[Eg-oversight-board] Fwd: draft agreement to send to MOBIUS

[scott.thomas at sparkpa.org]

Mike,
   Thank you. I appreciate your responses to these questions. I have no further questions at this time.

Scott

-----Original Message-----
From: Mike Rylander [mailto:miker at equinoxinitiative.org] 
Sent: Monday, May 21, 2018 3:09 PM
To: scott.thomas at sparkpa.org
Cc: Donna Bacon <donna at mobiusconsortium.org>; eg-oversight-board at list.evergreen-ils.org; karen at sfconservancy.org; evergreen <evergreen at sfconservancy.org>
Subject: Re: [Eg-oversight-board] Fwd: draft agreement to send to MOBIUS

On Fri, May 18, 2018 at 6:58 PM scott.thomas at sparkpa.org < scott.thomas at sparkpa.org> wrote:

> I just had a chance to look this over. I see a few issues:

> 5.1: Why would MOBIUS, or any organization that runs the conference, 
> have
to pay this fee? It is the Evergreen project's trademark, and, since MOBIUS is providing this service on behalf of the Evergreen project, the Evergreen project should simply license the use of the trademark without a fee.


SFC has made arrangements in the past with 3rd party conference producers that expect to keep a portion of the profit from the conference, and a license is necessary to that they can legally use the trademarks in promotional material in a commercial manner.  If MOBIUS does not plan to retain any profit nor provide marketing and promotional services, which has been an open question, then I think we all agree that it's not needed.

> 5.4: This addresses Profit and makes sense, but what happens if, say,
there is a terrorist attack next spring and the conference ends up losing money? Who would cover the loss? Or is that what the insurance is for?


The project has to cover any loss.  It's a risk we take each year, unfortunately.  Insurance can offset that, though I don't have the details of the plan, if any, that SFC holds currently.

> 5.5: This covers the initial payments, but the contract with the venue
specifies additional payments at various intervals. Why are these subsequent payments not addressed in this agreement?


This is an agreement between SFC and MOBIUS apart from any specific contract, so while SFC was willing to add that first amount into the agreement because of the short timeline, future amounts will need to be invoiced against the project's account held by SFC, or paid out of registration and sponsorship funds, assuming MOBIUS holds those for the project, as the agreement posits.

> This is more general. There is an awful lot of language about the work
MOBIUS is expected to perform when, in truth, my organization, PaILS, will be performing most of the work. Can this be addressed in the language of the agreement? Should PaILS also be a signatory? Or can this be addressed by a sub-agreement between MOBIUS and PaILS wherein PaILS agrees to perform these activities thereby protecting MOBIUS?


It's work that SFC would normally be willing to perform on the project's behalf (or that would be obviated by internal processes at SFC).  It sounds like Donna is trimming them down for SFC to consider.

Regarding parties to the contract, it's my opinion that PaILS should not be a signatory.  This agreement is to mutually protect MOBIUS and SFC while MOBIUS is taking over some duties from SFC (primarily fiscal agency).  The execution of the conference is separate entirely, and is between MOBIUS (who will be financially on the hook by executing the contracts as fiscal
agent) and PaILS who (hopefully with plenty of volunteer help) will be managing the day-to-day of making the conference happen.  SFC will be, essentially, just the project account holder against which MOBIUS will invoice if expenses are incurred beyond receipts at any given time.

Does that help?

Thanks,
--Mike


> Scott


> Scott Thomas
> Executive Director
> PaILS / SPARK
> (717) 873-9461
> scott.thomas at sparkpa.org




> -----Original Message-----
> From: eg-oversight-board [mailto:
eg-oversight-board-bounces at list.evergreen-ils.org] On Behalf Of Mike Rylander
> Sent: Friday, May 18, 2018 4:01 PM
> To: Donna Bacon <donna at mobiusconsortium.org>
> Cc: eg-oversight-board at list.evergreen-ils.org; 
> karen at sfconservancy.org;
evergreen <evergreen at sfconservancy.org>
> Subject: [Eg-oversight-board] Fwd: draft agreement to send to MOBIUS

> Hi Donna,

> I am forwarding here the draft agreement that Karen Sandler from SFC 
> has
created to facilitate MOBIUS' assistance with the 2019 Evergreen conference.  Donna, as you'll see below, Karen invites you to communicate directly with her regarding final detail.  I believe this captures the intent of our plan and has all parties interest represented.  Thank you for your patience in this matter.

> Karen, thank you again for all your help with this.  I, and the 
> project,
appreciate it greatly!

> I am here to help in any way I can so feel free to contact me directly 
> on
on-list if I can be of further assistance, but my hope is to step out of the way so this can be finalized ASAP.

> Thanks again, all!

> --
> | Mike Rylander
> | President
> | Equinox Open Library Initiative
> | phone:  1-877-OPEN-ILS (673-6457)
> | email:  miker at EquinoxInitiative.org
> | web:    http://EquinoxInitiative.org


> ---------- Forwarded message ---------
> From: Karen M. Sandler <karen at sfconservancy.org>
> Date: Fri, May 18, 2018 at 3:51 PM
> Subject: draft agreement to send to MOBIUS
> To: evergreen <evergreen at sfconservancy.org>


> Hi Mike and EOB!

> Here's a draft agreement to send to MOBIUS. I'm attaching a 
> libreoffice
document and also a .pdf for convenience. I'm happy to also send a .docx if that's helpful.

> As we've discussed, this agreement is written to codify the 
> relationship
that MOBIUS and Conservancy have as MOBIUS helps out the Evergreen project with its 2019 conference. I've put together the agreement as I've understand from you it should look, but of course I'm ready to make any edits that need to be made. There are still a few placeholders in the agreement we'll need to fill in, like the name and title of the signatory at MOBIUS. I'm on a plane today but I'll do my best to turn around a final version of the agreement quickly.

> MOBIUS should feel free to contact me directly with any questions or
comments they have and I'll keep the EOB in the loop. I'm only sending this via you as I'm not 100% sure who the right contact is at MOBIUS to send it to and I know we want to move quickly.

> best,
> karen


> Karen M. Sandler
> Executive Director, Software Freedom Conservancy __________ Become a
Supporter today! http://sfconservancy.org/supporter/