MEMORANDUM OF UNDERSTANDING

Between [Federation Name] and [Affiliate Name]

Status: Template for future use. This MOU template is designed for use under Article XIII of the [Federation Name] Bylaws when the Federation recognizes an international Affiliate. It is not for current adoption; it is for the eventual case where the Federation supports the formation of a sister organization in another jurisdiction.

Design intent: Most international affiliate agreements (Wikimedia, Mozilla, Creative Commons, and similar) are hub-and-spoke arrangements where the central organization grants the affiliate a license to operate. This template is deliberately structured as a peer relationship between two independent organizations who happen to share a name and a mission. The Federation is one node, not the hub. Both organizations are accountable to the same federation principles; neither is accountable to the other.

Required review: Before use, this template must be reviewed by counsel in both the Federation’s jurisdiction (California / United States) and the Affiliate’s jurisdiction (e.g., Germany, United Kingdom). Trademark, tax, and corporate-law specifics vary materially across jurisdictions and cannot be addressed in a single template.

RECITALS

This Memorandum of Understanding (this “MOU”) is entered into as of [Effective Date] between:

[Federation Name], a California Nonprofit Mutual Benefit Corporation organized under the laws of the State of California, United States, with principal office at [Address] (the “Federation”); and

[Affiliate Name], a [legal form] organized under the laws of [Jurisdiction], with principal office at [Address] (the “Affiliate”).

The Federation and the Affiliate are each a “Party” and together the “Parties.”

WHEREAS, the Federation is an international federation of local AT Protocol community groups, organized for the mutual benefit of its member groups in the United States, Canada, the European Union, the United Kingdom, Japan, and other jurisdictions, with the purposes set forth in Article II of its Bylaws;

WHEREAS, the Affiliate is an independent nonprofit organization formed under the laws of its jurisdiction to advance the same purposes (supporting local AT Protocol community groups, sharing resources, and fostering participation in the open social web) within its region;

WHEREAS, the Parties wish to formalize an affiliation between them that enables coordination, resource-sharing, and joint use of branding, while preserving the full independence and self-governance of each Party;

WHEREAS, the Parties affirm the principles set forth in the Federation’s Bylaws, including equal voice among local community groups, absence of outside governance capture, and the commitment that no single organization, jurisdiction, or funder controls the work of the federation;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows.

ARTICLE 1: NATURE OF THE AFFILIATION

1.1 Independence of the Parties

The Parties are independent legal entities. Neither Party controls the other. Neither Party is an agent, employee, partner, joint venturer, subsidiary, or representative of the other. Neither Party has authority to bind the other contractually or to act on behalf of the other except as expressly provided in this MOU.

1.2 Federation Recognition

The Federation, by action of its membership pursuant to Article XIII of its Bylaws, recognizes the Affiliate as an affiliated organization for the purposes set forth in this MOU.

1.3 No Subordination

This MOU does not establish a parent-subsidiary, franchisor-franchisee, or licensor-licensee relationship in the ordinary commercial sense. Neither Party reports to the other. Each Party governs itself through its own membership and board, in accordance with its own bylaws and the law of its jurisdiction.

1.4 Shared Principles

The Parties affirm the following principles as the foundation of their affiliation and commit to operating in a manner consistent with each:

  1. Equal voice among local community groups within each Party’s membership;

  2. No outside governance capture: no funder, sponsor, vendor, or other external party shall hold governance rights in either organization;

  3. Local sovereignty: each Party governs its own work and is accountable to its own members, not to the other Party;

  4. Mutual support: the Parties cooperate where cooperation serves their shared purposes and do not compete for the same members, funders, or audiences within the same region;

  5. Transparency: the Parties share information about programs, finances, and governance with each other to the extent reasonably necessary for the affiliation to function;

  6. Member-group autonomy: local member groups within either Party’s membership are not required to also be members of the other Party.

ARTICLE 2: GEOGRAPHIC AND THEMATIC SCOPE

2.1 Affiliate’s Primary Region

The Affiliate’s primary region of operation is [Region] (the “Region”). The Affiliate may conduct activities outside the Region where consistent with the Parties’ shared purposes, with prior notice to the Federation when those activities involve joint programs, branding, or fundraising.

