[okfn-coord] Fwd: WDMMG?: questions and actions raised in our meeting about draft contract

Rufus Pollock rufus.pollock at okfn.org
Thu Feb 18 12:21:08 UTC 2010

For the board's information below are follow-up emails from myself and
Jamie Arnold of 4IP arising from our meeting yesterday with Jamie
Arnold of 4IP. I have also uploaded the revised contract to the wiki
(google docs refused to upload saying it is too large even though it
is only 327k!):


As you will see I have raised a variety of issues. None of these are
show-stoppers though I am concerned about the Product Manager issue.
If things proceed well we should be signing off in early March.



---------- Forwarded message ----------
From: Rufus Pollock <rufus.pollock at okfn.org>
Date: 18 February 2010 12:04
Subject: Re: WDMMG?: questions and actions raised in our meeting about
draft contract
To: Jamie Arnold <jamie at 4ip.org.uk>
Cc: Daniel Heaf <dan at 4ip.org.uk>

Dear Jamie,

Good to meet with you yesterday. I'd just finished writing up my list
when I got your email. Attached is my updated copy of the contract
(NB: some changes are shown due to my removing highlighting I had
added in my copy -- thus, for example, there have been no changes in
Schedule 1 -- just highlighting removal). Below are some additional
comments. on issues we discussed (you have noted more).



1. The Product Manager/Design Lead and the Design Team. I appreciate
that you have concerns at your end here, in particular, about having
someone in addition to Iconomical. However, I must raise some concerns
we have:

 1. A distinct product manager role was not envisioned in the
original proposal we submitted. As I explained yesterday the only
increase in the budget relative to our original proposal is entirely
accounted for by two new features that were added at 4IP's suggestion
before the proposal was formally submitted -- these being the
personalization (the "calculator" as it is now termed) and an improved

    Thus a distinct Product Manager role is a new item within the
budget. I did discuss this question with Dan at our meeting before
Christmas. Two options were considered: a) having our proposed design
team (Iconomical) take on the Product Manager role b) appointing
another party to this role. In both cases we discussed possibility
that additional budget might be needed (which Dan thought could be
added, if needed, before the sign off meeting in January --
unfortunately I think Dan ended up being very busy in early January
and we never had a chance to properly discuss this again before that
meeting happened).

 2. We have asked several times for suggestions from 4IP's end as to
who would satisfy the Product Manager requirement (I asked Dan at our
original meeting in December and again following our conversation in
January). I appreciate that you guys are very busy, especially Dan, :)
but I am concerned that no concrete suggestions have yet been
forthcoming and time is running very short. This brings me to my next

 3. We are on an extremely tight schedule and the data is quite
complex. If we are to find a new person/company to fill the Product
Manager role we will have to do so in a very short period of time.
Furthermore, they will have integrate effectively with an already
established team and get up to speed on a fairly complex set of data
(all other team members are already (very) familiar with the project).
This clearly brings increased risk with it. Who will bear this risk --
for example, what happens if selecting or working with the Product
Manager delays our work and causes us to miss relevant deadlines?

2. Where Would You Cut Game. We discussed this at some length
yesterday. I appreciate that from 4IP's end this is a priority and I
understand the attraction of the idea. However, I must reiterate that:

 1. This was not in the original proposal. Hence this is an
additional item for us to deliver with no increase in budget.

 2. We have not had a lot of time to really think through what this
involve (a consequence of being introduced at this fairly late stage).
This introduces significant risk for us (and you!). As an example, you
suggested yesterday that this could be a very simple: here are 20
options and their benefits (increased revenue) and costs (consequences
for services), you choose which to do. But while this is attractively
simple :) I'm concerned that it lacks any "game" aspect (it's more a
voting system). Obviously you could state explicitly that something
like this fulfils the criteria, but the point is that the contract
gives 4IP/C4 very broad powers to accept or reject fulfilment of
particular criteria which makes us concerned about accepting an item
about which we have thought so little so far and which seems rather

 3. I mentioned we had some discussion with Alice Taylor (education)
about WDMMG and games back last Autumn. We agreed it would be worth
following this up and you were going to go and talk with Alice.

