinue use of the XML.org Partner and Affiliate logos. Any materials containing the logos should be discarded or modified in such as way as to remove or cover the logo. Such disposal or modification is solely at the former member’s expense.

2. The XML.org Partner and Affiliate logos may appear on the following materials:

§ Product packaging

§ Product documentation

§ Corporate stationery, including letterhead, envelopes and business cards

§ Marketing materials, including data sheets, product literature and company newsletters

§ Advertising and direct mail pieces

The XML.org Partner and Affiliate logos may be used on both electronic and paper documents, providing the required trademark notice appears on the document (see item 3, below).

3. Use of the XML.org Partner and Affiliate logos must be accompanied by the following statement, which should appear with the member company’s trademark and copyright notices:

The XML.org Partner and Affiliate logos are a trademark of OASIS. Use is restricted to sponsoring organizations.

This trademark notice must be reproduced whenever the logo is used, even if there are no other trademark notices in the document. This is especially important in the case of electronic documents, which tend to be distributed more freely.

4. The logo may not be altered or edited in any way except to scale its size while maintaining height/width proportions.

5. The logo may be reproduced in black and white or in color, as illustrated by the logos that have been sent to XML.org sponsors electronically.

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