Exhibit A 🔗 **Source:** [Exhibit A](https://storage.courtlistener.com/recap/gov.uscourts.cand.437474/gov.uscourts.cand.437474.238.1.pdf) > [!note]+ Document Notes > ```markdown > > --- > tags: [WordPress, trademarks, licensing] > author: [MISSING] > source: CourtListener > reference: [https://storage.courtlistener.com/recap/gov.uscourts.cand.437474/gov.uscourts.cand.437474.238.1.pdf] > date created: 2026-02-18 10:00 > > --- > > # 🏷️ Title: Exhibit A (Trademark Donation, License and Security Agreement) > <!-- deep-read:sections start --> ## 🧭 Table of Contents - [📝 Summary](#-summary) - [📖 Main Content](#-main-content) - [🗒️ Notes](#️-notes) - [📚 References](#-references) - [🗣️ Paraphrase](#️-paraphrase) - [📰 Newsletter](#-newsletter) - [✅ Action Items](#-action-items) - [🧪 Hypotheses](#-hypotheses) - [📊 Methodology](#-methodology) - [❓ Questions](#-questions) - [🔮 Future Research](#-future-research) - [💡 Implications](#-implications) - [🧠 Learning Styles Assessment](#-learning-styles-assessment) - [📊 Accessibility Assessment](#-accessibility-assessment) - [🌍 DEIB Assessment](#-deib-assessment) - [✅ Logical Validity](#-logical-validity) - [🛡️ DARVO Analysis](#-darvo-analysis) - [🎯 Conclusion](#-conclusion) ### 🔗 References - Include links cited in or relevant to the article. ## 📝 Summary - Automattic donates the “WordPress” trademarks to the WordPress Foundation, while receiving an exclusive, perpetual license to use them within a defined “Scope” (primarily wordpress.com and related hosting). - It matters because it separates ownership (Foundation) from commercial exploitation (Automattic), while locking in Automattic’s rights. - Key stakeholders: Automattic, WordPress Foundation, broader WordPress ecosystem. - Risks/tradeoffs: tight control of hosting rights, strong security interest in the mark, potential constraints on the Foundation’s independence. - Bottom line: governance and control of the WordPress trademark are contractually tilted toward Automattic’s commercial operations. ## 📖 Main Content - The agreement (effective June 7, 2010) states that Automattic donates specified U.S. WordPress registrations and associated goodwill to the WordPress Foundation, “as is” and subject to an extensive license back and conditions. - Section 2 grants Automattic an **exclusive, fully‑paid, royalty‑free, perpetual, irrevocable, worldwide, sublicensable** license to use and exploit the WordPress trademarks and related marks in connection with hosting blogs and sites using WordPress on **wordpress.com** and **wordpress.tv**, and similar uses (the “Scope”). - The Foundation may use the marks for non‑hosting purposes such as its own name, websites (non‑hosting), WordCamps, the open source software name, and distribution of the downloadable software, but is explicitly barred from hosting or licensing hosting services for third parties. - The Foundation must pursue and enforce trademark registrations globally, publish and maintain a policy substantially similar to Automattic’s existing trademark policy, and grant Automattic the first right to enforce within the Scope, joining actions upon request. - Both parties must maintain quality control over uses of the mark; the Foundation agrees existing Automattic activities already exceed required quality and won’t raise the bar selectively. - As security for the license and the Foundation’s obligations, the Foundation grants Automattic a **first‑priority security interest** in the WordPress trademarks and related rights, representing they are unencumbered and agreeing not to encumber or transfer them contrary to the agreement. - On breach, Automattic receives secured‑party remedies; Automattic may sign documents as attorney‑in‑fact if the Foundation fails to cooperate. - The agreement includes standard boilerplate: severability, California governing law, entire‑agreement clause, fee shifting to the prevailing party, written‑only modifications, and independent‑contractor status. - Assignment/transfer is tightly controlled: Automattic can assign to a successor of its sites or business if the successor assumes obligations; the Foundation cannot transfer its rights or the trademarks without Automattic’s consent and binding the assignee to all terms. - The license and security interest terminate if Automattic is dissolved or liquidated without a qualifying successor, but many obligations survive indefinitely. - If any successor or assignee of the Foundation is not bound by this agreement (except where Section 6 allows termination), the donation is deemed never to have occurred and ownership of the marks automatically reverts to Automattic. ### 🗒️ Notes - Parties: Automattic Inc. and WordPress Foundation (California nonprofit public benefit corporation). - Intent: structure the transaction as a **donation** of the WordPress trademarks for U.S. tax purposes (Section 501(c)(3)), while reserving robust usage rights to Automattic. - Section 1: - Automattic donates and assigns two specific U.S. trademark registrations and