2.2 Federation’s Continued Membership in Region

Local AT Protocol community groups within the Region may be members of the Federation, the Affiliate, both, or neither, at their election. The existence of the Affiliate does not diminish the rights of any Federation Member Group located in the Region.

The Federation shall not require any member group located in the Region to transfer its primary membership to the Affiliate. The Affiliate shall not require any local group to be a member of the Affiliate as a condition of participating in Federation activities.

2.3 Non-Exclusivity

This MOU does not grant exclusive rights to either Party in any geographic area. The Federation may recognize additional Affiliates in overlapping or adjacent regions where the Parties consult in advance and where doing so serves the purposes of the federation.

2.4 Coordination on Overlapping Activities

When the Parties’ planned activities would overlap geographically or thematically (e.g., joint events, shared fundraising in the Region, joint outreach to the same funders), the Parties agree to communicate in advance to coordinate, avoid duplication, and ensure that local member groups are not asked to choose between the Parties.

ARTICLE 3: USE OF NAME AND BRANDING

3.1 Right to Use the Federation’s Name

The Federation grants to the Affiliate a non-exclusive, non-transferable, royalty-free right to use the name “[Federation Name]” and associated branding (collectively, the “Federation Marks”) in connection with the Affiliate’s name and activities consistent with this MOU.

3.2 Affiliate’s Name

The Affiliate may identify itself as “[Federation Name] [Region]” or a similar formulation that:

  1. Clearly identifies the affiliation with the Federation;

  2. Clearly identifies the Affiliate as a separate organization (e.g., by indicating its legal form, jurisdiction, or regional scope);

  3. Does not misrepresent the relationship between the Parties or imply that the Affiliate is a subsidiary, branch office, or agent of the Federation.

3.3 Conditions of Use

The Affiliate shall:

  1. Use the Federation Marks in a manner consistent with the brand standards agreed by the Parties;

  2. Not use the Federation Marks in a way that disparages the Federation or its purposes;

  3. Not register the Federation Marks (or substantially similar marks) as its own in any jurisdiction without the Federation’s prior written consent;

  4. Promptly notify the Federation of any apparent infringement or misuse of the Federation Marks within the Region.

3.4 The Affiliate’s Own Marks

The Affiliate retains all rights in marks and branding it develops independently, including any logo or visual identity unique to the Affiliate. The Affiliate may, at its discretion, grant the Federation a reciprocal right to use such marks under terms the Parties agree.

3.5 Termination of Mark Use

Upon termination of this MOU under Article 8, the Affiliate shall, within a reasonable transition period of not less than ninety (90) days, cease using the Federation Marks and rename itself to a name that does not include the Federation Marks. The Federation shall provide reasonable cooperation in the transition.

3.6 No Grant of Trademark

This MOU is a use license only and does not transfer ownership of the Federation Marks. Goodwill associated with the Affiliate’s use of the Federation Marks accrues to the Federation as the owner.

ARTICLE 4: GOVERNANCE OF THE AFFILIATE

4.1 The Affiliate Governs Itself

The Affiliate is governed by its own bylaws, its own membership, and its own board, in accordance with the law of its jurisdiction. The Federation does not appoint Affiliate directors, vote in Affiliate elections, approve Affiliate budgets, or otherwise exercise governance rights in the Affiliate.

4.2 Affiliate’s Bylaws Shall Reflect Shared Principles

The Affiliate’s bylaws shall incorporate provisions substantively equivalent to the following Federation Bylaws provisions:

  1. One member, one vote among the Affiliate’s local-group members, regardless of size, age, or contribution;

  2. No outside voting rights: no funder, sponsor, or external party holds governance rights;

  3. Asset lock on dissolution: on dissolution, the Affiliate’s assets transfer to one or more organizations with substantially similar purposes, and not to members, directors, officers, or private persons;

  4. No private inurement: the Affiliate’s earnings do not benefit individuals other than through reasonable compensation for services rendered.

