Documents assigning IP rights to us

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Ashcroft Burnham
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Documents assigning IP rights to us

Post by Ashcroft Burnham »

Following the recent meeting of the S. P. C., I have been looking into deeds of assignment for intellectual property rights by content providers to the Confederation/city.

Gwyneth sent me (and the other members of the S. P. C.) by e-mail a modified copy of a contract for work that she proposed to use. I reproduce it below:

[quote="Gwyneth Llewelyn"]
1 INTERPRETATION
1.1
In this Contract the following words shall have the following meanings:

"CDS" Confederation of Democratic Sims; the recipient of the content provided under these Contract of Agreement;
"Content Provider" Signee of these Contract for the purpose of providing CDS with content on the "Colonia Nova" simulator;
"sim" Short form for "simulator";
“the Contractâ€

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Post by Gwyneth Llewelyn »

Ah... thanks for posting this, Ashcroft, I mostly missed this thread. Sorry!

(it's becoming harder to hide that I'm a blonde... hmpf, fair-haired iRL)

Anyway, like you so well pointed out, there are two separate issues here. One is that most work in CN will be outsourced, either to NFS/CDS citizens, or to third parties. We need to establish a contract with them that not only deals with payment issues, but transfer of licenses on the use of the content created. So both things are actually needed.

The Confederation of Democratic Simulators is not a "natural person or a registered company" etc, but that will always be the case, isn't it? All we can ever claim to be is that the CDS is the name of the virtual goverment of a territory in Second Life, over which its jurisdiction is held. This means that the contracts/deeds/assignments are only valid under the CDS's jurisdiction (and eventually any other entity that recognises the CDS's jurisdiction — at this moment, none whatsoever).

So, the CDS is truly a virtual entity, a virtual state, and its existence as a legal persona is only valid in relationship to the CDS itself. This is not unlike a contract signed, by, say, the Principality of Sealand or any other unrecognised micronation. Anyone might argue that, since the Principality is not recognised formally by any country, all contracts signed between the Principality and outsourced companies are void, by definition, since there is no legal persona that can ackowledge the existence of the Principality (one could, indeed, argue that the self-styled Prince of Sealand is, in fact, a subject of HMQ Elisabeth II, and thus he would be able to sign contracts in his personal name instead, which would be enforceable under British law. In practice, that would defeat the whole point of claiming that Sealand is a sovereign state :) ).

Note that I like the "Definitions" bit and agree that they should be included in every contract signed by the CDS with any contractor.

I fail to understand why you feel that the CDS should *not* have contracts with the people they're going to, uh, "contract" the building job. :) Somehow, you seem to be doing a 180º turn by minimising the whole purpose of the CDS legal system :) Of course the CDS will sign a contract with prospective builders and texturisers, and naturally those contracts will be valid nder the CDS's jurisdictions.

There is no need to confuse the issue by stating that the contracts won't be valid in any real world court. That is not their intended purpose at all :) If people would require a valid, real world contract, valid in a real court, under, say, the jurisdiction of Namibia, well, we would have to write it differently.

Right now, people in SL work under no contract at all, or, in some limited cases, under a notarised contract signed at the Nota Bene device. But they have no jurisdiction to refer to :) The CDS, however, has — it has its own jurisdiction :)

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Post by Ashcroft Burnham »

Gwyneth Llewelyn wrote:

Anyway, like you so well pointed out, there are two separate issues here. One is that most work in CN will be outsourced, either to NFS/CDS citizens, or to third parties. We need to establish a contract with them that not only deals with payment issues, but transfer of licenses on the use of the content created. So both things are actually needed.

Yes, indeed: my argument is that the contracts should be individually negotiated in each case, but that the assignment should be in standard form, and should form part of the consideration for those contracts.

The Confederation of Democratic Simulators is not a "natural person or a registered company" etc, but that will always be the case, isn't it? All we can ever claim to be is that the CDS is the name of the virtual goverment of a territory in Second Life, over which its jurisdiction is held. This means that the contracts/deeds/assignments are only valid under the CDS's jurisdiction (and eventually any other entity that recognises the CDS's jurisdiction — at this moment, none whatsoever).

