KendraEnterpriseModel

• Request: Can somebody (ChrisCook and DanielHarris seem to be the advocates, but others join in) please post an explanations of what a LimitedLiabilityPartnership is, and what a CompanyLimitedByGuarantee is, and the benefits and limitations of each structure. -- GordonRae
  • Suggestion: Create the pages and request for comments on those pages. Suggest we remove this item if you are happy and replace with a couple of links to reduce clutter. -- DanielHarris

• Request: This page discusses two different topics, the benefits of adopting a LimitedLiabilityPartnership, and the benefits of adopting a particular structure for owning and sharing IP. Each may be valuable independently of the other. Should we split the page into two pages? -- GordonRae
  • If you feel the need to differentiate then just create LimitedLiabilityPartnership. No need to ask. Nice wiki work BTW! ;-) Suggest we remove this item if you are happy and replace with a couple of links to reduce clutter. -- DanielHarris

• Request: KendraEnterpriseModel needs to be compared to, put into the context of, and reconciled with the work we are doing on KendraMoUTalk, KendraStructure and KendraTao. -- GordonRae
  • I second that. All documents need to interrelate and reference each other and should not stand in isolation. Have added this need to KendraModusOperandi. -- DanielHarris

• Request: Please could ChrisCook update this page to incorporate the latest ideas and graphic. To incorporate a graphic you'll need to publish it on you own website somewhere and then refer to it - see the source code of RomekSzczesniak for an idea of how to do this. It's easy! -- DanielHarris
• Request: Please also make wiki links out of as many words as you can. For instance: Kendra goes to KendraInitiative and MOU to KendraMoU. It'll help read better. -- DanielHarris
• Question: How far can this scale? I'm assuming there are no limits either in number of participants or geographic locations. Also, how do companies in other countries feel about signing up to KendraEnterpriseModel based in the UK? -- DanielHarris
• Question: Are you proposing a structure for KendraInitiative? What you seem to be proposing is a structure out side of KendraInitiative; a structure that involves a "co-operative consortium of service providers – founded by Kendra". So the consortium is external to KendraInitiative? So, what are waiting for? -- DanielHarris
  • I am proposing a legal protocol (a legal XML is a good way of viewing it) - within the context of a UK LLP as a globally applicable "wrapper" - which will link the existing Kendra Company Limited by Guarantee with other stakeholders. The MOU is essentially setting out the relationships - in a non-binding form - which would form the basis for a Kendra LLP agreement. Kendra would be a member of a Kendra LLP: it's a philosohical question as to whether that constitutes "outside". -- ChrisCook
• Question: KendraInitiative is not a service provider; "developing" yes but not "operating and managing" the open content marketplace. But KendraInitiative is just "founding" this "consortium of service providers" right? -- DanielHarris
  • KendraInitiative acts as a catalyst, and develops a framework within which the stake-holders "self organise". -- ChrisCook
• Nothing else? What does "founding" actually require - exactly and specifically? -- DanielHarris
  • The existing Company limited by Guarantee would essentially also be a "Custodian" for metadata, certainly, and maybe in due course the actual IP. Essentially it would be the "guardian" or steward of the transaction and title registry that forms the basis of the markets in IP (as such registries do for all markets). -- ChrisCook
• Question: Why does the "consortium of service providers" have to be "founded" by KendraInitiative? Why can't the "consortium of service providers" found themselves? -- DanielHarris
  • They would "found themselves". But someone always has to lead or catalyse the process. And unless your resources are infinite there is no reason why you and other "developers" should not be reasonably remunerated as initial "Developer" Members. The problem with a Company Limited by Guarantee is that the entrepreneurs who set them up end up losing control of them unless they are happy to starve in a garret. -- ChrisCook
• How many media and technology businesses do you know that would sign up to this idea? -- DanielHarris
  • If they will sign up to an MOU they will sign up to an LLP in due course. They lose nothing except any potential liability they had. But they have to be presented with it first. -- ChrisCook
    • Please answer my specific question. I need specific names of content owners and service providers that will sign up to KendraEnterpriseModel. You need advocates to the idea. Contact content owners and service providers that you know and get them to sign up to this idea. Get CEOs, CFOs and CTOs to sign their name, title and company at the bottom of this page. I will want to speak to these people and ask them question on the proposed structure too. -- DanielHarris
• How many record labels have said yes to an LLP structure, for instance? -- DanielHarris
  • No idea. But I would bet that few labels are by now unaware of them, and most interact with them frequently. The number of LLP's has doubled to 14,000 in the last two years. No-one has the first idea what they are doing, because there is no requirement for LLP's to report to anyone in respect of waht they are doing (although the taxman needs to know eventually). -- ChrisCook
    • I should have been clearer: I'm only really interested in how many people are supporting KendraEnterpriseModel. I'm happy to strike this question as the question above covers it. -- DanielHarris
• Question: What do you want from us and from KendraInitiative? What exactly do you want us to do? What are the exact actions you want us to take? I'd like to get a really clear understanding of your desire before I put my vote to giving you a platform at KendraSummit20070627. I look forward to your answers... -- DanielHarris
  • I'm not an alien from Planet Zog, you know: or an unexploded bomb: or intent on a hostile takeover! -- ChrisCook
    • I do not think that you are any of those things either. Seeing as we are both in agreement here shall we agree to remove your comment and this reply so as not to clutter this discussion? If so, please feel free to remove them on your next edit. -- DanielHarris
  • I don't want anything from this other than the satisfaction of seeing Kendra work the way it deserves to. -- ChrisCook
    • That's cool. But what exactly you want KendraInitiative to do? I'm asking for guidance. Please give detailed steps. -- DanielHarris
  • Kendra is capable of leading the formation of a simple and rational neutral platform for IP such as music and video. ie concluding the process that Napster began. The use of an LLP (or possibly an LLC), which is capable of evolving over time as the project moves from development through implementation into operation, is the only enterprise model within which Kendra can achieve its goals. It's that simple. What can Kendra lose by allowing me to explain the model I advocate? -- ChrisCook
    • I'm asking you to explain right here and now. I want to be clear on what you are saying and what the implications are. I am not yet clear. If you talk at an event organised by KendraInitiative then I will surely be asked what I think. Hence, I am getting information from you. Expect many more questions and requests for details, clarity and structure. -- DanielHarris

