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

Thu Feb 18 12:42:29 UTC 2010

Hi Rufus

Thanks for keeping the Board updated. I think you're absolutely right
to raise adding additional budget where they're adding additional
deliverables, and to push back on the tight schedule wrt to bringing
more people on board.

All the best

Becky

On 18 February 2010 12:21, Rufus Pollock <rufus.pollock at okfn.org> wrote:
> 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!):
>
> <http://okfn.org/board/wiki/WDMMG>
>
> 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.
>
> Regards,
>
> Rufus
>
> ---------- 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).
>
> Regards,
>
> Rufus
>
> 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
> API.
>
>     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
> point.
>
>  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
> under-specified.
>
>  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
> 2.
>
>  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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>>
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>
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