4.3 Affiliate’s Independent Governance

Subject to Section 4.2, the Affiliate is free to design its governance, programs, membership criteria, and operations as appropriate to its jurisdiction and its members. The Affiliate is not required to mirror the Federation’s specific structures.

4.4 Information Exchange

Each Party shall provide to the other, on at least an annual basis:

  1. A copy of its most recent annual report (financial and program);

  2. A current list of its directors and officers;

  3. Notice of any material changes to its bylaws, mission, or governance structure;

  4. Notice of any litigation, regulatory action, or other material matter that could affect the other Party or the affiliation.

4.5 Cross-Participation

A director, officer, or member of one Party may serve as a director, officer, or member of the other Party, subject to each Party’s own conflict-of-interest rules. The Parties encourage informal cross-participation (peer learning, joint working groups, observers at meetings) as a means of maintaining a healthy federation.

ARTICLE 5: FINANCIAL RELATIONSHIP

5.1 Each Party is Financially Independent

Each Party raises and manages its own funds and is responsible for its own debts, expenses, and obligations. Neither Party is liable for the debts or obligations of the other.

5.2 No Required Financial Transfers

This MOU does not require either Party to transfer funds to the other. Any transfer of funds between the Parties is voluntary and governed by separate written agreement.

5.3 Joint Fundraising

The Parties may engage in joint fundraising or joint grant applications. Any joint fundraising shall be governed by a separate written agreement specifying the allocation of funds raised, joint reporting obligations, and treatment of restricted-purpose funds.

5.4 Funder Solicitations within the Region

When soliciting funders located within the Region, the Federation shall coordinate with the Affiliate to avoid duplicate solicitations and confusion among funders. Funders located within the Region are not exclusive to either Party; both Parties may seek support from such funders for distinct programs, with mutual notice.

5.5 Cross-Border Fund Transfers

Where the Federation transfers funds to the Affiliate (e.g., to pass through restricted grant funds intended for activities within the Region), the Parties shall comply with applicable tax and reporting requirements in both jurisdictions, including:

  1. United States Internal Revenue Service rules applicable to the Federation’s 501(c)(6) status, including expenditure documentation;

  2. Documentation suitable to demonstrate the charitable or business-league purpose of the transfer;

  3. Office of Foreign Assets Control (OFAC) compliance screening;

  4. Currency conversion at documented rates;

  5. Any reporting requirements imposed on the Affiliate by its home jurisdiction.

5.6 No Pooled Bank Accounts

The Parties do not maintain joint bank accounts or pooled funds. Each Party maintains its own accounts, in its own name, under its own control.

5.7 Funder Concentration

The Parties each commit, consistent with their respective bylaws, to monitor and disclose funder concentration. Neither Party shall accept funding with conditions that would compromise the governance principles in Section 1.4.

ARTICLE 6: DISPUTE RESOLUTION

6.1 Good-Faith Negotiation

The Parties commit to resolving disputes arising under this MOU through good-faith negotiation between their boards or designated representatives.

6.2 Mediation

If a dispute cannot be resolved through negotiation within sixty (60) days of written notice, the Parties shall jointly select a mutually acceptable mediator. The Parties shall share the cost of mediation equally.

6.3 Arbitration

If mediation does not resolve the dispute within ninety (90) days, either Party may initiate binding arbitration. The Parties shall agree on an arbitration forum and rules; absent agreement, arbitration shall be conducted by the [ICC / WIPO / mutually agreed forum] under its rules then in effect. The seat of arbitration shall be [mutually agreed neutral location, e.g., Geneva, Switzerland]. The language of arbitration shall be English.

6.4 No Court Litigation Against Each Other

The Parties shall not sue each other in any court except to enforce an arbitration award or in cases involving immediate equitable relief that cannot wait for arbitration.

6.5 Carve-Out for Trademark Enforcement

Notwithstanding the above, the Federation retains the right to pursue trademark enforcement actions in any jurisdiction where necessary to protect the Federation Marks against third-party infringement, including any apparent infringement by the Affiliate after termination of this MOU.