associated U.S. and international rights and goodwill. - Donation is “as is,” with no warranties, including title or non‑infringement. - Donation is **conditional** on the license and rights granted to Automattic; if those are ever finally determined to be ineffective, revoked, or terminated (outside the express Section 6 scenarios), the donation is deemed never to have happened and ownership reverts automatically to Automattic. - The Foundation must help paper that reversion, and Automattic holds an irrevocable power of attorney to execute documents to perfect it. - Section 2: - Defines “WordPress trademark” broadly (names, marks, designs, domain names, applications, registrations, and goodwill), with explicit exclusions for **wordpress.org, wordcamp.org, wordpressfoundation.org**. - Grants Automattic an **exclusive** license within the Scope: wordpress.com, wordpress.tv, and similar hosting contexts. - Explicit carve‑out: Foundation may not engage directly or indirectly in hosting or hosting‑related services for third parties, nor license others to do so under the WordPress marks (only link to unrelated third‑party hosts for informational purposes). - Foundation waives and agrees not to assert IP claims against Automattic (or those authorized by Automattic) for use of “press” in trademarks, except when combined with “word”. - Section 3: - Foundation obligations: - Maintain and pursue U.S. and foreign WordPress trademark applications. - Enforce the WordPress trademark, while giving Automattic first enforcement rights within the Scope. - Publish and maintain a trademark policy substantially similar to Automattic’s then‑current policy restricting commercial and domain‑name uses by third parties. - Automattic may request access to records to verify enforcement and maintenance. - Automattic may, at its discretion, pay the Foundation’s outstanding debts/obligations that the Foundation cannot or will not pay. - Foundation agrees to use best efforts to avoid bankruptcy, consistent with legal and fiduciary duties. - Section 4: - Both parties must exercise quality control to avoid abandonment. - Foundation must act reasonably and in good faith, treat Automattic at least as favorably as any other party (including itself), and acknowledges Automattic’s current operations exceed the quality threshold. - Section 5: - The WordPress trademarks and all related rights worldwide constitute collateral securing the Foundation’s performance. - Foundation represents there are no existing encumbrances and agrees not to create any. - Upon breach, Automattic may exercise all secured‑creditor remedies. - Foundation must sign any documents needed to evidence, perfect, or enforce the security interest; Automattic can sign on its behalf via attorney‑in‑fact powers if it refuses or delays. - Section 6: - Standard contract boilerplate and survivability of key terms. - Automattic assignment allowed to a successor to wordpress.com or substantially all Automattic business/assets, provided obligations are assumed and notice given to the Foundation. - Foundation (and its successors) cannot transfer the trademarks or agreement without Automattic’s consent and binding the assignee to the terms; no trademark transfers without associated goodwill. - License and security interest end if Automattic dissolves or liquidates without a successor that uses/has rights to use the marks within the Scope. - The agreement’s terms survive in perpetuity, and the Foundation must ensure all future successors are bound. ## 📚 References - CourtListener docket entry: https://storage.courtlistener.com/recap/gov.uscourts.cand.437474/gov.uscourts.cand.437474.238.1.pdf - WordPress Foundation: https://wordpressfoundation.org/ - WordPress trademark policy (current public version): https://wordpressfoundation.org/trademark-policy/ ## 🗣️ Paraphrase - The contract moves legal ownership of core WordPress trademarks to the WordPress Foundation but simultaneously grants Automattic a powerful, exclusive, perpetual license—backed by a security interest—to use those marks for hosting services on wordpress.com, wordpress.tv, and similar offerings. - The Foundation remains responsible for global trademark maintenance and enforcement, but its operational freedom is limited: it cannot use the marks for hosting or hosting‑like services, must follow a specific trademark policy, and must keep the trademarks unencumbered while preserving Automattic’s contractual rights indefinitely. ## 📰 Newsletter In this filing we get a rare, detailed look at how the WordPress trademarks are structured between Automattic and the WordPress Foundation. The agreement formalizes a donation of the marks to the nonprofit while granting Automattic an exclusive, perpetual license for wordpress.com–style hosting, backed by a security interest. For WordPress professionals, this explains why the Foundation governs the brand while Automattic continues to drive commercial hosting. It’s a useful case study in open‑source brand governance and long‑term