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| 1 | +## Technical Charter (the "Charter") for Agent Governance Toolkit, a Series of LF Projects, LLC |
| 2 | + |
| 3 | +This Charter sets forth the responsibilities and procedures for technical contribution to, and |
| 4 | +oversight of, the Agent Governance Toolkit open source project, which has been established as |
| 5 | +Agent Governance Toolkit a Series of LF Projects, LLC (the "Project"). LF Projects, LLC |
| 6 | +("LF Projects") is a Delaware series limited liability company. All contributors (including |
| 7 | +committers, maintainers, and other technical positions) and other participants in the Project |
| 8 | +(collectively, "Collaborators") must comply with the terms of this Charter. |
| 9 | + |
| 10 | +### 1. Mission and Scope of the Project |
| 11 | + |
| 12 | +a. The mission of the Project is to provide open source libraries, tools, and |
| 13 | + reference implementations that help developers build, deploy, and operate |
| 14 | + AI agent systems with built-in governance, safety, and compliance controls, |
| 15 | + covering identity, policy enforcement, capability sandboxing, auditability, |
| 16 | + and human oversight. |
| 17 | + |
| 18 | +b. The scope of the Project includes collaborative development under the Project |
| 19 | + License (as defined herein) supporting the mission, including documentation, |
| 20 | + testing, integration and the creation of other artifacts that aid the development, |
| 21 | + deployment, operation or adoption of the open source project. |
| 22 | + |
| 23 | +### 2. Technical Steering Committee |
| 24 | + |
| 25 | +a. The Technical Steering Committee (the "TSC") will be responsible for all |
| 26 | + technical oversight of the open source Project. |
| 27 | + |
| 28 | +b. The TSC voting members are initially the Project's Maintainers. At the inception |
| 29 | + of the project, the Maintainers of the Project will be as set forth within the |
| 30 | + "MAINTAINERS.md" file within the Project's code repository. The TSC may |
| 31 | + choose an alternative approach for determining the voting members of the TSC, |
| 32 | + and any such alternative approach will be documented in the CONTRIBUTING |
| 33 | + file. Any meetings of the Technical Steering Committee are intended to be open |
| 34 | + to the public, and can be conducted electronically, via teleconference, or in |
| 35 | + person. |
| 36 | + |
| 37 | +c. TSC projects generally will involve Contributors and Maintainers. The TSC may |
| 38 | + adopt or modify roles so long as the roles are documented in the |
| 39 | + CONTRIBUTING file. Unless otherwise documented: |
| 40 | + - Contributors include anyone in the technical community that contributes |
| 41 | + code, documentation, or other technical artifacts to the Project; |
| 42 | + - Maintainers are Contributors who have earned the ability to modify |
| 43 | + ("commit") source code, documentation or other technical artifacts in a |
| 44 | + project's repository; and |
| 45 | + - A Contributor may become a Maintainer by a majority approval of the |
| 46 | + TSC. A Maintainer may be removed by a majority approval of the TSC. |
| 47 | + |
| 48 | +d. Participation in the Project through becoming a Contributor and Maintainer is |
| 49 | + open to anyone so long as they abide by the terms of this Charter. |
| 50 | + |
| 51 | +e. The TSC may (1) establish work flow procedures for the submission, approval, |
| 52 | + and closure/archiving of projects, (2) set requirements for the promotion of |
| 53 | + Contributors to Maintainer status, as applicable, and (3) amend, adjust, refine |
| 54 | + and/or eliminate the roles of Contributors, and Maintainer, and create new roles, |
| 55 | + and publicly document any TSC roles, as it sees fit. |
| 56 | + |
| 57 | +f. The TSC may elect a TSC Chair, who will preside over meetings of the TSC and |
| 58 | + will serve until their resignation or replacement by the TSC. |
| 59 | + |
| 60 | +g. Responsibilities: The TSC will be responsible for all aspects of oversight relating |
| 61 | + to the Project, which may include: |
| 62 | + - coordinating the technical direction of the Project; |
| 63 | + - approving project or system proposals (including, but not limited to, |
| 64 | + incubation, deprecation, and changes to a sub-project's scope); |
| 65 | + - organizing sub-projects and removing sub-projects; |
