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

From: David Singer <singer@mac.com>
Date: Mon, 15 Aug 2016 13:28:57 -0700
Cc: Virginia Fournier <vfournier@apple.com>, Revising W3C Process Community Group <public-w3process@w3.org>
Message-id: <E26EE456-589A-47C7-8ADB-FE39020FFA55@mac.com>
To: Jeff Jaffe <jeff@w3.org>
It’s kinda odd.  W3C is the only org I know that uses the MOU term.  I am much more familiar with liaison requests and liaisons.

> On Aug 15, 2016, at 12:17 , Jeff Jaffe <jeff@w3.org> wrote:
> 
> 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
>>> 
>>> 
>>> 
>>> 
>> 
>> 
> 
> 

Dave Singer

singer@mac.com
Received on Monday, 15 August 2016 20:29:25 UTC

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