trademark stewardship. ## ✅ Action Items #### DevRel - Clarify for developers the distinction between WordPress.org (software/community) and WordPress.com (Automattic‑run hosting) in talks, docs, and examples. - Update workshop and course materials to align with the Foundation’s trademark policy, especially around naming plugins, themes, and businesses. - Provide sample copy and brand‑safe naming patterns for SDKs, quickstarts, and templates. - Coordinate with marketing/community teams on messaging that respects the Foundation’s restrictions on commercial use and domain names. #### OSPO - Document this agreement as a reference model for separating OSS project trademarks from commercial operators while preserving operational control. - Integrate WordPress‑style trademark clauses into internal OSS governance playbooks and review checklists. - Ensure license‑compliance tooling and policies distinguish between use of the WordPress software and use of its protected marks in product names or domains. - Draft guidance on handling security interests in OSS trademarks and obligations during M&A or restructuring. #### Community - Educate maintainers and organizers (e.g., local meetups, WordCamps) on allowed vs. disallowed uses of the “WordPress” name and logo. - Offer contributors clear, documented “do’s and don’ts” for branding plugins, themes, and agencies. - Encourage sponsors to respect the Foundation’s policy around domains and marks in event and product branding. - Run periodic Q&A sessions on trademark compliance and community governance. #### WordPress - Core: keep “WordPress” usage consistent with Foundation guidelines throughout UI, docs, and in‑product branding. - Core Performance: ensure any performance dashboards or branded tooling for wordpress.org avoid implying hosting services. - Core AI: vet branding of AI‑powered features to comply with non‑hosting usage and avoid confusing similarity with Automattic’s services. - **Core Program Team:** maintain alignment with the Foundation on naming of programs, initiatives, and experimental platforms. - Mobile: ensure mobile app branding remains compliant with the division between .org (software/community) and .com (Automattic) rights. - Playground: describe Playground explicitly as an educational/sandbox experience, not a production hosting service, and keep brand use within Foundation allowances. - Community: keep WordCamp and meetup naming and visuals compliant with the Foundation’s policies and this agreement’s hosting prohibitions. - Training: bake trademark‑safe naming and branding guidance into lesson plans and certification content. - Marketing: avoid implying that WordPress.org provides hosted services; clearly differentiate Automattic’s offerings. - Support: add KB entries clarifying why some uses of “WordPress” in domain names or business names are disallowed. - Design: maintain visual consistency with authorized WordPress logos and wordmarks only. - Documentation: keep a clear, versioned explanation of the WordPress trademark governance story for contributors and businesses. - Photos/TV/Media: ensure media assets and captions respect the distinction between community resources and Automattic‑run services. - Polyglots: ensure translations of “WordPress” usage guidelines remain faithful to the legal intent across locales. - Accessibility/Meta/CLI/Hosting/Tide/Openverse/Themes/Plugins: ensure any project‑specific branding or evaluation tooling doesn’t encourage unauthorized trademark or domain‑name usage. #### The WPOCC - Programs: design fellowships or stipends for maintainers that include education on trademark governance and brand‑safe advocacy. - Projects: use this agreement as a reference for governance clinics and documentation sprints focused on OSS trademarks. - Funding experiments: test models that fund upstream trademark enforcement and policy work, while preserving community trust with transparent reporting. ### FAIR - Technical independence: document how the Foundation’s ownership of the mark, plus Automattic’s security interest, affects long‑term independence and potential capture. - Policies and covenants: consider explicit anti‑capture language and sunset clauses for similar agreements in other communities. - Productized governance artifacts: extract reusable contract patterns (donation plus license‑back plus security interest) into templates and scorecards for other OSS projects. ## 🧪 Hypotheses - H1: Locating trademark ownership in a nonprofit foundation while granting an exclusive license to a commercial entity increases long‑term brand stability for an OSS project. - H2: Strong restrictions on hosting under the WordPress trademark reduce brand confusion between wordpress.org and wordpress.com. - H3: Granting a first‑priority security interest in trademarks to a commercial entity increases that entity’s effective control over project branding. - H4: Reversion clauses (donation deemed never to have occurred) materially affect the Foundation’s bargaining power with