Terms and Conditions for Fiscal Sponsorship

These Terms and Conditions (“Terms”) govern the relationship between the Commonhaus Foundation (“Sponsor”) and Projects hosted under its fiscal sponsorship program (“Projects”).

These Terms are to be read in conjunction with the Fiscal Sponsorship Agreement ("Agreement") and outline the roles, responsibilities, and operational guidelines for Projects sponsored by the Sponsor.

Eligibility Requirements
Application Process
onboarding
- Discovery Period
- Agreement Execution
  - Transfer of Assets
Compliance and Governance
Intellectual Property Management
Financial Management
Continuity and Leadership Responsibilities
Conflict Resolution
Termination
Amendments

Eligibility Requirements

Projects must meet the following criteria to be eligible for fiscal sponsorship:

Alignment with Mission: The project must align with the Sponsor’s mission to foster a diverse community to collaboratively create, maintain, and evolve open source libraries, tools, and frameworks.

Open Source License: The project must produce, distribute, document, and improve software and/or documentation in accordance with the Foundation's IP Policy, which requires OSI-approved licenses for software.

Source Code: Project code must be publicly accessible on any public code-hosting platform (like GitHub, GitLab, or BitBucket).

Governance Structure: Project must have designated leaders, transparent practices, and a clear self-governance process.

Community Engagement: The project must demonstrate a commitment to community engagement and inclusivity.

Application Process

Submission: Projects must submit an application via the Sponsor’s website.
Review: The Sponsor’s Council will review the application for compliance with eligibility requirements.
Approval: Upon initial approval, a discovery period will commence to assess and define the resources and boundaries of the project being transferred to the Sponsor.

Onboarding

Discovery Period

Upon initial approval, a discovery period will commence to identify and define the resources and boundaries of the project being transferred to the Sponsor. This period involves:

Resource Assessment:
- Inventory of all tangible and intangible assets, including code repositories, documentation, trademarks, and domain names.
- Evaluation of current financial status and funding sources.
- Identification of any outstanding liabilities or obligations.
Project Boundaries:
- Clear definition of the project’s scope, goals, and deliverables.
- Definition of project governance and leadership structures.
Project Contacts:
- Collect and verify contact details for signatories, project leaders, and operational contacts. Projects should designate at least one secondary contact to support continuity, but this may not always be possible at the time of initial signing.
- Contact details will be maintained securely and referenced for governance, operational, and emergency needs.

The initial inventory of assets provided to the Sponsor is intended to provide a comprehensive list of resources necessary for the Project’s operations.

This inventory is subject to periodic review and amendment as new assets are acquired or developed by the Project. Either the Sponsor or the Project may initiate updates to this inventory as needed, with all amendments documented in writing and appended to the original agreement.

Agreement Execution

After the discovery period is complete and all details are thoroughly assessed and agreed upon, a Fiscal Sponsorship Agreement will be executed.

Transfer of Assets

The transfer of assets associated with the Project may involve one or more Asset Transfer Agreements, depending on the scope and nature of the resources being transferred. Each agreement will specify the terms and inventory of assets to ensure a comprehensive and organized transition.

These agreements will cover all assets essential for the Project’s continuity under the Sponsor’s management, as mutually agreed by the Project Signatories and the Sponsor.

Compliance and Governance

Adherence to Policies

Code of Conduct: Projects must maintain their own Code of Conduct for project activities. However, for all foundation-related activities, projects must adhere to the Sponsor’s Code of Conduct.
Foundation Policies: Projects must adhere to all Foundation Policies, including but not limited to these Terms, the Trademark Policy, and the IP Policy.
Open Source Software: Projects must use an open source license and ensure code is publicly available at all times.

Required Project Files

Projects must provide and maintain the following documentation:

CODE_OF_CONDUCT.md: A document outlining the expected behavior and guidelines for project participants.
CONTRIBUTING.md: A document describing criteria for contributions as required by the IP Policy, versioning practices, and project build, test, and packaging instructions.
GOVERNANCE.md: A document describing project decision-making processes and contact information.

Further details and templates for these files can be found in Sponsored project guidelines.

Compliance with Laws

The Project must comply with all applicable laws and regulations, including those related to financial management, intellectual property, and community standards.

