WikiProject Uganda/Conventions Workgroup/Umbrella co-operation

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Umbrella co-operation
This page is localised for Uganda - UG
Status: Voting (under way)
Proposed by: Bert Araali
Applies to: Osm logo wiki.png
Definition: Model contract for UG-OSM guileines & Training Workgroup umbrella organisation.
Drafted on: 02 Apr 2021
Proposed on: 09 Apr 2021
RFC start: 09 Apr 2021
Vote start: 16 Apr 2021
Vote end: 23 Apr 2021
Voting members: talk-ug+Core Members


Following copies are the originals. Due to privacy reasons only accessible by the administrators. Access on request to one of the wiki administartors ( Wiki admins)

Anonimised copy for voting

Uganda Guidelines and Training Workgroup vs.
OpenStreetMap Uganda - MapUganda
Co-operation Agreement


The Uganda OSM Guidelines and Training Workgroup is an unofficial group of OpenStreetMap users in Uganda 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. This agreement constitutes the co-operation with OpenStreetMap Uganda (tradename MapUganda) as a local organisation promoting and using OpenStreetMap and defines the rights and obligations of both the Uganda Guidelines and Training Workgroup and OpenStreetMap Uganda (tradename MapUganda).

1. Identity of the Parties

In this agreement:

"the Uganda OSM Guidelines and Training Workgroup" (or "Workgroup") is an independent non-registered workgroup of OpenStreetMap users.

"OpenStreetMap Uganda" (or “MapUganda”) refers to OPENSTREET MAP UGANDA, a Ugandan NGO and not-for-profit organisation, Ugandan trade registry / Certificate of Registration nr.80020000218083 better known under it's tradename MapUganda .

2. Purpose

The Workgroup and MapUganda each shall seek to mutually support the activities of the other. The Workgroup shall represent the interests of its constituency to MapUganda. The declared goals of the Workgroup must be aligned with those of MapUganda. If the Workgroup is a sub-organisation of a larger body, the goals of the larger body must not be in opposition to those of MapUganda.

3. Name

Irrespective of its incorporated name, the Workgroup must use "Uganda OSM Guidelines and Training Workgroup" as operating title for all its OpenStreetMap related activities and for all operations as a MapUganda user group for as long as this agreement is in force.

4. Geographic limits

This Workgroup will represent the interests of the local community in its designated geographic region of Uganda and East-Africa. MapUganda may permit thematic Chapters, Workgroups or other special purpose organisations of OpenStreetMap to operate in its designated region.

5. OpenStreetMap logos and trademarks

5.1. OpenStreetMap through The OpenStreetMap Foundation and MapUganda 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 geodata 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 the Chapter of any changes.

5.2. The Workgroup is hereby granted, by the OpenStreetMap Foundation and MapUganda, a licence, for the duration of this agreement, to use the operating title and logo. On termination of this, the Workgroup must transfer any registrations of OpenStreetMap related marks or similar exclusive rights to the OpenStreetMap Foundation and MapUganda or, in the case of registered rights, de-register them.

5.3. The Workgroup will respect any OpenStreetMap visual identity guidelines and intellectual property policies communicated to it by the OpenStreetMap Foundation or MapUganda from time to time.

5.4. The Workgroup 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; except if so directed to by the OpenStreetMap Foundation.

6. Membership

The Workgroup and MapUganda each run their own, independent membership scheme.

7. Conduct

7.1 The Workgroup shall seek to ensure in all dealings that it does not appear to speak for or act on behalf of the OpenStreetMap Foundation or MapUganda except insofar as may be agreed upon with the OpenStreetMap Foundation or MapUganda. The OpenStreetMap Foundation or MapUganda shall not speak or act on behalf of the Workgroup except insofar as may be agreed upon with the Workgroup.

7.2 The Workgroup agrees to support the activities of the OpenStreetMap Foundation and MapUganda so far as it is permitted to do so and to refrain from (a) engaging in any illegal activity; (b) engaging in any social or political activism which does not promote the goals of the OSM Foundation as expressed in the preamble of this agreement; and (c) engaging in any activity that tarnishes the reputation or the goodwill of the OpenStreetMap Foundation and MapUganda or discredits it.

7.3 The OpenStreetMap Foundation and MapUganda agrees to support the activities of the Workgroup and to as far as possible not engage in any activity that negatively impacts the work or image of the Workgroup. The OpenStreetMap Foundation will take the interests of all its Chapters into account in its decision processes.

8. By-laws

8.1. The Workgroup shall supply to the MapUganda a copy of its current by-laws together with an accurate translation into English if not already in that language.

8.2. The Workgroup is required to inform MapUganda of any planned or actual change in the by-laws, non-profit legal status, or other changes of the Workgroup that might affect MapUganda or the continued existence or effectiveness of this agreement.

8.3. MapUganda is required to inform the Workgroup of any planned or actual change in the by-laws or status of MapUganda that might affect the Workgroup or the continued existence or effectiveness of this contract.

9. Activity report

9.1. The Workgroup shall supply a written activity and financial report in English at least once a year or on a quarterly basis dependent on a change or additional activities , within 18 months of each Workgroup year end to MapUganda.

9.2. The activity report will also list any unsuccessful membership applications with the reason why they were not approved.

9.3. MapUganda shall supply a written financial report regarding activity and financial support from MapUganda to the Workgroup in English within 18 months of each MapUganda year end.

10. Duration and revocation

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. Upon termination of this agreement, the Workgroup will cease to operate as an OSM user workgroup within MapUganda.

10.2. MapUganda may terminate this agreement immediately if:

  1. effective control of the Workgroup changes, directly or indirectly, by purchase or other means; or

  2. if the Workgroup ceases to support the goals outlined in the preamble of this agreement; or

  3. if the Workgroup materially breaches any term of this agreement.

The termination is effective as soon as the MapUganda notifies the Workgroup.

10.3. If either party would like to terminate this agreement, both parties agree to a mandatory mediation process, to be conducted before a mediator which must be an OpenStreetMap user without conflict of interest and free of charge, agreed by the parties. Upon completion of good faith mediation of an impasse by the mediator, either party may terminate the agreement sooner than 30 days following the affidavit of impasse.

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 Ugandan law, without regard to conflict of law rules. The courts of Uganda have exclusive jurisdiction to settle any dispute arising out of this agreement.


__________________________________________ Date: _____________________

Board Member Name,
or Executive Director

Uganda OSM Guidelines and Training Workgroup

__________________________________________ Date: _____________________

Workgroup Administrators

Ugandan OSM Guidlines & Training Working group: By-laws-Memorandum
Ugandan OSM Guidlines & Training Working group: Financial report Q2 2021


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