Automattic and successors. ### 📊 Methodology - For H1/H2: comparative case studies of OSS projects with different trademark arrangements (e.g., Mozilla, Linux Foundation projects), measuring brand confusion (surveys) and trademark disputes. - For H3: legal/organizational analysis of cases where security interests in marks have been exercised, plus expert interviews with IP lawyers. - For H4: scenario modeling of bankruptcy, assignment, and enforcement events, and board‑member interviews regarding perceived leverage and independence. ### ❓ Questions - How often, if ever, has Automattic exercised its first‑priority security interest in the WordPress trademarks? - Have the Foundation’s enforcement patterns differed from Automattic’s pre‑donation enforcement? - Does the agreement materially limit the Foundation’s ability to diversify revenue sources? - How do contributors perceive the balance of power between Automattic and the Foundation? ### 🔮 Future Research - Map similar trademark‑donation‑plus‑license‑back structures across major OSS ecosystems. - Analyze how domain‑name policies interact with trademark governance in community projects. - Explore alternative governance models where foundations retain more symmetrical leverage over commercial operators. ### 💡 Implications - Practice: agencies and plugin/theme developers must avoid using “WordPress” in domain names and certain commercial contexts, aligning with this agreement’s logic. - Policy: OSS foundations may adopt similar donation and security‑interest structures, but must weigh independence vs. control. - Security: centralized trademark enforcement can deter malicious or misleading uses of the brand. - Education: training materials for WordPress professionals should explain this legal framework to reduce unintentional violations. - Funding: legal and enforcement work around trademarks become ongoing operational costs for foundations. ### 🧠 Learning Styles Assessment - Reading level estimate: roughly early college (Flesch–Kincaid style) due to legal terminology and complex sentences. #### 👀 Visual learners - Present: standard legal formatting with numbered sections; limited visual support. - Improve: diagrams of ownership vs. license vs. security interest; timelines of rights and reversion scenarios. #### 🔊 Aural learners - Present: none. - Improve: a 3–5 minute audio overview explaining parties, rights, and obligations in plain language. #### 🗣️ Verbal learners - Present: precise legal definitions and clauses. - Improve: a short glossary (e.g., “security interest,” “goodwill,” “Scope”) and narrative examples of compliant vs. non‑compliant uses. #### 🧩 Kinesthetic learners - Present: none. - Improve: practical exercises where readers classify brand uses as allowed or prohibited under the agreement. #### 🧠 Logical learners - Present: structured sections, conditional clauses, and clear if‑then logic in reversion and assignment provisions. - Improve: decision trees showing what happens under different breach or assignment scenarios. #### 🧑‍🤝‍🧑 Social learners - Present: implied governance relationships between Foundation and Automattic. - Improve: guided discussion prompts for contributor groups about project governance and brand control. #### 🧘‍♀️ Solitary learners - Present: dense text suitable for quiet, focused reading. - Improve: reflection questions like “How does this shape my view of WordPress’s governance?” #### 🌿 Naturalistic learners - Present: none. - Improve: analogies between ecosystem health and brand stewardship (e.g., trademarks as shared environmental resources for the community). ### 📊 Accessibility Assessment #### Screen reader semantics - Present: structured sections and numbered paragraphs in the underlying PDF text. - Improve: ensure tagged PDF structure, correct heading levels, and meaningful titles in future distributions. #### Keyboard navigation - Present: basic page navigation through the PDF viewer. - Improve: enable robust keyboard shortcuts and landmarks in web‑based viewers. #### Contrast and readability - Present: standard black text on white background. - Improve: increase line spacing and avoid overly long paragraphs in any web‑native version. #### Text resizing and reflow - Present: limited reflow in static PDF. - Improve: provide HTML versions that reflow properly and respect user zoom settings. #### Media and captions - Present: none (pure text). - Improve: optional narrated version with captions/transcript for explanatory materials. #### Forms and interactions - Present: signature lines only. - Improve: if used interactively, ensure form fields are labeled and keyboard accessible. #### Standards reference - Gaps: WCAG 2.2 AA issues mainly around reflow, structure, and alternative formats for this PDF. ### 🌍 DEIB Assessment #### Cultural breadth - Present: U.S. law–centric, California jurisdiction. - Improve: contextual guides for international contributors explaining what parts are U.S.