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

[Karen M. Sandler]

On 2018-05-21 3:20 pm, scott.thomas at sparkpa.org wrote:
> Mike,
>    Thank you. I appreciate your responses to these questions. I have
> no further questions at this time.

Hi Scott!

I agree with what Mike said, I just interject a few small points below.
> 
> 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.

Yes we just need to make sure that Evergreen's mark is protected. If 
this is all the case, we can drop the fee from the agreement and state 
that this is the case.
> 
>> 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.

I think we need to adjust the agreement in order to make this the case. 
I'll talk to the EOB about the right way to accomplish this.

> 
>> 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.

Exactly! We would expect the expenses to be covered by the conference 
income. If there's a timing problem anticipated (like there is with the 
initial payment) let us know and we can rethink whether this needs to 
change.

> 
>> 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.

Yes, and if MOBIUS and PaILS want to have a contract with each other, 
that's also totally fine.

karen