ARTICLE 7: TERM AND RENEWAL

7.1 Initial Term

This MOU shall commence on the Effective Date and shall continue for an initial term of three (3) years, unless earlier terminated under Article 8.

7.2 Renewal

This MOU shall automatically renew for successive three (3) year terms unless either Party gives written notice of non-renewal at least one hundred eighty (180) days before the end of the then-current term.

7.3 Periodic Review

The Parties shall jointly review this MOU at least once every three (3) years to confirm that its provisions continue to serve the Parties’ purposes and the principles in Section 1.4. The Parties may amend this MOU at any time by written agreement signed by authorized representatives of both Parties.

ARTICLE 8: TERMINATION

8.1 Termination for Convenience

Either Party may terminate this MOU for any reason on one hundred eighty (180) days prior written notice to the other Party.

8.2 Termination for Cause

Either Party may terminate this MOU on thirty (30) days written notice if the other Party:

  1. Materially breaches this MOU and fails to cure the breach within the thirty-day notice period;

  2. Ceases to operate, becomes insolvent, or commences dissolution proceedings;

  3. Engages in conduct that materially undermines the principles in Section 1.4 (such as accepting funding that confers governance rights on a funder, or restructuring its governance to remove member voting rights).

8.3 Termination by Federation Member Action

The Federation may terminate this MOU upon a vote of two-thirds (2/3) of its Member Groups, conducted in accordance with its Bylaws, finding that the Affiliate has materially departed from the shared principles in Section 1.4. Such termination requires written notice to the Affiliate stating the reasons and providing the Affiliate not less than ninety (90) days to respond before the termination becomes effective.

8.4 Effects of Termination

Upon termination:

  1. The Affiliate shall cease using the Federation Marks within the transition period set forth in Section 3.5;

  2. The Affiliate shall continue to exist as an independent organization with its own purposes, name, and governance;

  3. Each Party retains assets, funds, and intellectual property it owns or has developed independently;

  4. Restricted grant funds that have been transferred between the Parties shall be administered consistent with the original grant terms; if continued administration is impractical, the Parties shall consult with affected funders;

  5. The provisions of Articles 3.5, 3.6, 5.1, 6, 8.4, and 9 shall survive termination.

8.5 No Disparagement

Following termination, neither Party shall publicly disparage the other or the affiliation. The Parties shall make a good-faith effort to communicate the termination respectfully to their respective members and the broader community.

ARTICLE 9: GENERAL PROVISIONS

9.1 Entire Agreement

This MOU represents the entire understanding between the Parties with respect to the subject matter and supersedes any prior agreements or understandings between the Parties relating to the same subject matter.

9.2 Amendment

This MOU may be amended only by a written instrument signed by authorized representatives of both Parties. Material amendments shall be ratified by each Party’s governing body (the Federation’s membership and the Affiliate’s governing body) in accordance with each Party’s bylaws.

9.3 Assignment

Neither Party may assign its rights or obligations under this MOU without the prior written consent of the other Party. This MOU is not transferable in the event of a merger, acquisition, or restructuring of either Party without the other’s consent.

9.4 Notices

All notices required under this MOU shall be in writing and shall be delivered by email to the address each Party designates in Schedule A, with confirmation of receipt, and by such other means as the Parties may agree. Notices to the Federation shall be addressed to the Secretary; notices to the Affiliate shall be addressed to the equivalent role.

9.5 Governing Law

The Parties acknowledge that they are organized under different legal systems and that no single jurisdiction’s law is naturally applicable to their affiliation.

For matters of internal interpretation of this MOU between the Parties, this MOU shall be governed by the law of [mutually agreed neutral jurisdiction, for example England and Wales, or Switzerland], without regard to its conflict-of-laws principles.

For matters arising under each Party’s own bylaws or governance, the law of that Party’s jurisdiction shall apply.

For trademark and intellectual property matters, the law of the jurisdiction in which the relevant rights are registered or asserted shall apply.

