[foundation-board] Fwd: CKAN (Open Knowledge Foundation) / Scraperwiki MOU

[Jordan S Hatcher]

Comments inline
On 31 Mar 2011, at 12:35, Rufus Pollock wrote:

> HI All,
> 
> I have been conversing with Scraperwiki over the last few weeks since
> seeing them in Liverpool about a CKAN (OKF) - Scraperwiki partnership.
> Outlined below is a draft agreement based on the latest conversation
> (this morning). Any thoughts?

Can we start to move to agreements as document files instead of email?

> 
> Going forward when we have a PSC in place for CKAN I assume it would
> also go there and then announced to the wider community ...
> 
> Rufus
> 
> ---------- Forwarded message ----------
> From: Aidan Mcguire <aidan at scraperwiki.com>
> Date: 31 March 2011 11:49
> Subject: CKAN (Open Knowledge Foundation) / Scraperwiki MOU
> To: Francis Irving <francis at scraperwiki.com>, rufus.pollock at okfn.org
> 
> 
> The following is a potential Agreement
> 
> ScraperWiki and CKAN (Open Knowledge Foundation) will enter into a

Strike "will enter" and sub "
> Memorandum of Understanding to best use scarce resources and to
> leverage as much as possible their joint operations.

Please don't ever use "as much as possible" in contractual / semi-contractual language. This is the type of language that would likely be interpreted by courts as meaning we have to do the obligation even if that obligation is detrimental to us as an organisation.

I know it sounds wordy and legalese, but there is case law that supports it -- would prefer substituting: 

* "reasonable but commercially prudent endeavours"
Or just "reasonable endeavours" if you _have_ to...

Also can we say something about the requirement that the OKF must remain within its goal of promoting open knowledge here?
> 
> Specifically they will seek to do the following
Strike "seek to do" and substitute "investigate"
> 
> Converge on a shared platform (Example SW -= adopt CKAN Web user
> Interface / Catalogue Features
> CKAN to adop S/W at ETL system / Views
> 
> Enter into a binding MOU
> The MOU to have clauses to enable fair exit under agreed condition (TBD)
> The MOU to recognise the investment in the platform and to include a
> mechanism to recover that investment (perhaps with graduated payments
> over time)

Payments from who to whom and for what?

> the MOU to incl Cross Code Licensing (specifics to be agreed()
Can't we say that this will be FOSS?
> Each party free to brand separately
> 
> Agreed - Next Step
> Francis to indicate is this a suitable model
> If yes actions
> 
> Each to promote the other at events

again, can we soften this a bit? Do we have to promote them at every event?

> Rufus / James to trial ScraperWiki for data.gov.uk
> Aine/Aidan to sell CKAN as part of ScraperWiki Offer
> Rufus/Francis/Julian to agree a broad roadmap and actions to integrate
> Put live current integration
> 

Assuming you will enter into a full MOU?  If so, why do we need this email or is this just outlining the call and what the MOU will look like?

Thanks for your work on this one and hope this helps.

Jordan


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____
Mr. Jordan S Hatcher, JD, LLM

More at: <http://www.jordanhatcher.com>
Co-founder:  <http://www.opendatacommons.org>
Open Knowledge: <http://www.okfn.org/>