[foundation-board] Omidyar Grant Agreement

Rufus Pollock rufus.pollock at okfn.org
Fri Oct 3 14:05:23 UTC 2014

On 3 October 2014 12:53, Jane Silber <jane.silber at canonical.com> wrote:

>  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.

I've followed up with them.

> 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.

I'm pretty certain this 75k is earmarked for exec search and can't be used
for anything else (though I note it is not clear if just one person). I can
try and clarify further here.


> 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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