9.6 Counterparts and Electronic Signatures

This MOU may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

9.7 Language

This MOU is executed in English. The Parties may produce translations for the convenience of their members, but the English version shall control in the event of any conflict.

9.8 Severability

If any provision of this MOU is held invalid or unenforceable, the remaining provisions shall continue in full force, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable consistent with the Parties’ intent.

9.9 No Third-Party Beneficiaries

This MOU is for the benefit of the Parties only. No third party (including member groups of either Party, funders, sponsors, or others) is a third-party beneficiary of this MOU.

9.10 Force Majeure

Neither Party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of governmental authority, war, civil unrest, natural disaster, pandemic, or material disruption of banking or communications infrastructure. The affected Party shall provide prompt notice and shall resume performance as soon as reasonably practicable.

SIGNATURES

[Federation Name]

By: _______________________________________

Name: [Name]

Title: [Title, typically President or Chair, per Federation Bylaws]

Date: _______________

[Affiliate Name]

By: _______________________________________

Name: [Name]

Title: [Title]

Date: _______________

SCHEDULE A: NOTICE ADDRESSES

For the Federation: [Name and email of Secretary] [Postal address]

For the Affiliate: [Name and email of equivalent role] [Postal address]

SCHEDULE B: FEDERATION MARKS

The following marks are licensed for use under Article 3:

  1. The word mark “[Federation Name]”
  2. The logo: [description or attached image]
  3. [Additional marks as applicable]

SCHEDULE C: INITIAL AGREED BRAND STANDARDS

[Reference to a separate brand standards document, or summary of key requirements: color usage, prohibited modifications, required attribution language, etc.]

ANNEX: NOTES FOR DRAFTERS

Remove this annex before signing. These notes explain design choices to a lawyer reviewing the draft.

On governing law (Section 9.5): The choice of neutral law (e.g., England and Wales, or Switzerland) is important to preserve the federation-of-equals principle. Defaulting to California law would subordinate the Affiliate; defaulting to the Affiliate’s law would subordinate the Federation. A neutral jurisdiction signals that neither Party is “the parent.”

On arbitration (Section 6.3): ICC and WIPO are the most common neutral arbitration forums for international NGO disputes. WIPO has specific expertise in trademark and IP disputes, which is relevant given the brand-licensing structure. Either is reasonable.

On the asset-lock requirement (Section 4.2(c)): This is the most consequential constraint imposed on the Affiliate, and the one most likely to require modification based on the Affiliate’s jurisdiction. German e.V. and gGmbH structures generally accommodate asset locks naturally; UK CIC structures have built-in asset locks; some jurisdictions require careful drafting. Counsel in the Affiliate’s jurisdiction should confirm the bylaws drafting before this MOU is signed.

On expenditure responsibility (Section 5.5): When the Federation passes through funds from US private foundations to the Affiliate, the Federation may need to exercise expenditure responsibility under IRC § 4945. The MOU acknowledges this without specifying procedures; a separate grant pass-through agreement should handle the specifics for each grant.

On termination by member vote (Section 8.3): This provision exists to ensure the Federation’s membership, not only its board, has the power to end an affiliation that no longer serves the federation’s principles. This matters. Some lawyers will suggest delegating this to the board for efficiency. Resist. The whole architecture depends on members owning the relationship, not staff or directors.

On non-exclusive geography (Section 2.3): Unlike the Wikimedia chapter model (which grants exclusive regional rights), this MOU is non-exclusive. This reflects the federation-of-equals design: an Affiliate doesn’t “own” a region; it serves member groups in a region, and other Affiliates or the Federation itself may also serve groups in the same region if it makes sense.

On the Recitals as binding: Under most legal traditions, recitals are not binding contract terms. However, the principles in Section 1.4 are explicitly inside the operative agreement, not in the recitals, and so are enforceable. The shared principles do real work in this MOU.

Use this template as a starting point, not a finished document. The dollar values, time periods, and bracketed jurisdictions are placeholders; every specific Affiliate relationship will require its own customization with counsel in both jurisdictions.