[Cryptech Core] template contract - revised

Leif Johansson leifj at sunet.se
Wed Jun 4 14:30:15 UTC 2014


I've now spoken to Ulf and the NDN contract folks. They are preparing a
few proposed changes (actual text tomorrow):

- A clause that sais that the contract doesn't imply any relationship
beyond the contractor/buyer one. This is to protect against
inadvertently extending employment benefits, pension etc to any of you.
Pretty standard given our labour laws.

- A clause that says that Supplier has rights to the IPR they
contribute. I believe we already have consensus here. The lawyers are
parsing BSD license to figure out if there are any addl IPR protection
but I don't think there will be any in the end.

- A new legal protection clause which specifically talks about IPR
infringement and nothing else - all other forms of liability is covered
by the insurance section - instead of the one that opened up for "nsa
nuisance lawsuits".

- A new *mutual* confidentiality protection clause. This one protects
both parties equally and sais that we won't do secret shit in general.

The only really new thing here is the relationship-limiting one.

Other than that I bring two questions:

1. Does anyone feel *really* strongly about arbitration vs courts? The
Danish lawyers would like Danish Arbitration and Danish jurisdiction.
I don't think the jurisdiction thing is negotiable - its a Danish
company after all - but if somebody feels *really* strongly that they
want to live in Danish courts rather than in Danish arbitration we might
be able to swing that. I just don't want to spend cycles on it for funs
sake.

2. I have a request to add a requirement that Supplier promises to keep
insurance for at least 5 years after contract end. I think everyone
agrees that there is very little value in something like that but it
seems to be std language. Does anyone care if something like that is in
the contract? I'm assuming nobody drops insurance anyway...

	Cheers Leif




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