# SQLite Consortium Agreement

This SQLite Consortium Agreement ("Agreement") is made and entered into as of the _____ day of ______________, 2007 ("Effective Date") by and between ___________________ (the "Company"), and Hipp, Wyrick & Company, Inc., a Georgia Corporation with headquarters at 6200 Maple Cove Lane, Charlotte, NC ("Hwaci").

WHEREAS, Hwaci is the developer of a serverless, embeddable, public domain SQL database engine available at http://www.sqlite.org/ ("SQLite"); and

WHEREAS, Company wishes to support the independent development of the SQLite database engine to insure the continuing reliability, vitality, and independence of SQLite, and in connection therewith, Company wishes to provide funds for ongoing research, development, and maintenance of the SQLite code base, operation of the SQLite website, protection and maintenance of the SQLite trademark, as well as for promotion of SQLite at conferences and trade shows; and

WHEREAS, Company wishes to receive benefits in the form of services from Hwaci in consideration for their support of SQLite; and

WHEREAS, Company and Hwaci each wish SQLite to be supported and maintained as an independent, community-driven project, and to ensure the SQLite development team remains independent.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

## 1.0 Definitions

### 1.1 SQLite Developers

The "SQLite Developers" are the employees or contractors of Hwaci engaged in the development of SQLite, including without limitation the SQLite Architect.

### 1.2 SQLite Architect

The "SQLite Architect" is the SQLite Developer with ultimate responsibility and authority over changes and maintenance of the SQLite code. The current SQLite Architect is the original designer and developer of SQLite, D. Richard Hipp. Hwaci may change the SQLite Architect from time to time upon approval by Company.

### 1.3 Consortium Member

A "Consortium Member" is a company or organization, including but not limited to Company, which has entered into an agreement with Hwaci which is substantially similar to this Agreement.

## 2.0 Agreement

##

### 2.1 Responsibilities And Obligations Of SQLite Developers

#### 2.1.1 General Support

The SQLite Developers shall provide, without limit, timely and accurate answers, advice, and instruction in response to questions and comments from Company about SQLite submitted by email or by telephone at any time day or night.

#### 2.1.2 Debugging Support

The SQLite Developers shall at Company's request provide Company with direct assistance in debugging applications that are built upon or use SQLite. The combined time for Debugging Support and Custom Development for Company is limited to 330 hours per year.

#### 2.1.3 Custom Development

The SQLite Developers shall at the request of Company write new extensions or enhancements to SQLite according to Company's specifications. These extensions and enhancements may be proprietary to Company or open source or with the consent of both Company and the SQLite Architect may be folded into the public domain SQLite source tree. The time devoted to Custom Development for Company is limited 220 hours per year.

#### 2.1.4 Custom Builds

The SQLite Developers shall at Company's request provide Company with specialized builds of SQLite according to Company's specifications.

#### 2.1.5 Legacy Support

The SQLite Developers shall at Company's request provide support and bug-fix patches for any historical version of SQLite.

#### 2.1.6 Custom Testing

The SQLite Developers shall at Company's request set up and run acceptance tests according Company's specifications that are specifically designed to exercise SQLite as configured and used by Company. These acceptance tests shall be run and shall pass prior to any release of SQLite.

#### 2.1.7 Priority Bug Fixes

The SQLite Developers shall assign highest priority to fixing bugs in SQLite that are reported by Company or in which Company has expressed a specific interest.

#### 2.1.8 Code Quality

The SQLite Developers shall at all times keep the SQLite source code well commented and documented and clearly structured and organized so that an experienced and competent programmer can understand it and support it after no more than a few months of study.

#### 2.1.9 Backwards Compatibility

The SQLite Developers recognize that Company uses SQLite in mission-critical applications and therefore shall work diligently to ensure continuing bug-free correct operation and backwards compatibility with prior releases.

#### 2.1.10 Test Coverage

The SQLite Developers shall maintain the SQLite test suite such that no less than 95% source code coverage is provided.

#### 2.1.11 Website

The SQLite Developers shall maintain the SQLite website at http://www.sqlite.org/ in good working order and all SQLite source code shall be made freely available at such website.

### 2.2 Responsibilities And Obligations Of The SQLite Architect

#### 2.2.1 Private Briefings

The SQLite Architect shall, at the request of Company, provide Company with private notification and briefings of any new bugs or new features in SQLite that might effect Company's products.

#### 2.2.2 Direction

The SQLite Architect shall coordinate the activities of SQLite Developers and shall publish from time to time a roadmap of proposed future changes and enhancements to SQLite.

#### 2.2.3 Oversight

The SQLite Architect shall personally review all changes to the SQLite Source Code and take responsibility for the quality and correctness of those changes.

#### 2.2.4 Continuity

The initial SQLite Architect shall be the original developer of SQLite, D. Richard Hipp. The role of SQLite Architect shall not be assigned to another during the term of this Agreement except due to the disability of Dr. Hipp and with approval of Company.

### 2.3 Responsibilities And Obligations Of Hwaci

#### 2.3.1 Employer

Hwaci shall act as the employer of the SQLite Developers and SQLite Architect and shall make all tax and legal filings and tax withholding required by employers. Hwaci shall provide Company with W-9 information upon request.

#### 2.3.2 Responsible Party

All obligations of the SQLite Developers set forth in this agreement are deemed obligations of Hwaci. Hwaci shall recruit, employ, and supervise SQLite Developers in such a way that the responsibilities and obligations of the SQLite Developers set forth in this agreement are upheld.

#### 2.3.3 Multiple Developers

Hwaci shall recruit and employ as many SQLite Developers for as many hours as can be reasonably achieved using the funds received from Consortium Members under this agreement. So that support for SQLite will not be interrupted by the disability or withdrawal of any one SQLite Developer, Hwaci will keep at least two knowledgeable and competent SQLite Developers on staff.

#### 2.3.4 Mentorship

Hwaci shall work to encourage independent programmers from around the world to become familiar with SQLite internals so that there will be a pool of talent able to support SQLite in the future.

#### 2.3.5 Audits

Hwaci shall keep and maintain complete and accurate records of the use of development funds provided by Company and shall allow Company, or its representative, a certified public accountant mutually acceptable to Hwaci and Company, during office hours and at reasonable intervals, no more than once every 12 months, to inspect and make extracts or copies of such records solely for the purpose of ascertaining Hwaci's compliance with the objectives and requirements of this agreement.

#### 2.3.6 Disaster Planning

Hwaci shall maintain backup copies of all SQLite source files and documentation, current and historical, at at least two separate locations separated from each other and from the primary on-line SQLite repository by at least 400 kilometers.

#### 2.3.7 Trademark

Hwaci shall maintain ownership of the SQLite trademark and the sqlite.org domain name and shall purchase bandwidth and server space for the http://www.sqlite.org/ website.

#### 2.3.8 No Take-overs or Buy-outs

Neither Hwaci nor the SQLite Architect shall relinquish development control of SQLite during the term of this Agreement, by acquisition or merger or by any other means, except with the consent of Company.

#### 2.3.9 New Consortium Members

New Consortium Members may be accepted into the consortium from time to time under identical terms as this agreement, or under substantially similar terms that have been approved by existing Consortium Members.

#### 2.3.10 Adequate Staff

Hwaci shall recruit and employ a sufficient number of qualified SQLite Developers to easily cover all custom development, debugging, and general support service obligations for all Consortium Members while still providing ample time for the SQLite Developers to engage in general maintenance and extension of SQLite.

#### 2.3.11 Use Of Funds

Hwaci shall use the funds provided hereunder solely for the development and maintenance of SQLite as set forth in this Agreement. Interest on funds received in advance and held in trust will be reinvested and used for the same purposes as the principal.

### 2.4 Responsibilities And Obligations Of Company

#### 2.4.1 Funding

Company shall provide funding for the ongoing support and maintenance of SQLite as set forth in section 3.0 "Fees".

#### 2.4.2 Copyright Disclaimer

Company acknowledges that SQLite source code and documentation published on the SQLite website is in the public domain and that nothing in this agreement shall change that fact.

## 3.0 Fees

In consideration of the performance by Hwaci, the SQLite Developers, and the SQLite Architect of the obligations described herein, Company shall pay Hwaci at least US $75,000 per year in advance either annually, quarterly, or monthly, at Company's discretion.

## 4.0 Confidentiality

### 4.1 Definition of Confidential Information

"Confidential Information" means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed by Company either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.

### 4.2 Non-Use and Non-Disclosure.

Hwaci shall not, during or subsequent to the term of this Agreement, use Company's Confidential Information for any purpose whatsoever other than the performance of the Services or disclose Company's Confidential Information to any third party. The parties acknowledge that Confidential Information will remain the sole property of Company. Hwaci shall take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information including, but not limited to, having each employee or consultant of Hwaci, if any, with access to any Confidential Information, execute a nondisclosure agreement containing provisions in Company's favor substantially similar to this Agreement. Confidential Information does not include information that: (i) is known to Hwaci at the time of disclosure to Hwaci by Company as evidenced by written records of Hwaci; (ii) has become publicly known and made generally available through no wrongful act of Hwaci; or (iii) has been received by Hwaci from a third party who is authorized to make such disclosure.

#### 4.2.1 Disclosure Required by Law

In the event any Confidential Information is required to be disclosed by Hwaci under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, or by a demand or information request from an executive or administrative agency or other governmental authority, Hwaci shall, unless prohibited by the terms of a subpoena, order, or demand, promptly notify Company of the existence, terms and circumstances surrounding such demand or request, shall consult with Company on the advisability of taking legally available steps to resist or narrow such demand or request, and, if disclosure of such Confidential Information is required, shall exercise its reasonable best efforts to narrow the scope of disclosure and obtain an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information. To the extent that Hwaci is prohibited from notifying Company of a subpoena, order or demand, by the terms of same, Hwaci shall exercise its reasonable efforts to narrow the scope of disclosure.