| 66 | + - creating sub-committees or working groups to focus on cross-project |
| 67 | + technical issues and requirements; |
| 68 | + - appointing representatives to work with other open source or open |
| 69 | + standards communities; |
| 70 | + - establishing community norms, workflows, issuing releases, and security |
| 71 | + issue reporting policies; |
| 72 | + - approving and implementing policies and processes for contributing (to be |
| 73 | + published in the CONTRIBUTING file) and coordinating with the series |
| 74 | + manager of the Project (as provided for in the Series Agreement, the |
| 75 | + "Series Manager") to resolve matters or concerns that may arise as set |
| 76 | + forth in Section 7 of this Charter; |
| 77 | + - discussions, seeking consensus, and where necessary, voting on technical |
| 78 | + matters relating to the code base that affect multiple projects; and |
| 79 | + - coordinating any marketing, events, or communications regarding the |
| 80 | + Project. |
| 81 | + |
| 82 | +### 3. TSC Voting |
| 83 | + |
| 84 | +a. While the Project aims to operate as a consensus-based community, if any TSC |
| 85 | + decision requires a vote to move the Project forward, the voting members of the |
| 86 | + TSC will vote on a one vote per voting member basis. |
| 87 | + |
| 88 | +b. Quorum for TSC meetings requires at least fifty percent of all voting members of |
| 89 | + the TSC to be present. The TSC may continue to meet if quorum is not met but |
| 90 | + will be prevented from making any decisions at the meeting. |
| 91 | + |
| 92 | +c. Except as provided in Section 7.c. and 8.a, decisions by vote at a meeting require |
| 93 | + a majority vote of those in attendance, provided quorum is met. Decisions made |
| 94 | + by electronic vote without a meeting require a majority vote of all voting |
| 95 | + members of the TSC. |
| 96 | + |
| 97 | +d. In the event a vote cannot be resolved by the TSC, any voting member of the TSC |
| 98 | + may refer the matter to the Series Manager for assistance in reaching a resolution. |
| 99 | + |
| 100 | +### 4. Compliance with Policies |
| 101 | + |
| 102 | +a. This Charter is subject to the Series Agreement for the Project and the Operating |
| 103 | + Agreement of LF Projects. Contributors will comply with the policies of LF |
| 104 | + Projects as may be adopted and amended by LF Projects, including, without |
| 105 | + limitation the policies listed at https://lfprojects.org/policies/. |
| 106 | + |
| 107 | +b. The TSC may adopt a code of conduct ("CoC") for the Project, which is subject to |
| 108 | + approval by the Series Manager. In the event that a Project-specific CoC has not |
| 109 | + been approved, the LF Projects Code of Conduct listed at |
| 110 | + https://lfprojects.org/policies will apply for all Collaborators in the Project. |
| 111 | + |
| 112 | +c. When amending or adopting any policy applicable to the Project, LF Projects will |
| 113 | + publish such policy, as to be amended or adopted, on its web site at least 30 days |
| 114 | + prior to such policy taking effect; provided, however, that in the case of any |
| 115 | + amendment of the Trademark Policy or Terms of Use of LF Projects, any such |
| 116 | + amendment is effective upon publication on LF Project's web site. |
| 117 | + |
| 118 | +d. All Collaborators must allow open participation from any individual or |
| 119 | + organization meeting the requirements for contributing under this Charter and any |
| 120 | + policies adopted for all Collaborators by the TSC, regardless of competitive |
| 121 | + interests. Put another way, the Project community must not seek to exclude any |
| 122 | + participant based on any criteria, requirement, or reason other than those that are |
| 123 | + reasonable and applied on a non-discriminatory basis to all Collaborators in the |
| 124 | + Project community. |
| 125 | + |
| 126 | +e. The Project will operate in a transparent, open, collaborative, and ethical manner |
| 127 | + at all times. The output of all Project discussions, proposals, timelines, decisions, |
| 128 | + and status should be made open and easily visible to all. Any potential violations |
| 129 | + of this requirement should be reported immediately to the Series Manager. |
| 130 | + |
| 131 | +### 5. Community Assets |
| 132 | + |
| 133 | +a. LF Projects (or an associated hosting entity) will hold title to all trade or service |
