User:Francis Davey

I'm a lawyer. My website may tell you more about me. I don't read my talk page often enough so please email me if you want to get in touch.

Chapter Agreement

I have made some proposed edits to the draft at Foundation/Local Chapters/Agreement.

Specific points:

• I think it is always good practice to indicate the identity of the parties and, in some cases, it is essential. Names change, so giving the registered number (and place of registry) of a company is always good practice. Traditionally this is done at the head of an agreement, but that might make your template look untidy. I have put it at the end.
• Clause 4.1 - avoid passives. I have added a mechanism for OSMF to update the chapter. You could instead have a public list somewhere.
• Clause 4.2 - I prefer "must use" to "is obliged to utilize". I am not sure whether the rest of the clause really makes sense. I have done my best with it.
  • First puzzle is that clause 2 seems to permit the use of something I am calling the "operating title" but 4.2 seems to mandate it. Is that right? If it is, I would suggest snipping this bit out of 4.2 and putting in clause 2 something like "The Chapter must operate under the name ___________" and actually put in a specific name.
  • Second, it is unclear what intellectual property is meant here. It could be read as trying to claim all IP generated by the Chapter. What I think you mean is that you want any trademarks that might infringe on OSM related marks to be transferred or deregistered. Is that right? If so, this clause could be tweaked.
• Clause 4.4 - I think again you are trying to restrict the use of names and namelike things here rather than IP in general. I think the redraft does what you want.
• Clause 6.3 - "support" is a bit vague for a contractual promise. I suspect that you don't mean to commit yourselves to anything precise here, but it is just possible a court might understand it to indicate that you will do something. Most likely that won't be a problem, but I am just flagging the point up.
• Clause 9.2 - I've amalgamated a number of provisions into a more logical structure and removed the passive voice.
• Clause 12 - put in something to happen if you can't agree a mediator.

Note: passive voice is bad not for stylistic reasons, but because it is important to know in a contract who it is who must do something.