### 4.3 Return of Materials.

Upon the termination of this Agreement, or upon Company's earlier request, Hwaci shall deliver to Company all of Company's property or Confidential Information that Hwaci may have in Hwaci's possession or control.

## 5.0 Intellectual Property

### 5.1 No Assignment

Company acknowledges that all copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets made, generated, conceived, or reduced to practice by Hwaci related to SQLite will remain the property of Hwaci. Nothing in this Agreement will be construed to transfer any intellectual property right of Hwaci to Company.

### 5.2 Availability and Public Domain Dedication

The SQLite Developers and Hwaci shall, subject to their discretion as to the quality and suitability of the SQLite source code and documentation for public release, make the SQLite source code and documentation publicly available as downloadable files and make a public statement ceding all intellectual property rights, including but not limited to copyright and patent rights, in the SQLite source code and documentation to the public domain. To the extent that the SQLite Developers and Hwaci elect not to release the SQLite source code and documentation publicly, they shall provide copies thereof to Company and hereby grants to Company, under all of the SQLite Developers' and Hwaci's rights including but not limited to copyright and patent rights, in and to the SQLite source code and documentation, perpetual, irrevocable, worldwide, non-exclusive, sublicenseable license to use, copy, prepare derivative works of, publicly perform and display the SQLite source code and documentation and derivative works thereof.

### 5.3 Trademark

Hwaci shall use the name "SQLite" only to apply to the publicly available project known by such name as of the Effective Date. Hwaci may in its discretion file such trademark applications or registrations as it deems appropriate to protect or record its rights therein, and may set such policies as it deems appropriate for licensing the use of the trademark.

## 6.0 Representations And Warranties

### 6.1 Intellectual Property Clearances.

Hwaci hereby represents and warrants that Hwaci shall enter into agreements with the SQLite Developers sufficient to enable Hwaci to undertake the obligations of Section 5.

### 6.2 Disclaimer.

THE WORK PRODUCT AND ALL MATERIAL PROVIDED BY HWACI AND COMPANY ARE PROVIDED "AS IS." NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, OR ARISING BY STATUTE, CUSTOM, COURSE OF DEALING OR TRADE USAGE, WITH RESPECT TO THE SUBJECT MATTER HEREOF, IN CONNECTION WITH THIS AGREEMENT. EACH PARTY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

## 7.0 Term And Termination

### 7.1 Term.

This Agreement will commence on the Effective Date and will continue until 12 months after the Effective Date. Thereafter, the parties may by mutual consent renew this Agreement subject to agreement on fees to be paid by Company for sponsorship for additional periods.

### 7.2 Termination.

If either party materially defaults in the performance of any of its material obligations hereunder and if any such default is not corrected within 30 days after notice in writing, then the non-defaulting party, at its option, may, in addition to any other remedies it may have, thereupon terminate this Agreement by giving written notice of termination to the defaulting party.

### 7.3 Survival.

Upon such termination all rights and duties of the parties toward each other will cease except: Sections 4 (Confidentiality), 5 (Intellectual Property), and 8 (Miscellaneous) will survive termination of this Agreement.

## 8. Miscellaneous

### 8.1 Nonassignment/Binding Agreement.

The parties acknowledge that the unique nature of Hwaci's services are substantial consideration for the parties' entering into this Agreement. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Hwaci, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Company, which consent will not be unreasonably withheld. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void.

### 8.2 Notices.

Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be: (a) delivered in person; (b) sent by first class registered mail, or air mail, as appropriate; or (c) sent by overnight air courier, in each case properly posted and fully prepaid to the appropriate address set forth in the preamble to this Agreement. Either party may change its address for notice by notice to the other party given in accordance with this Section. Notices will be considered to have been given at the time of actual delivery in person, three business days after deposit in the mail as set forth above, or one day after delivery to an overnight air courier service.

### 8.3 Waiver.

Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of such party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party's right to take subsequent action. No exercise or enforcement by either party of any right or remedy under this Agreement will preclude the enforcement by such party of any other right or remedy under this Agreement or that such party is entitled by law to enforce.

### 8.4 Severability.

If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

### 8.5 Integration.

This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. This Agreement may not be amended, except by a writing signed by both parties.

### 8.6 Counterparts.

This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement.

### 8.7 Governing Law.

This Agreement will be interpreted and construed in accordance with the laws of the State of North Carolina and the United States of America, without regard to conflict of law principles. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in North Carolina, and each party hereby consents to the personal jurisdiction thereof.

### 8.8 Independent Contractors.

It is the intention of the parties that Hwaci is an independent contractor. Nothing in this Agreement will in any way be construed to constitute Hwaci or any of its employees as an agent, employee or representative of Company.

## 9.0 Signatures

The parties have executed this Agreement below to indicate their acceptance of its terms.

HWACI By:

Print Name:

Title:

COMPANY
By:

Print Name:

Title: