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Re: w3process-ISSUE-172 (Define MoU): What is a "Memorandum of Understanding"? [Process Document]

From: Virginia Fournier <vfournier@apple.com>
Date: Mon, 15 Aug 2016 11:13:13 -0700
Cc: Revising W3C Process Community Group <public-w3process@w3.org>
Message-id: <355C7824-0B73-4490-AFB7-283D21E305FD@apple.com>
To: Jeff Jaffe <jeff@w3.org>
Hello all,

From a legal perspective, an MOU and an agreement are not the same thing.  An agreement is a binding document that memorializes the parties’ legal obligations.  An MOU is a document that is usually non-binding and memorializes the parties’ intent.  So defining an MOU as a “formal agreement” and/or “contractual framework” could be quite confusing.

Since you reference rights and obligations, confidentiality, and IPR, it sounds like you are talking about a binding agreement.  So, my suggestion is that this type of agreement be called something other than an MOU.  Perhaps “Liaison Agreement”?

Best regards,

Virginia Fournier
Senior Standards Counsel
 Apple Inc.
☏ 669-227-9595
✉︎ vmf@apple.com

On Aug 14, 2016, at 11:52 AM, Jeff Jaffe <jeff@w3.org> wrote:

On 8/14/2016 8:07 AM, Revising W3C Process Community Group Issue Tracker wrote:
> w3process-ISSUE-172 (Define MoU): What is a "Memorandum of Understanding"? [Process Document]
> http://www.w3.org/community/w3process/track/issues/172
> Raised by: Charles McCathie Nevile
> On product: Process Document
> This is raised on behalf of Daniel Dardailler.
> Request:
>      - provide a definition for our use of the term "Memorandum of
> Understanding (MoU)" in the Liaisons section.
>      https://www.w3.org/2015/Process-20150901/#Liaisons
> Rationales:
>      - the Team is often asked to sign "MoUs" with other organizations
> that are just simple liaisons from our point of view, that is, they do
> not justify Member review, but because the other parties call them
> "MoU", and insist on doing so, we are often in an unclear situation (is
> it a "real" MoU ? should we inform our members ?).
>     - MoU is as good as any other similar name like "Agreement" or
> "Partnership", "Formal liaison", so we only need to provide details for
> our own meaning of the term, and need not to change it.
> Proposed modification:
>     - no change to the text using the term MoU, only make the term a link
> to a new definition entry, that can be added elsewhere
>     - Suggested new definition:
>       "In the context of the W3C Process, an MoU is a formal agreement,
> i.e. a contractual framework with W3C rights and obligations, that
> involves joint deliverables, an agreed share of technical
> responsibilities with due coordination, and/or considerations for
> confidentiality and specific IPR.

Most of this sounds good to me.  But the "or" clause might mean that if we go visit a Member and they require an NDA by their process (even if there is no exchange of information) that it would require Member approval.  So we may need to tweak this a bit.

>  The agreement may actually be called
> something else that an MoU, and something called an MoU may not be a W3C
> MoU in that sense.
> - https://lists.w3.org/Archives/Public/public-w3process/2016May/0034.html
Received on Monday, 15 August 2016 18:55:44 UTC

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