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

From: Jeff Jaffe <jeff@w3.org>
Date: Mon, 15 Aug 2016 15:17:53 -0400
To: Virginia Fournier <vfournier@apple.com>
Cc: Revising W3C Process Community Group <public-w3process@w3.org>
Message-ID: <f50b4519-c9e6-8392-d107-949d2cf85b71@w3.org>
All good points.

Just fyi, I believe that the intent is to get Member review for binding 
documents - but to get the input early when it is still in the MOU phase.

Jeff


On 8/15/2016 2:13 PM, Virginia Fournier wrote:
> 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 19:17:59 UTC

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