[foundation-board] Omidyar Grant Agreement

Fri Oct 3 11:53:57 UTC 2014

Hi Rufus -

I think the clause below is probably fine and that it's reasonable that
there is a key personnel clause. The only thing I think may be of
concern is that there no time periods associated with it.  In a
commercial contract, those actions would be temporally bound (e.g., find
a replacement within N months, terminate with N months notice, etc). 
Time restrictions cut both ways - some would be to our favour, some not
so we need to ve very careful what we ask for. I would recommend that we
try to negotiate a notice/cure period on the termination clause.  E.g.,
they can terminate with 3 (6?) months notice.  Depending on payment
structure, an immediate termination is harsh and may leave OK in an
untenable position.   I wouldn't raise the issue of any time restriction
on our actions (e.g,. time to find a replacement).  If it's important to
ON they will ask for it and there is no reason to negotiate against
ourselves.

On a new point, can you share the language around the $75K for executive
search?  I'm asking because I believe we will spend less than that. I'd
like to see if we can get access to the remaining funds for something
else.  For example, it could be used to pay a search firm for a new
Technical Director, or A Business Development Executive, or a Finance
Director, or any other senior role that may be needed in the next year
or so.  Or it could be used to facilitate further org development.  The
language in the grant may allow for this already, or this may be a place
in which we want to negotiate some additional language.

thanks,
Jane

On 01/10/14 18:28, Rufus Pollock wrote:
> Dear Board,
>
> The ON Grant agreement looks fine but there is one significant new
> clause (that apparently they knew about but had forgotten to mention).
> Slightly tweaked (for clarity):
>
> <quote>
> If
>   a). Rufus Pollock, President of Grantee (the “Key Person”) 
>     (i) ceases to devote substantially all of his business time to the
> activities of Grantee,
>     (ii) OR Key Person is terminated, whether voluntarily or
> involuntarily, with cause or without cause
>     (iii) OR Key Person resigns from Grantee
>   And b) And Grantee does not find a replacement to the satisfaction
> of Grantor
>
> then Grantor may, upon written notice to Grantee, withhold further
> Grant payments to Grantee and/or terminate this Agreement.
> </quote>
>
> Now, I am OK with this clause but it is obviously not-insignificant
> point for the Board so I wanted to raise it before we signed
> (otherwise the agreement seems fine).
>
> Rufus
>
>
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