Kendra Initiative Wiki: KendraMoU

Title:
- Kendra Memorandum of Understanding
Status:
- Draft
Maintainers:
- AllenMorningtonWest
Comments:
- The maintainer has requested that all comments, questions and discussion take place on KendraMoUTalk or the [Kendra Framework] email discussion list and he will update KendraMoU.

MoU? for KendraInitiative - DRAFT v0.3
ver 0.3 kend001_v03_draft_mou_wiki.doc, 23 April 2007, amw, reformat for wiki

Purpose
1. A simple document which is aimed at providing an inaugural co-operative framework for those taking part in KendraInitiative.
2. The background to this Memorandum of Understanding
  1. Some form of agreement is needed on the basic rules of process in order that work on a project, which encompasses the interests of a wide range of stakeholders, can be undertaken. These rules set out how participants should work together, how KendraInitiative will be governed and how participants and other users should respect intellectual property rights (IPR) which may be created or invoked.
  2. These rules also provide a framework to help manage issues such as non-competitive practices and the limits of group and individual liability.
  3. The core statements of KendraMoU must be broadly acceptable to major corporations whose staff may participate on their behalf as well as to small companies and individuals whose outlay for legal protection is severely limited but whose range of contribution and experience comprises the rich heterogeneity which will characterise the success of KendraInitiative.
  4. This Memorandum of Understanding (KendraMoU) is a conflation of the best of such MoUs appropriate to such collaborative enterprises which have been experienced in recent years. The core document is brief and enables a large amount of detail to be formed as Working Procedures and determined by project participants as required and as agreed in open plenary assembly sessions. Plenary assemblies provide the primary means by which participants, being those who agree to accept these rules, determine the progress and evolution of KendraInitiative in a completely egalitarian manner.
3. Objectives of KendraInitiative
  1. The key objectives of KendraInitiative are to promote the use of information about media objects – metadata – so that search, sourcing and retrieval of content in all its present and future forms by business and consumers is made easier and more widespread. The objectives are thus:
  2. To foster the evolution and promotion of methods to enable easy universal search, sourcing and access to all forms of digital content and their consequent rightful use.
  3. To use the collective wisdom of participants and the engagement of open standards to develop tools and methods to make content in all its forms more discoverable.
  4. To encourage commercial and non-commercial models for content searching, sourcing, accessing and use.
  5. To embrace inevitable diversity in metadata standards and access methods whilst promoting interoperability.
  6. Media objects include finished art items such as sculptures and prints, television clips, audio sequences, adverts, street art and video programs. The source of art items is part of the information but it ranges from the individual performer or artist through to corporate management of content.
4. Underlying ethos of KendraInitiative
  1. Those taking part in KendraInitiative agree on some key operational principles as they enable participants to contribute meaningfully in an egalitarian manner without necessitating corporate support. The principles include:
  2. The work of participants shall neither prescribe nor proscribe any specific business model or usage scenario.
  3. As far as practicable deliverables such as standards, methods, metadata definitions and protocols produced by participants in KendraInitiative should be made freely and publicly available under one of the forms of Creative Commons Licence or under GPL or other as agreed and appropriate. They may be offered to an appropriate standards entity for adoption. It is not the intention of KendraInitiative that such methods should themselves be revenue earners but that the business models which they facilitate may be so enabled.
  4. As far as practicable deliverables produced by participants in KendraInitiative should re-use existing methods, standards and specifications where these can be shown to meet the needs of agreed use cases.
  5. Developments arising from work by one or more participants and whose owners intend should be subject to an IPR license should be included in the work of the initiative only if there is a clear undertaking that a license will adhere to FRND terms.
  6. Participation in the project is on an equal, egalitarian, non-discriminatory and non-protectionist basis.
Memorandum of Understanding – draft v0.3
1. Organisation and aims
  1. KendraMoU is intended to provide a framework for the management of KendraInitiative in pursuit of its objectives.
  2. Nothing in the work of participants in KendraInitiative shall be construed as having the intention to inhibit rightful commercial pursuits of a Member Organisation.
  3. KendraInitiative is a not-for-profit voluntary business association, open to all organizations that accept this Memorandum of Understanding . The financing of KendraInitiative may include contributions by Member Organisations who are interested to sponsor the work to meet the objectives of KendraInitiative. (FOOTNOTE nr1: Acceptance of KendraMoU can be as simple as the "I accept" button at the entry point to the web site. For a respectable and accepted example of this see www.verisign.com.)
  4. Any form of anti-competitive behaviour is absolutely prohibited within the activities of KendraInitiative.
  5. The principal objective is to promote and develop as necessary the interoperable metadata, protocols and methods to enable the easy searching, sourcing and rightful use of all forms of digital media content. Where possible the methods will be based on the use of open standards. As examples media types include still images, moving image content, audio media content and their various combinations.
  6. KendraInitiative will develop publicly available technical recommendations and specifications aimed at the needs of all participants in the business chain irrespective of scale of enterprise. This includes content owners or producers, service providers, network operators, software developers, hardware manufacturers and end users or consumers.
  7. Documentation on the activities of KendraInitiative, including draft recommendations and specifications, will be made available to the public via the World Wide Web. Specifications produced by KendraInitiative may be offered to relevant standards bodies for inclusion under terms agreed by members of KendraInitiative.
2. Membership
  1. Membership of KendraInitiative is open to any individual, organisation, including companies, corporations, partnerships and governmental bodies. They are known as representatives of Member Organisations.
  2. Each Member Organisation accepts the terms of KendraMoU as a condition of accessing the work of participants and taking part in the activities of KendraInitiative.
  3. If there has been no representative of a Member Organisation participating in meetings during a period of 12 consecutive months, membership may be assumed to lapse. Member Organisations may resign from KendraInitiative without liability at any time by notifying the Management Committee. Former members and Member Organisations agree to adhere to the ethos of KendraInitiative and of the terms set out in KendraMoU in respect of IPR exposed or developed within meetings and discussion by members of KendraInitiative.
3. Management and Plenary Assembly
  1. The Plenary Assembly is the supreme decision making body of KendraInitiative. Representatives of all Member Organisations are permitted to attend meetings of the Plenary Assembly. Notices of such meetings will be issued by the Management Committee at least one calendar month in advance. Representatives of, at least, eight Member Organisations must be present at the Plenary Assembly to achieve a quorum. KendraInitiative intends that, as much as practicable and in order to manage the expectation of low cost of participation, meetings may be attended electronically as well as physically.
  2. KendraInitiative organisation shall comprise a Management Committee appointed by representatives of Member Organisations present at a Plenary Assembly. Working Procedures which set out detailed procedures will be composed by members of KendraInitiative working in Groups as agreed by majority consensus by participants in a Plenary Assembly.
  3. The Plenary Assembly will appoint a Management Committee comprising up to eight people to lead the activities of KendraInitiative for a term of office not exceeding 14 months. Management Committee members may be put forward for re-election.
  4. One member of the Management Committee will be chosen by the Management Committee as overall chairman. Any member of the Management Committee may be designated to deputise for the chairman at a Plenary Assembly meeting.
  5. The day-to-day activities of KendraInitiative may be undertaken by a number of Working Groups and Ad Hoc Groups. The Plenary Assembly will determine the terms of reference and appoint Convenors to lead these Groups.
  6. Decisions will normally be made on the basis of consensus. Where consensus cannot be achieved, a vote can be taken on the basis of a single vote per Member Organisation.
  7. Proposals for changes to this Memorandum of Understanding must be notified to all Member Organisations at least one calendar month before the Plenary Assembly is due to consider the changes. The changes will be adopted if at least two thirds of votes cast by the Member Organisations present at the Plenary Assembly or represented by proxies are in favour, ignoring any abstentions or invalid votes. The changes will have immediate effect but will not be binding on those Member Organisations who send their resignations to the Management Committee chairman within one month of the date of the changes.
  8. The Plenary Assembly will establish Working Procedures, including voting rules. These procedures, consistent with the Memorandum of Understanding, will be adopted or changed by the Plenary Assembly duly convened if at least two thirds of votes cast by the Member Organisations present at the Plenary Assembly are in favour, ignoring any abstentions or invalid votes.
  9. Each attendee of a physical meeting of KendraInitiative may be required to pay an equal fee as a contribution to the costs of the meeting.
4. Intellectual Property Rights
  1. All prior information that is disclosed during the activities of KendraInitiative shall be assumed to be in the public domain. KendraInitiative supports the development of protocols and methods that support its objectives and expects all discussions to adhere to the ethos.
  2. All patents, copyrights or other prior intellectual property owned by any Member Organisation shall remain the property of that Member Organisation. Such prior ownership shall not be affected in any way by the Member Organisation's participation in KendraInitiative unless the Member Organisation specifically agrees otherwise.
  3. For the purpose of this agreement IPR means any patent, registered design, copyright, database right, design right, trade mark, service mark, trade secret, know-how, right of confidence and any other intellectual or industrial property right of any nature whatsoever, registered or unregistered in any part of the world.
  4. Each member shall be entitled to disclose any of its own pre-existing IPR - the background IPR - which it feels necessary or otherwise relevant to the project.
  5. All background IPR is and shall remain the exclusive property of the member or external entity owning it or, where applicable, the third party from whom the right to use the background IPR has been derived.
  6. Use of the confidential information, including any background IPR, shall be solely for non-commercial use in respect of the project. KendraMoU does not give the any other member the right to use another member's background IPR for any purpose other than that supporting the objectives of KendraInitiative unless otherwise agreed.
  7. The terms of this agreement relating to IPR and confidential information may be enforced by another member subject to, and in accordance with, the UK Contracts (Rights of Third Parties) Act 1999.
  8. Each Member Organisation agrees that, where it is accepted as necessary, it will grant licences for the use of its intellectual property relating to any essential technology included in specifications or methods agreed by the members of KendraInitiative on fair, reasonable and non-discriminatory terms and conditions (FRND terms).
  9. Each Member Organisation agrees to inform the Management Committee in a timely fashion of any of its IPR that might be essential within the context of specifications, protocols or methods proposed for interoperability prior to its adoption in any deliverable of KendraInitiative. A Member Organisation which fails to identify such IPR shall forfeit the right to claim licensing conditions for its use on any other than a free and open basis.
  10. This Memorandum of Understanding shall be governed by and construed in accordance with the law of England and Wales and each party agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales.