WikiWe

WW RAPR-FSR-EBD 24-03

9 min read

WikiWe™ RAPR-FSR-EBD 24-03

Mutual Benefit Cross Licensing Agreement 24-03 INTERNATIONAL(MBCLA)

Introduction

The undersigned persons (the “Parties”) wish to encourage and promulgate respectful cooperation and joint enterprise for mutual benefit, and therefore enter into this Mutual Benefit Cross Licensing Agreement (“MBCLA”. or “License”).

Confidentiality

Any portion of this content or Licensed IP that is shared by either of the Parties with the other Party and marked as confidential shall be treated as confidential under the WY IDR 24-03, or as specified in any MNDA adopted by any named individuals or legal groups and entities.

Licensed IP

Each party is or will be original author, inventor, and/or owner of various inventions and works of authorship disclosed or to be disclosed to the other Party, collectively referred to herein as the “Licensed IP”. The Licensed IP includes all the Parties’ respective inventions and works of authorship, whether now existing, or created after the effective date of this License, such as are disclosed as provided herein. “Works of authorship” include but are not limited to writings, ideas, utterances, illustrations and graphics, likenesses, animations, video, and music, recorded in any medium.

Rights to Audit, Patch, and Repair (RAPR)
1. Audit ---
  • Each party grants right to audit with 30 day notice to all who likewise accept this obligation. a. The Licensor hereby grants the Licensee, including its authorized agents and subcontractors, a non-exclusive, revocable right to conduct audits of the licensed product and its associated source code to ensure compliance with the agreed-upon specifications, performance criteria, and security standards. b. Such audits may be conducted no more than every 90 days and with at least 30 days’ written notice to the Licensor, at a time mutually agreed upon by both parties. The scope, method, and duration of the audit shall be reasonably designed to minimize disruption to the Licensor’s business operations. c. The Licensee shall bear the costs of the audit unless the audit reveals material non-compliance by the Licensor, in which case the Licensor shall reimburse the Licensee for all reasonable costs associated with the audit. d. The Licensee shall have the right to verify the Licensor’s claims regarding the encryption standards and methodologies used in the licensed product and its associated source code. Such verification shall be conducted in a manner that respects the confidentiality and intellectual property rights of the Licensor and shall be limited to ensuring that the encryption standards and methodologies meet the requirements specified in this Agreement or applicable law. The Licensor agrees to provide, upon request, documentation and evidence sufficient to substantiate its encryption claims.
2. Patch and Repair ---
  • Each party grants right to patch and repair provided any discovered trust, safety, or security issues or vulnerabilities are properly and securely reported to all who likewise accept this obligation. a. In the event that the audit or Licensee’s use of the licensed product reveals vulnerabilities, defects, or non-compliance with the agreed-upon specifications or security standards, the Licensee shall have the right, but not the obligation, to patch or repair such vulnerabilities or defects. b. The Licensee shall notify the Licensor in writing of the intended patches or repairs and shall provide the Licensor with a reasonable opportunity to review and comment on the Licensee’s proposed solutions. c. Any patches or repairs made by the Licensee shall not infringe upon the intellectual property rights of the Licensor or any third party and shall be in compliance with the terms of this License.
3. Fair Share Royalty (FSR)

If either Party receives income attributable at least partly to the Licensed IP licensed from the other Party, the Party earning income shall pay a fair share of said income to the other Party within a reasonable period.  As used herein, a “fair share” is what an objectively reasonable and free actor would pay for the subject intellectual property (“IP”) licensed, considering the market value of the subject IP under the License terms, expressed as a percentage of income received for products or services that incorporate, make derivative use of, or use the subject IP (the “Royalty Base”).

4. Encrypted-By-Default (EBD) Records

The parties may establish one or more workspaces or repositories for establishing the scope of the Licensed IP. If any Party requests encrypted disclosures and channels and the other Party withholds without reasoned objection then an Encryption Demand Letter (EDL) may be be privately published via Share.Note.sx and watched by a Signal Confidants Group under MNDA with similarly accessible and encrypted-by-default publishing policies and an audible reputation disclosure with verifiable sources. If Email Notice is required by any Party, a end-to-end encryption solution like Proton.me should be agreed upon with forwarding, subaddressing, and notice terms.

Signal Administration

Any person administering a Signal group (“Signal Admin”) via which confidential information is shared under this MNDA is authorized by the Parties to enforce the confidentiality provisions of this MNDA in a fair and unbiased manner, including but not limited to temporarily restricting access to, deleting, or have deleted information under its administration if detects or reasonably suspects a material breach of this MNDA by any Party, until the breach or suspected breach is resolved hereunder.

Published Works

Conditions for including or excluding published works in the Licensed IP are determined by selecting either (but not both) of the statements below:

  • Any work published by either Party is not included in the Licensed IP, unless disclosed as provided herein above prior to first publication.
  • Any work published by either Party is included in the Licensed IP, regardless of prior disclosure.

Grant

Each party grants to the other Party and to alter ego entities of the other Party, a nonexclusive, irrevocable, perpetual, and worldwide license to use, publish, and make derivative works of, the Licensed IP, subject to the terms and conditions of this License; and with respect to any invention included in the Licensed IP, to make, use and sell said invention subject to said conditions. An “alter ego entity” is an entity of which a Party holds a controlling share.

Restrictions

The Parties, and each of them, shall not publish any work subject to the License that defames, dehumanizes or ridicules any person, group of persons, alive or dead, or their creative works; that encourages, excuses or glorifies violence, fraud, hatred, or subjugation; that serves a political or divisive purpose; that seeks to deceive, confuse, or unfairly disadvantage any person; or that appeals primarily to prurient interest.

Limited Sub-licensing

Each of the Parties shall not sub-license the Licensed IP, except to an alter ego entity, without the prior written consent of the other Party, which consent shall not unreasonably be refused.

Conflict Resolution and Governing Law

This Agreement shall be governed by and construed in accordance with the WY IDR 24-03, and and the Primary Dispute Resolution process (PDR) for resolving any dispute or issues arising under or in relation to this License shall be resolved as provided therein

Termination

This License may be terminated by any party if any Claim Record (under the PDR) remain unresolved for thirty (30) days, which termination shall not in any way revoke or alter this License with respect to any invention or work of authorship already published or substantially invested in by any Party as of the termination date.

Notice is effective when made via  =this.owner-group, or later specified in effective written notice provided, or by other notice with acknowledgement of receipt.

Changes

This document was last modified =dateformat(this.file.mtime, "yyyy-MM-dd"). Any Signal Admins of =this.owner-group may propose changes to this document per notice above with changes effective after 7 days without reasoned objection. All changes must be versioned by YY-MM with earlier versions accessible via WikiWe.org.

Confidentiality

Any portion of this content that is shared by either of the Parties with the other Party and marked as confidential shall be treated as confidential under the WY IDR 24-03.

Disclosures

All encrypted disclosures must be privately published via Share.Note.sx, a similarly accessible and encrypted-by-default publishing channel, or as later specified via encrypted disclosures. Any Party may request from to another Party a confidential and encrypted IP-FSR audit, declaration of facts, proposed remedy, and declaration of controlling principles - neutrally witnessed or notarized.

Arbitration

Any misunderstandings, issue, or disputes related to encryption, terminology, iconography, ontology, copyrights, publishing rights, confidentiality, and disclosures shall be interpreted under and subject to binding arbitration appointed according to the WY IDR 24-03. If a Party is not satisfied with the outcome of binding arbitration, they have 30 days to file an arbitration review with a panel of 3 neutral, competent, diverse, and willing arbitrators or court venues. The ordering arbitrator will have 30 days to reply to to the panels determination before awards are finally granted. One or more Parties may share this Extended Arbitration expense, but the cost will be born by the petitioning parties.

Graph View