Kendra can only succeed if it has a viable, scaleable and above all neutral "enterprise model" ie legal and financial structure capable of underpinning global music and video "domains" – "Dot Music" and "Dot Video"

The following proposal is based upon the "new" UK Limited Liability Partnership" – a unique combination of corporation and partnership which is:

• open in terms of membership ie any stakeholder, not just investors, may join;
• infinitely flexible in structure and governance – since an LLP agreement is whatever the members agree and in fact need not even be in writing;
• tax transparent – so that as far as the UK tax-man is concerned it does not exist – so that revenues pass straight through to the members.

Legal Structure - eg Dot Music LLP

The proposed LLP will have four Members:

• a "Trustee" Member – whose purpose is to act as custodian of the intellectual property comprised in the music, video etc available – ie a "Music Foundation" ;
• an "Owner / Investor" Member – this will comprise a co-operative consortium of all those individuals and enterprises who have created or acquired the intellectual property comprised in films and video;
• a "User" Member – this will comprise a co-operative consortium of all those individuals and enterprises who wish to have use of the intellectual property;
• a "Manager" Member – this will comprise a co-operative consortium of service providers – founded by Kendra – responsible for developing, operating and managing the necessary communications and technological platform and also providing necessary billing and administration.

The LLP agreement will incorporate a licence – probably the "Creative Commons" licence. The outcome is a neutral legal platform neither "open" like the GPL nor "closed"/ proprietary but in fact both closed, in that only members of Dot Music LLP may access music on the platform: and open, in that membership is open to anyone who consents to the agreement.

Members may charge for the use of intellectual property within the terms of the LLP agreement/licence, and the Manager member will receive a share of revenues collected in order to cover costs. It is also recommended that an amount be collected by the Foundations to be made available for the purpose of providing funding for film-makers and musicians. ie those asserting exclusive rights of ownership of the Creative Commons give something back to those excluded.

Web Structure

The structure is essentially of two dedicated "private" domains – "Dot Music" and "Dot Video" within which instant music messages and instant video messages circulate on a generic "market network". The domain servers will also host the necessary billing/accounting systems.