| 134 | + marks used by the Project ("Project Trademarks"), whether based on common law |
| 135 | + or registered rights. Project Trademarks will be transferred and assigned to LF |
| 136 | + Projects (or, where applicable, the associated hosting entity) to hold on behalf of |
| 137 | + the Project. Any use of any Project Trademarks by Collaborators in the Project |
| 138 | + will (a) either be (i) in a way that constitutes fair use or (ii) in accordance with the |
| 139 | + license from LF Projects to the Project and the applicable trademark usage |
| 140 | + guidelines and (b) inure to the benefit of LF Projects (or the associated hosting |
| 141 | + entity). |
| 142 | + |
| 143 | +b. The Project will, as permitted and in accordance with such license from LF |
| 144 | + Projects, develop and own all Project GitHub and social media accounts, and |
| 145 | + domain name registrations created by the Project community. |
| 146 | + |
| 147 | +c. Under no circumstances will LF Projects be expected or required to undertake any |
| 148 | + action on behalf of the Project that is inconsistent with the tax-exempt status or |
| 149 | + purpose, as applicable, of the Joint Development Foundation or LF Projects, LLC. |
| 150 | + |
| 151 | +### 6. General Rules and Operations |
| 152 | + |
| 153 | +a. The Project will: |
| 154 | + - engage in the work of the Project in a professional manner consistent with |
| 155 | + maintaining a cohesive community, while also maintaining the goodwill |
| 156 | + and esteem of LF Projects, Joint Development Foundation and other |
| 157 | + partner organizations in the open source community; and |
| 158 | + - respect the rights of all trademark owners, including any branding and |
| 159 | + trademark usage guidelines. |
| 160 | + |
| 161 | +### 7. Intellectual Property Policy |
| 162 | + |
| 163 | +a. Collaborators acknowledge that the copyright in all new contributions will be |
| 164 | + retained by the copyright holder as independent works of authorship and that no |
| 165 | + contributor or copyright holder will be required to assign copyrights to the |
| 166 | + Project. |
| 167 | + |
| 168 | +b. Except as described in Section 7.c., all contributions to the Project are subject to |
| 169 | + the following: |
| 170 | + - All new inbound code contributions to the Project must be made using the |
| 171 | + MIT License (the "Project License"). |
| 172 | + - All new inbound code contributions must also be accompanied by a |
| 173 | + Developer Certificate of Origin (http://developercertificate.org) sign-off in |
| 174 | + the source code system that is submitted through a TSC-approved |
| 175 | + contribution process which will bind the authorized contributor and, if not |
| 176 | + self-employed, their employer to the applicable license. |
| 177 | + - All outbound code will be made available under the Project License. |
| 178 | + - Documentation will be received and made available by the Project under |
| 179 | + the Project License. |
| 180 | + - The Project may seek to integrate and contribute back to other open source |
| 181 | + projects ("Upstream Projects"). In such cases, the Project will conform to |
| 182 | + all license requirements of the Upstream Projects, including dependencies, |
| 183 | + leveraged by the Project. Upstream Project code contributions not stored |
| 184 | + within the Project's main code repository will comply with the |
| 185 | + contribution process and license terms for the applicable Upstream |
| 186 | + Project. |
| 187 | + |
| 188 | +c. The TSC may approve the use of an alternative license or licenses for inbound or |
| 189 | + outbound contributions on an exception basis. To request an exception, please |
| 190 | + describe the contribution, the alternative open source license(s), and the |
| 191 | + justification for using an alternative open source license for the Project. License |
| 192 | + exceptions must be approved by a two-thirds vote of the entire TSC. |
| 193 | + |
| 194 | +d. Contributed files should contain license information, such as SPDX short form |
| 195 | + identifiers, indicating the open source license or licenses pertaining to the file. |
| 196 | + |
| 197 | +### 8. Amendments |
| 198 | + |
| 199 | +a. This charter may be amended by a two-thirds vote of the entire TSC and is subject |
| 200 | + to approval by LF Projects. |
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