The Sponsor may periodically review the Project’s financial, operational, and governance practices to ensure alignment with the Sponsor’s mission, adherence to applicable laws and policies, and compliance with quality standards associated with the Sponsor’s trademarks.

These reviews, conducted in collaboration with the Signatories, may result in recommendations for adjustments to the Project’s mission, operating model, cost structure, or governance. The Sponsor may also provide guidance to maintain the quality and representation of the Project’s Marks, which the Signatories agree to implement promptly to uphold brand integrity.

These reviews may occur annually or more frequently, at the Sponsor’s discretion, provided they do not impose an undue burden on the Project.

Donated Resources

Individuals or companies may donate in-kind resources, such as infrastructure or services, to support the Project’s operations. While the Sponsor does not manage or pay for these independently provided resources, the Project Signatories remain responsible for ensuring that these contributions align with quality standards established in the Fiscal Sponsorship Agreement and these Terms. The Sponsor may review processes directly affecting Project outputs (e.g., build and release workflows) to ensure compliance with these standards. Donated resources must not conflict with the Project’s obligations under the fiscal sponsorship arrangement or the Sponsor’s policies.

Intellectual Property Management

Licensing: Projects must ensure that all code and documentation are licensed under a suitable open source license, as specified in the IP Policy.

Contributor Agreements: Projects must require contributors to comply with a Developer Certificate of Origin (DCO) or a Contributor License Agreement (CLA) as outlined in the IP Policy.

Sponsor-owned Assets: The Sponsor owns all domains, trademarks, and other intellectual property necessary to manage the Project. Registration, renewal, and other maintenance of these assets are the responsibility of the Sponsor and must be funded using Sponsor-managed funds. Contributions or donations held in support of these purposes must be transferred to the Sponsor’s restricted fund.

Trademark Collaboration: Project Signatories may develop new identifiers, such as logos, to support the Project’s identity. These identifiers must meet the Sponsor’s quality and trademark standards and be approved before use. Once approved, these identifiers will be added to the Sponsor’s Trademark List, with all goodwill benefiting the Sponsor.

Financial Management

The Sponsor will manage funds on behalf of the Project in compliance with its tax-exempt status (501(c)(6)). All funds will be handled according to the Sponsor’s financial policies and procedures. The Sponsor retains the right to approve or deny expenses to ensure compliance with applicable laws and the Project’s purposes. This authority is detailed further in the Fiscal Sponsorship Agreement.

Restricted Fund Management

If the project opts to manage its finances through the Sponsor, all contributions will be placed in a restricted fund established for the Project, as detailed in the Fiscal Sponsorship Agreement, to manage contributions and expenses related to the Project Purposes.

Use of Funds

Projects must use Sponsor-managed funds received for stated activities only and maintain a public and transparent ledger for the disbursement of those funds, as described in the Fiscal Sponsorship Agreement.

Administrative Fees

The Sponsor may debit administrative fees from the Project’s restricted fund as specified in the Fiscal Sponsorship Agreement. Details about fee structures and any adjustments are available upon request.

Platform

The Sponsor currently uses the Open Collective platform (the “Platform”) to manage restricted funds for hosted projects. Upon execution of the Fiscal Sponsorship Agreement, a new Collective (or a Collective Project) will be created for the restricted fund.

The Sponsor may switch to another platform with similar capabilities if necessary, with advance notice to the Project.

Expenses and Disbursements

Projects must submit expense reports with receipts and documentation through the Platform. For hosted collectives, Project Leaders may approve expenses but must not approve their own expenses.

The Sponsor will review all documentation to ensure expenses are valid and align with the Sponsor's tax-exempt purposes. Upon approval, the Sponsor will reimburse expenses from the Project's restricted fund through the Platform, minus Administrative Fees.

The Project must work with the Sponsor to maintain accurate financial records, including management and reconciliation of funds received or expenses paid through other mechanisms.

Transparency and Reporting

Projects must maintain transparency in their financial activities for funds managed under the Sponsor’s oversight and provide regular updates to the Sponsor. The Sponsor will compile an annual financial report for each Project, detailing income, expenses, and remaining balances for these Sponsor-managed funds.

Projects will be asked to review and verify the financial summary provided by the Sponsor to ensure accuracy. Any discrepancies should be reported to the Sponsor within 30 days of receiving the report.

Projects are encouraged to keep their expense tracking up to date on the Open Collective platform for real-time transparency.

Independent Financial Management

Individuals, companies, or groups may raise and manage funds independently in support of their contributions to the Project. These funds are not part of the fiscal sponsorship arrangement and must remain separate from the Sponsor’s financial management systems. Those managing independent funds are solely responsible for compliance with all relevant laws and regulations.

While alignment with the Sponsor’s policies is encouraged where possible, these independent activities must remain separate from the Project’s operations under fiscal sponsorship.

Continuity and Leadership Responsibilities

Project leadership and operations naturally evolve due to changes in roles and responsibilities, or to unforeseen circumstances.

Projects should designate at least one secondary contact to support continuity, but this may not always be possible at the time of initial signing.

Where a project has a single contact, the Signatory and the Sponsor should work towards identifying additional contacts over time to support continuity.

Communication

Signatories must be reachable and reasonably responsive to communication from the Sponsor regarding project activities, financial matters, and governance needs.

Annual Contact Review: Projects must confirm or update their designated contacts annually through a verification process initiated by the Sponsor.

Where possible, this review will coincide with the review of annual financial reports.
If a project does not complete the verification within 30 days, the Sponsor will attempt to re-establish contact.
If project representatives remain unresponsive, the Sponsor may take further action under the Succession Planning and Leadership Transition process.

Failure to maintain accurate and up-to-date contact information may impact the Sponsor’s ability to manage domain registrations, trademarks, and other assets on behalf of the Project. Persistent non-responsiveness may be treated as a material breach of this agreement.

Succession Planning and Leadership Transition

In this section, “Successor” refers to a qualified individual who assumes the role of Project Leader or Maintainer. As specified in the Fiscal Sponsorship Agreement, a Successor must agree to the terms of that Agreement and become a Signatory.

Effort to Identify Successors: Projects should establish and maintain a continuity plan that includes making a good faith effort to identify and prepare qualified Successors.

Resignation of Signatories: Signatories may resign by providing written notice to the Sponsor. Resignation removes the Signatory from the agreement, but does not terminate the agreement or alter the Sponsor’s ownership of the Project and its assets.

If a Project has only one Signatory and they wish to resign without a designated Successor, they must take all reasonable steps to enable the Sponsor to assume operational responsibility. This includes:

Documenting critical processes and procedures.
Transferring access to all relevant accounts, tools, and resources.
Replacing any personal or employer-provided resources with Sponsor-accessible alternatives.

Administrative Access and Operational Continuity

The Sponsor must have (or be able to gain) administrative access to critical Project resources to facilitate operations during prolonged inactivity, leadership transitions, or emergencies.

Scope of Access and Intervention

Point of Contact for External Infrastructure: If a Project relies on external infrastructure, services, or resources, the Sponsor must have a direct point of contact at the provider to facilitate action if the current Signatories are unavailable.

Credential and Artifact Security: To protect the integrity of published artifacts and the broader ecosystem, the Sponsor must have the authority to act if credentials used to produce or sign artifacts are compromised and the current Signatories or other contacts are unavailable.

Specifically, the Sponsor must have the ability (directly or indirectly) to:

Revoke or disable compromised credentials (e.g. signing keys) to prevent further misuse.
Halt or prevent the further propagation of compromised artifacts through package registries or other distribution channels.
Establish or re-establish a secure build and release process to replace compromised artifacts.

Path of Least Disturbance: In any action the Sponsor takes, the priority will be to follow a “path of least disturbance” approach, minimizing disruption to users, downstream applications, and the broader ecosystem.

Limited Interference and Transparent Communication While the Sponsor retains the right to intervene, every effort will be made to contact Signatories and designated contacts^[1] before taking action. If administrative privileges are exercised, the Sponsor will document the actions taken and inform relevant stakeholders, including Signatories and relevant contacts^[1:1].

Designated contacts are part of the asset inventory and should be reviewed annually for accuracy. ↩︎ ↩︎