‑specific and what generalizes. #### Inclusive language - Present: neutral legal language; minimal jargon explanation. - Improve: add plain‑language summaries that avoid legalese for global, non‑lawyer audiences. #### Neurodiversity support - Present: consistent numbered structure. - Improve: more headings, summaries per section, and visual cues to reduce cognitive load. #### Representation - Present: focuses on organizations, not individuals. - Improve: ensure explanatory materials highlight community stakeholders and diverse roles. #### Psychological safety - Present: legal, neutral tone. - Improve: community‑facing explanations that emphasize protections for contributors and users, not just corporate rights. ### ✅ Logical Validity #### Strong reasoning - The agreement uses conditional, formal reasoning (e.g., donation is conditional, reversion if license invalidated) that clearly links events to consequences. - Quality‑control clauses and assignment rules are logically tied to preventing abandonment and brand dilution. #### Fallacies - None obvious; the document is contractual, not argumentative. #### Tone of voice - Formal, precise, and conservative, focusing on risk mitigation and control: “first priority security interest,” “shall not,” “irrevocably appointed.” ### 🛡️ DARVO Analysis - Deny: no explicit denial; the document does not address accusations. - Attack: no attacks on any party; purely descriptive. - Reverse victim/offender: not present; the agreement structures rights and obligations rather than narrating blame or victimhood. ## 🎯 Conclusion The agreement formally places legal ownership of WordPress trademarks with the WordPress Foundation while granting Automattic an exclusive, perpetual, secured license for hosting‑related uses. This structure centralizes brand stewardship in a nonprofit, yet preserves strong commercial rights and protections for Automattic. Practically, WordPress professionals should treat the Foundation as the brand owner, respect its trademark policy—especially around hosting and domain names—and understand that Automattic retains tightly defined but powerful rights. ## 🧱 Refactor Appendix (append after 🎯 Conclusion) ### 📚 Literature Split Pad - Purpose: Stage Konik CEE units that become per-source Literature notes. - Split level: **H3**. - Include verbatim quotes under 25 words and a [view highlight] link. ### [H1] WordPress trademarks sit with Foundation > [!quote] [Exhibit A (Trademark Donation, License and Security Agreement)](https://storage.courtlistener.com/recap/gov.uscourts.cand.437474/gov.uscourts.cand.437474.238.1.pdf) by an unnamed author via [[CourtListener]]. Published 2010-06-07. > “Automattic does hereby donate and assign to WordPress Foundation all of the right, title and interest it has in and to U.S. Registration Nos. 3,201,428 and 3,201,424…” Two lines: context and use. Cite data if relevant. [view highlight](https://storage.courtlistener.com/recap/gov.uscourts.cand.437474/gov.uscourts.cand.437474.238.1.pdf#H1) #xref #articleseed ID:rw_[MISSING] ### [H2] Automattic holds exclusive secured hosting license > [!quote] [Exhibit A (Trademark Donation, License and Security Agreement)](https://storage.courtlistener.com/recap/gov.uscourts.cand.437474/gov.uscourts.cand.437474.238.1.pdf) > “The Foundation hereby grants Automattic an exclusive, fully-paid, royalty-free, perpetual, irrevocable, worldwide, sublicensable right and license to use and otherwise exploit the Trademarks…” Two lines: context and use. [view highlight](https://storage.courtlistener.com/recap/gov.uscourts.cand.437474/gov.uscourts.cand.437474.238.1.pdf#H2) #xref ID:rw_[MISSING] --- ### 🔖 Atomic Split Pad (Zettel Candidates) - Purpose: Promote reusable claims into Atomic notes. - Split level: **H4**. - Each item: one idea, present tense, specific, testable. #### [Z1] WordPress Foundation owns core WordPress trademarks - Applies after the 2010 donation agreement between Automattic and the Foundation. - Pointer: Exhibit A, Section 1. - Links: [[WordPress-Governance]] [[Trademarks-and-OSS]] #### [Z2] Automattic holds exclusive WordPress hosting trademark license - Applies to wordpress.com, wordpress.tv, and similar hosting uses under the defined Scope. - Pointer: Exhibit A, Section 2. - Links: [[WordPress-Governance]] [[Commercial-Rights]] --- ### ✏️ Fleeting Queue (Extract by Selection) - Purpose: Capture quick actions or sparks for Fleeting notes. - Extraction: **Select one line** → “Refactor: Extract selection to new note (content only).” - Keep each line short and self-contained. - [F1] Compare this WordPress trademark structure to Mozilla and Linux Foundation setups — context/https://storage.courtlistener.com/recap/gov.uscourts.cand.437474/gov.uscourts.cand.437474.238.1.pdf #fleeting #inbox - [F2] Draft a visual diagram of ownership, license, and security interest for teaching WordPress governance — context/same #fleeting #inbox - [F3] Review current WordPress trademark policy text against the 2010 agreement obligations — context/same #fleeting #inbox --- <!-- deep-read:sections end -->