Adopted 14 May 2019 and amended 14 September 2020

This charter (the “Charter”) sets forth the responsibilities and procedures for technical contribution to, and oversight of, the Accord Project community, which has been established as Accord Project a Series of LF Projects, LLC (the “Project”). LF Projects, LLC (“LF Projects”) is a Delaware series limited liability company. All contributors (including committers, maintainers, and other technical positions) and other participants in the Project (collectively, “Collaborators”) must comply with the terms of this Charter.

a. The mission of the Project is to develop open source software tools for legally enforceable smart contracts.

b. The scope of the Project includes collaborative development under the Project License (as defined herein) supporting the mission, including documentation, testing, integration and the creation of other artifacts that aid the development, deployment, operation or adoption of the open source project.

The Project shall be governed by the Technical Steering Committee (TSC) and the TSC shall be responsible for:

a. approving a budget directing the use of any funds raised by, or used by, AP and designating a treasurer for financial authorizations;

b. electing a Chair of AP to preside over TSC meetings, authorize expenditures approved by the budget and manage any necessary day-to- day operations

c. overseeing all Project business and marketing matters;

d. administering, provisioning, and managing AP involvement in external projects; 

e. adopting and maintaining policies or rules and procedures for AP (subject to LF approval); 

f. voting on all decisions or matters coming before the TSC.

g. TSC voting members are initially the existing TSC members and the former Governing Board members as of January 31, 2023 with existing TSC members retaining their present term and existing Governing Board Members starting a new term in December, 2023. Any meetings of the Technical Steering Committee are intended to be open to the public, and can be conducted electronically, via teleconference, or in person.

h. TSC Members shall have a two (2) year term and they may run for consecutive terms.

i. the TSC may (1) establish work flow procedures for the submission, approval, and closure/archiving of projects, (2) set requirements for the promotion of Contributors to Maintainer status, as applicable, and (3) amend, adjust, refine and/or eliminate the roles of Contributors, Maintainers and Committers, and create new roles, and publicly document any TSC roles, as it sees fit.

a. While the Project aims to operate as a consensus-based community, if any TSC decision requires a vote to move the Project forward, the voting members of the TSC will vote on a one vote per voting member basis.

b. Quorum for TSC meetings requires at least fifty percent of all voting members of the TSC to be present. The TSC may continue to meet if quorum is not met but will be prevented from making any decisions at the meeting.

c. decisions by vote at a meeting require a majority vote of those in attendance, provided quorum is met. Decisions made by electronic vote without a meeting require a majority vote of all voting members of the TSC.

d. In the event a vote cannot be resolved by the TSC, any voting member of the TSC may refer the matter to the Series Manager for assistance in reaching a resolution.

a. TSC members shall be elected after open nominations adopted by the procedures set forth in the policies of the projects.

b. Any individual that have made at least one commit to any Accord Project repository is entitled to vote in the election.

a. This Charter is subject to the Series Agreement for the Project and the Operating Agreement of LF Projects. Contributors will comply with the policies of LF Projects as may be adopted and amended by LF Projects, including, without limitation the policies listed at https://lfprojects.org/policies/.

b. The TSC may adopt a code of conduct (“CoC”) for the Project, which is subject to approval by the Series Manager. In the event that a Project-specific CoC has not been approved, the LF Projects Code of Conduct listed at https://lfprojects.org/policies will apply for all Collaborators in the Project.

c. When amending or adopting any policy applicable to the Project, LF Projects will publish such policy, as to be amended or adopted, on its web site at least 30 days prior to such policy taking effect; provided, however, that in the case of any amendment of the Trademark Policy or Terms of Use of LF Projects, any such amendment is effective upon publication on LF Project’s web site.

d. All Collaborators must allow open participation from any individual or organization meeting the requirements for contributing under this Charter and any policies adopted for all Collaborators by the TSC, regardless of competitive interests. Put another way, the Project community must not seek to exclude any participant based on any criteria, requirement, or reason other than those that are reasonable and applied on a non-discriminatory basis to all Collaborators in the Project community.

e. The Project will operate in a transparent, open, collaborative, and ethical manner at all times. The output of all Project discussions, proposals, timelines, decisions, and status should be made open and easily visible to all. Any potential violations of this requirement should be reported immediately to the Series Manager.

a. LF Projects will hold title to all trade or service marks used by the Project (“Project Trademarks”), whether based on common law or registered rights. Project Trademarks will be transferred and assigned to LF Projects to hold on behalf of the Project. Any use of any Project Trademarks by Collaborators in the Project will be in accordance with the license from LF Projects and inure to the benefit of LF Projects.

b. The Project will, as permitted and in accordance with such license from LF Projects, develop and own all Project GitHub and social media accounts, and domain name registrations created by the Project community.

c. Under no circumstances will LF Projects be expected or required to undertake any action on behalf of the Project that is inconsistent with the tax-exempt status or purpose, as applicable, of LFP, Inc. or LF Projects, LLC.

The Project will:

a. engage in the work of the Project in a professional manner consistent with maintaining a cohesive community, while also maintaining the goodwill and esteem of LF Projects, LFP, Inc. and other partner organizations in the open source community; and

b. respect the rights of all trademark owners, including any branding and trademark usage guidelines.

a. Collaborators acknowledge that the copyright in all new contributions will be retained by the copyright holder as independent works of authorship and that no contributor or copyright holder will be required to assign copyrights to the Project.

b. Except as described in Section 7.c., all contributions to the Project are subject to the following:

c. All new inbound code contributions to the Project must be made using the Apache License, Version 2.0, available at https://www.apache.org/licenses/LICENSE-2.0 (the “Project License”).

d. All new inbound code contributions must also be accompanied by a Developer Certificate of Origin (http://developercertificate.org) sign-off in the source code system that is submitted through a TSC-approved contribution process which will bind the authorized contributor and, if not self-employed, their employer to the applicable license;

e. All outbound code will be made available under the Project License.

iv. Documentation will be received and made available by the Project under the Creative Commons Attribution 4.0 International License (available at http://creativecommons.org/licenses/by/4.0/).

f. To the extent a contribution includes or consists of data, any rights in such data shall be made available under the CDLA-Permissive 1.0 License.

g. The Project may seek to integrate and contribute back to other open source projects (“Upstream Projects”). In such cases, the Project will conform to all license requirements of the Upstream Projects, including dependencies, leveraged by the Project. Upstream Project code contributions not stored within the Project’s main code repository will comply with the contribution process and license terms for the applicable Upstream Project.

h. The TSC may approve the use of an alternative license or licenses for inbound or outbound contributions on an exception basis. To request an exception, please describe the contribution, the alternative open source license(s), and the justification for using an alternative open source license for the Project. License exceptions must be approved by a two-thirds vote of the entire TSC.

i. Contributed files should contain license information, such as SPDX short form identifiers, indicating the open source license or licenses pertaining to the file.

This charter may be amended by a two-thirds vote of the entire TSC and is subject to approval by LF Projects.