🌐 CoderDojo Regional License

📝 Note: The below license agreement will be entered into with all registered regional or national CoderDojo charities. The license agreement will be used as a basic MOU which will be entered into with associations or informal groups representing a region.

Regional License for Japan

Dated on the August 27th, 2016

(1) HELLO WORLD FOUNDATION (operating as CoderDojo Foundation) is a limited liability company registered in Ireland (registration no. 524255), having its registered office at Dogpatch Labs, CHQ Building, Custom House Quay, Dublin 1 (Licensor); and

(2) CoderDojo Japan (Regional Body) is a general incorporated association registered in Japan (registration no. 0111-05-007385 ), having its registered office at CASE Shinjuku, Sankei Bldg 4F, Takadanobaba 1-28-10, Shinjuku-ku, Tokyo.

BACKGROUND

• (A) The Licensor wishes to grant a license to the Regional Body which has been established to support and scale CoderDojo in the Territory.

• (B) The Regional Body wishes to promote the Business (as defined below) and acknowledges that it requires the Licensor to grant to the Regional Body a license to do so on the terms and conditions set out in this Agreement to ensure that the Regional Body abides by the CoderDojo ethos.
• (C) “Business” means the business of marketing, building awareness and negotiating partnerships to benefit the CoderDojo community and the CoderDojo brand, philosophy and ethos in accordance with the CoderDojo Charter;
  “CoderDojo Charter” means the form of charter that all individual Dojos within the group will have signed up to;
  “Term” 12 months from the date;
  “Territory” shall mean Japan.

1. License

The Licensor hereby grants (in consideration for the rights and obligations set out herein and such other good consideration which shall include the Regional Body marketing, advertising, promoting and further developing the Business, the receipt and sufficiency of which is hereby acknowledged) to the Regional Body a non- exclusive, non-transferable license to use the intellectual property and other rights relating to the Business in the Territory.

2. Regional Body Obligations

2.1. The Regional Body warrants that it is incorporated as a not for profit entity within the Territory and shall not incorporate as a subsidiary of a for profit organization

2.2 The Regional Body will be responsible for ensuring it complies with relevant legislation
and statutory undertakings within its jurisdiction when undertaking any activities including but not limited to fundraising.

2.3. The Regional Body will be established to inspire and support young people to learn how to code and how to create technology in safe, social environments.

2.4. The Regional Body will follow the correct naming procedure of “CoderDojo Region Name Foundation”. In the case of existing charities adopting CoderDojo as a programme, the programme will be clearly named “CoderDojo Region Name”.

2.5. The Regional Body shall complete an annual survey in respect of their operations and shall encourage all Dojos in the Territory to complete the annual survey in respect of their operations and shall promptly provide this information to the Licensor on an annual basis.

2.6. The Regional Body shall encourage all Dojos in the Territory to use the CoderDojo Community Platform on launch (September 2015). This will enable all Dojos to stay connected with and participate in the global community.

2.7. The Regional Body shall ensure that there is a representative who regularly attends and participates in the quarterly CoderDojo Community Committee calls.

2.8. The Regional Body will ensure that there is a representative who have a short check (monthly / bi- monthly) in call with their designated point of contact from the Global CoderDojo Foundation.

2.9. The Regional Body will escalate any partnerships that transform into a global relationship to the Licensor.

2.10. The Regional Body shall promptly escalate any issues of concern raised by any third party regarding the Business in the Territory to the Licensor.

3. Regional Body BEST PRACTICE COMMITMENTS

3.1. The Regional Body shall produce annual audited accounts and make them publicly available on their website. It is noted that in the case of existing charities adopting CoderDojo as a programme, the charity is expected to follow jurisdictional reporting requirements.

3.2. The Regional Body shall use all reasonable endeavours to ensure that all Dojos within their Territory comply with the CoderDojo Charter.

3.3. The Regional Body shall advocate and encourage that all Dojos adhere to the CoderDojo Recommended Practice Principles/ CoderDojo Tao.

3.4 The Regional Body will ensure that Dojos they operate are registered on Zen the Global Community Platform. It is noted that in some jurisdictions a single regional community member may be registered as the Champion of all Dojos in a region.

3.5. The Regional Body shall use reasonable endeavours to ensure that the majority of Dojos within the Territory are supportive of the Regional Body and its practice.

3.6. The Regional Body will manage any core regional partnerships on behalf of regional Dojos, ensuring that partnerships are entered into for benefit of CoderDojo and regional Dojos.

3.7. The Regional Body shall ensure that details of any paid employees are made publicly available on their website i.e number of employees and the roles that they play in the regional body.

3.8. The Regional Body will encourage all Dojos to connect back into and contribute to the Global CoderDojo Community through participation on forums, use of badges and sharing of lessons and content.

3.9. The Regional Body will at all times, specifically during negotiations with partners or sponsors, be clear that they are representing a specific region or group of Dojos and not the Global movement.

4. LICENSOR OBLIGATIONS

4.1. The Licensor will support the Regional Body during the initial establishment phase, including the facilitation of gaining support from the existing community in the Territory.

4.2. The Licensor will allow the Regional body to use the CoderDojo resources including, branding, logo and associated websites to promote its activity for non-commercial use.

4.3. The Licensor will assign a single point of contact to the Regional Body to ensure there are clear lines of communication.

4.4. The Licensor will facilitate a monthly or bi-monthly check in phone call to stay connected with the Regional Body.

4.5. The Licensor will ensure that a place is reserved for a member of the Regional Body on the Community Committee or any future advisory body.

4.6. The Licensor will include reference to the Regional Body on a set webpage on the www.coderdojo.com website.

4.7. The Licensor will share any jurisdictional challenges or opportunities with the Regional body.

4.8. The Licensor will advocate for the Regional Body. This can include connecting supporters of the global organization with corresponding bodies in the regions.

5. Liability and Indemnity

5.1. To the fullest extent permitted by law, the Licensor shall not be liable to the Regional Body for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from the Regional Body’s exercise of the rights granted to it under this agreement.

5.2. The Regional Body shall indemnify the Licensor against all liabilities, costs, expenses, damages or losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with the Regional Body’s exercise of its rights granted under this agreement or any breach by the Regional Body of the terms of this agreement.

5.3. Nothing in this agreement shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence or for fraud.

6. Assignment

The Licensor may at any time and without the consent of the Regional Body assign, transfer, or deal in any other manner with any or all of its rights or obligations under this Agreement. The Regional Body may not assign, transfer, or deal in any other manner with any of its rights or obligations under this Agreement.

7. Duration and Termination

This Agreement shall come into force on the date that it is signed by the Licensor and shall remain in force until terminated for breach or terminated by the Licensor.

Either party shall have the right to terminate this agreement by giving the other party not less than one (1) month’s written notice of termination.

8. No partnership or agency

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, agency, or joint venture between the parties, constitute either party the agent of another party, nor authorise either party to make or enter into any commitments for or on behalf of the other party.

9. Notices

Any notice required to be given under this Agreement shall be in writing and shall be delivered personally, or sent by prepaid post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below:

Licensor: Ross O’Neill as CoderDojo Foundation, Dogpatch Labs, CHQ Building, Custom House Quay, Dublin 1;

Regional Body: Yohei Yasukawa as CoderDojo Japan, CASE Shinjuku, Sankei Bldg 4F, Takadanobaba 1-28-10, Shinjuku-ku, Tokyo;

or as otherwise specified by the relevant party by notice in writing to each other party.

10. Governing law and jurisdiction

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Ireland. The parties irrevocably agree that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.