[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.
Rufus
> 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
>
>
> _______________________________________________
> foundation-board mailing listfoundation-board at lists.okfn.orghttps://lists.okfn.org/mailman/listinfo/foundation-board
> Unsubscribe: https://lists.okfn.org/mailman/options/foundation-board
>
>
>
> --
> Jane Silber | CEO | Canonical
> Dir: +44 (0)20 7630 2472 | Mob: +44 (0)7899 891 943www.canonical.com | www.ubuntu.com
>
>
> _______________________________________________
> foundation-board mailing list
> foundation-board at lists.okfn.org
> https://lists.okfn.org/mailman/listinfo/foundation-board
> Unsubscribe: https://lists.okfn.org/mailman/options/foundation-board
>
>
--
*Rufus PollockFounder and President | skype: rufuspollock | @rufuspollock
<https://twitter.com/rufuspollock>Open Knowledge <http://okfn.org/> - see
how data can change the world**http://okfn.org/ <http://okfn.org/> | @okfn
<http://twitter.com/OKFN> | Open Knowledge on Facebook
<https://www.facebook.com/OKFNetwork> | Blog <http://blog.okfn.org/>*
The Open Knowledge Foundation is a not-for-profit organisation. It is
incorporated in England & Wales as a company limited by guarantee, with
company number 05133759. VAT Registration № GB 984404989. Registered
office address: Open Knowledge Foundation, St John’s Innovation Centre,
Cowley Road, Cambridge, CB4 0WS, UK.
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <https://lists.okfn.org/mailman/private/foundation-board/attachments/20141003/7d6222cb/attachment-0002.html>
More information about the foundation-board
mailing list