# MEMORANDUM OF UNDERSTANDING (MOU)

between
OPENSTREETMAP FOUNDATION
and
HUMANITARIAN OPENSTREETMAP TEAM UNITED STATES INC.

This Memorandum of Understanding (MoU) is entered into by and between Humanitarian OpenStreetMap Team, a 501(c)(3) non-profit organization, located at 1110 Vermont Avenue NW, Suite 500 Washington, DC 20005, USA, hereinafter referred to as HOT and OpenStreetMap Foundation, a non-governmental non-profit organisation, located at St John’s Innovation Centre, Cowley Road, Cambridge CB4 0WS, United Kingdom, hereinafter referred to as OSMF (also hereinafter referred to individually as a “Party” and collectively as the “Parties”).

## 1. Purpose & Scope
This MoU is established between OpenStreetMap Foundation and Humanitarian OpenStreetMap Team to mutually support each other in achieving our charitable purposes.

## 2. Background
The OpenStreetMap Foundation is an international non-profit organisation supporting but not controlling the OpenStreetMap project. It is dedicated to encouraging the growth, development and distribution of free geospatial data and to providing geospatial data for anybody to use and share.

The Humanitarian OpenStreetMap Team United States, Inc. (HOT), applies the principles of open source and open data sharing for humanitarian response and economic development. Founded in the wake of the Haiti earthquake of 2010, responders and organizations recognized the need for accurate, accessible maps to aid in humanitarian response and the potential for international development interventions. Since then, HOT has utilized its contributor network to contribute to OpenStreetMap, the free and editable map of the world. HOT’s network and tools enable everyone, local or international, to have an impact by putting people and places on the map.

## 3. GENERAL PRINCIPLES OF COLLABORATION
Both parties, having understood the need to create and provide free and open geographic data, intend to work together to support both the OSMF and HOT missions. Our shared goals include:
* Expanding the use of free and open geospatial data via OpenStreetMap
* Supporting the growth of the global OpenStreetMap community

## 4. OSMF’s COMMITMENT UNDER THIS MOU
OSMF endeavors to support HOT in the following ways:
* License to use OSM marks outlined in Section 6

## 5. HOT’S COMMITMENT UNDER THIS MOU
HOT endeavors to support OSMF and the broader OSM community in the following ways:
* HOT commits to supporting the aims of the OpenStreetMap Foundation and the OpenStreetMap project
* HOT will follow OSM & OSMF rules for editing, such as the Imports Guidelines and Organised Editing Guidelines.
* HOT will continue to follow the same or similar vision and mission

## 6. OPENSTREETMAP LOGOS AND TRADEMARKS
* The OpenStreetMap Foundation seeks to protect its interest in its trade and business marks, and other intellectual property in addition to ensuring that its good reputation is not tarnished by the improper use of those marks. In this agreement "OpenStreetMap related marks" refers to: "OpenStreetMap", "OSM" used in a geo-data context, "OpenStreetMap Foundation", "OSM Foundation", "OSMF", "State of the Map", "SOTM", and the OpenStreetMap magnifying glass logo (CTM 007366991) and derivatives.

> The OpenStreetMap Foundation may update the list of OpenStreetMap related marks from time to time by informing HOT of any changes
> [color=#deead8]

* HOT is hereby granted a license to use

* “Humanitarian OpenStreetMap Team”
* “HOT” in the OpenSteetMap, or geo-data context
* “HOTOSM” in the OpenSteetMap, geo-data context
* “HOT Summit”, in the OpenStreetMap, or geo-data, context.
* “Humanitarian OpenStreetMap Team Summit”

and, on mutual agreement, other reasonable derivatives added as appendix to this MOU.

On termination, or ending, of this agreement HOT must transfer any registrations of OpenStreetMap related marks or similar exclusive rights to the Foundation or, in the case of registered rights, de-register them.

* HOT will not (i) register or otherwise attempt to obtain exclusive rights to any mark that is identical or similar to any of the OpenStreetMap related marks (ii) use any name (such as a domain name or company name) that is identical or similar to any of the OpenStreetMap related marks.

## 7. FUNDING AND FINANCIAL MANAGEMENT

This agreement does not commit either Party to financial support of the other Party. However HOT will endeavor to support OSMF through the corporate membership scheme, or through other fundraising schemes, as it is able.

## 8. COMMUNICATIONS
Both organizations commit to:
* HOT shall seek to ensure in all dealings that it does not appear to speak for or act on behalf of OSMF (except insofar as may be agreed upon with OSMF) or the OpenStreetMap project.
* OSMF shall not speak or act on behalf of HOT except insofar as may be agreed upon with HOT.

## 9. ENTRY INTO FORCE, MODIFICATION
* This MoU shall enter into force on the date of its signature by the duly authorized representatives of the Parties.
* This MoU may be amended, replaced, or cancelled, by mutual consent of the Parties. The proposed amendment or replacement must be made in writing to the other Party and will enter into force upon its acceptance in writing by both Parties.
* This MoU includes no further legal or financial responsibilities by either party.

## 10. Duration and Termination

10.1. The agreement will remain valid until either party gives three-month notice to the other party. Notice of revocation needs to be made in writing and given to the other party.

10.2. The Foundation may terminate this agreement immediately if:

* effective control of the HOT changes, directly or indirectly, by purchase or other means; or
* if the HOT ceases to support the goals outlined in the preamble of this agreement; or
* if the HOT materially breaches any term of this agreement.

The termination is effective as soon as the Foundation notifies HOT.

10.3 If either party would like to terminate this agreement, both parties agree to a mandatory mediation as outline in Article 12.

10.4 If either party terminates this agreement, the terminated party can appeal this at the terminating party’s next general meeting. The agreement is reinstated if a vote of (i) the terminating party's membership, and (ii) any other person who would be entitled to vote for the board of the terminating party (or similar body) if such a vote was held at the same time, and the quorum is the same as if it was a vote for the board of terminating party (or similar body), and a simple majority of votes are cast in favour of reinstatement.

## 11. Applicable Law

This agreement is subject to English law, without regard to conflict of law rules. The courts of England have exclusive jurisdiction to settle any dispute arising out of this agreement.

## 12. Mandatory Mediation

Prior to the commencement of any lawsuit, both parties agree to a mandatory mediation process, to be conducted before a certified mediator agreed by the parties or in the absence of agreement appointed by the Centre for Effective Dispute Resolution. Upon completion of good faith mediation and certification of an impasse by the mediator, either party may bring suit no sooner than 30 days following the certification of impasse. Each party will contribute one half of the costs of the mediator. If either party fails to do so on request by the mediator, then the other party may bring suit.

OSMF
________________________________________________________
Name and title, Date, Signature

HOT
________________________________________________________
Name and title, Date, Signature