[Cryptech Core] draft template document

Joachim Strömbergson joachim at secworks.se
Sun Jun 15 07:38:17 UTC 2014


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Aloha!

Leif Johansson wrote:
> If we wanted the contract to say what Joachim believes it sais it 
> would have been spelled out along the lines of "hardware must never 
> be covered by the project". It doesn't say that.

And that is where the problem lies.

Right now we have spent a lot of time getting the contract finished and
I'm not here to add more delay. I will not make this a bigger hurdle,
but we both know that I will be agreeing to a para that we both know is
not correct.

I've been a consultant for the better part of 15 years and have signed
numerous contracts with clauses like 2.2. When something like this is in
the contracts it means that the other party is worried about something
(expenses usually, just like this case) and something I have to respect
and adhere to. But normally a clause like this is in line with the
purpose of, and how the project will operate. In this case we both know
that it is not the case. We WILL be buying stuff and as 2.2 stands it
will be the contractors that have to pay for that.

> Adding "unless agreed to by both parties" everywhere just adds 
> redundancy to the contract.
> 
> You can *always* add to a contract by agreeing to an exception. That 
> is a basic fact of contract law and doesn't have to be spelled out 
> everywhere.

Yes you can. But then you do that by putting it in writing. At least if
the contractor does not want to risk being at the wrong end of an
unexpected loss. If push comes to shove, and you are dealing with
lawyers, what you signed your name to agree on is what is the truth and
what you must abide.

My humble suggestion: Either remove 2.2 since it is not aligned with the
project, or add a similar exception as for travel expenses. And if you
think the exception for travel expenses is redudant you can axe that one
too. But if this takes up extra time lets just move on, ok?

(The good thing having this one @core is that now there is a trail where
you Leif have stated the Nordunet lawyers have said that this is really
a no issue even though it is not in line with the actual wording in the
contract.)

Now I'll stop and go back to AES and entropy stuff.

- -- 
Med vänlig hälsning, Yours

Joachim Strömbergson - Alltid i harmonisk svängning.
========================================================================
 Joachim Strömbergson          Secworks AB          joachim at secworks.se
========================================================================
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