2. Insurance. You raised the matter of insurance in relation to
Section 13 on Liability. Having re-read this I am not clear what we
would be acquiring insurance again. It is unlikely for us to be able
to obtain insurance again simple non-performance on our part and so
the insurance would have to be again some of the specific clauses
listed in 13.1. However, I cannot see that any of these are relevant
to our situation (I imagine they were crafted with media production in
mind, and in particular, the possibility of libel or misuse of C4 IP).

3. Minor schedule 1 items:
 * (10.2) Clarification that 4IP/C4's licence only cover 4IP/C4 use
and not reuse and redistribution (e.g sale) to 3rd parties.
 * Suggestion that Section 15.4 be cut (it does not seem relevant).
However, I would emphasize this is not a big issue so it can be left
in if it would expedite matters.
 * Clarification re. application of open licenses for content and
data (as well as code). E.g. Open Database License for data(base).

4. Most changes in Schedule 2 onwards are dealt with in the attached
document. Some items to emphasize or in need of further work:

 1. Clarification regarding revenue split (e.g. on consultancy what
about our costs). Also that this relates only to IP developed under
this agreement (so how do we divide revenues from improvements to
material produced under this agreement?)

 2. Splitting current Phase 2 into Phase 2 and Phase 3 (current phase
3 become phase 4). There are some changes in Schedule 3 but these are
not reflected in schedule 2. You suggested this as an option. We are
not concerned either way on this so I leave it to you to either revert
this change or complete it by putting in relevant phases in schedule

 3. Date for Phase 1. I note latest date is Thurs 3 June 2010. At the
moment Phase 1 is scheduled for pre-2010 General Election. However the
risk is the election is called early. To address this the target has
been changed to: Later of (2010 General Election, 19th May)

On 18 February 2010 11:42, Jamie Arnold <jamie at 4ip.org.uk> wrote:
> Rufus,
> As much as a reminder for me as you, here's the questions and actions I
> noted from yesterday's meeting:
> Q) Non-exclusive license and rights -  is this for C4 only and does it cover
> data and content.  Action: JA schedule tele-conf with legal next week to
> clarify.
> Q) Schedule 5 - 50% revenue share is prohibitively high and takes no account
> of cost. Action: RP: provide breakdown of likely revenue streams (i.e.
> transactional, SaaS, Consultancy, bespoke services) over 2 years. JA: to
> revise Schedule 5 based on this new info, with view to reducing 50% on all
> revenues into more suitable values for each revenue stream.  JA: Define
> spin-offs more accurately.
> Q) Clause 15 - does it need to be in there?  Moderation, comp rules, do not
> apply to this product. Action: JA schedule tele-conf with legal next week to
> clarify.
> JA: help with short-list of design and product manager candidates/resource.
>  Agreed that Design/Interaction Lead / Prod manager could be the the same
> person and will need to bottom this out with short-list and further
> discussion.
> We acknowledged that Iconomical will be involved in implementation but will
> not lead creative or produce design.  C4 do not feel they will be able to
> take this product to the next level, but do understand their knowledge of
> the data and coding skills will be useful on the project.
> RP: sound out Dave McCandless - possible creative lead?
> RP: Rufus  to supply JA with website traffic stats so that we can establish
> realistic traffic targets.  JA: update KPI target in contract
> JA - speak to Alice Taylor about gaming + contacts for 'Where Would you
> Cut?'
> We agreed we'd rejig Phase 1 (face lift + visualisations before election),
> move the 'game' to Phase 2 (June) and add a Phase 3 (more data, better
> platform)
> RP - Send marked up contracts (changes tracked) with missing info
> (highlighted in yellow) completed.
> Jamie.
> --
> Jamie Arnold
> Operations Manager
> Channel Four, 124 Horseferry Road, London, SW1P 2TX
> jamie at 4ip.org.uk
> http://4ip.org.uk
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