Ahh, no, it doesn't mean that: the CDS is a collection of real people working together for a common purpose, and treating themselves as a single organisation: that makes us, in real life, an unincorporated association ( a collection of people who act as if they're a corporate body, but, as far is the law is concerned, are not). It is possible, in English law at least, for members of unincorporated associations between them to own property, including intellectual property.

If our assignments (not contracts) were not valid in real-world law, then people who made the items in question, and who have real-world intellectual property rights over them, might be able to enforce those rights in a real-world court against us. The assignments are designed to divest people of ownership of those IP rights both in our jurisdiction, and real-world jurisdictions, in return for contractual consideration enforcable in our jurisdiction.

I fail to understand why you feel that the CDS should *not* have contracts with the people they're going to, uh, "contract" the building job. :) Somehow, you seem to be doing a 180º turn by minimising the whole purpose of the CDS legal system :) Of course the CDS will sign a contract with prospective builders and texturisers, and naturally those contracts will be valid nder the CDS's jurisdictions.

You misunderstand me :-) I do not say that there should be no contracts: I say that the contracts and assignment are very different things, that the assignment is not the contract itself, but the subject matter of the potential contracts, and that, whilst the assignment needs to be in a standard form, the contracts can be negotiated in individual cases (which is why I have not written a standard version here). We may want to think of developing standard terms to put in those contracts. As I wrote above, the contracts should be, as would be our usual practice, valid only in our jurisdiction (which we enforce with our ToS for citizens, and a clause in the contracts themselves for non-citizens, saying "This agreement shall be binding and enforcable in, and only in, the in-world courts of the Confederation of Democratic Simulators, and shall not be construed as a binding agreement in any real-world court")

There is no need to confuse the issue by stating that the contracts won't be valid in any real world court. That is not their intended purpose at all :) If people would require a valid, real world contract, valid in a real court, under, say, the jurisdiction of Namibia, well, we would have to write it differently.

We should, however, have that clause just in case anybody tries to sue us in a real world court (or threatens to do so).

Right now, people in SL work under no contract at all, or, in some limited cases, under a notarised contract signed at the Nota Bene device. But they have no jurisdiction to refer to :) The CDS, however, has — it has its own jurisdiction :)

Quite :-)

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Post by Gwyneth Llewelyn »

Ashcroft Burnham wrote:

You misunderstand me :-) I do not say that there should be no contracts: I say that the contracts and assignment are very different things, that the assignment is not the contract itself, but the subject matter of the potential contracts, and that, whilst the assignment needs to be in a standard form, the contracts can be negotiated in individual cases (which is why I have not written a standard version here). We may want to think of developing standard terms to put in those contracts. As I wrote above, the contracts should be, as would be our usual practice, valid only in our jurisdiction (which we enforce with our ToS for citizens, and a clause in the contracts themselves for non-citizens, saying "This agreement shall be binding and enforcable in, and only in, the in-world courts of the Confederation of Democratic Simulators, and shall not be construed as a binding agreement in any real-world court")

Oh! Indeed, I completely misunderstood you, and I was even surprised: "Ashcroft does not want contracts? That's so strange!" But, being the rationalist you are, I was pretty sure there would be a good reason for not wanting any contracts at all :)

In any case, while I obviously agree that there are no two contracts that will ever be exactly the same — while the assignment notes certainly can be the same — I'd love to have a template for potential contracts. You know how it is — "here is the template of the contract we usually handle out to the builders we work with, please take a look and come back to us with any requests for changes, and we'll work on them together".

So, if you wish to propose a "template" for the contract — one that makes reference to the deed of assignment of IP — I'd really appreciate that work. It would certainly give us something ready, finished, and reviewed by a professional lawyer to present at the Bureaucracy Workgroup for the Sim Planning Committee and I would be very, very thankful for that...

*hears whiplashes from Aliasi, having our skins for working too slowly on CN*

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Post by Brian Livingston »

Hi: Just checking to see if this is ready for general use or if it is still on the drawing boards :) Building and Promotion could use this as soon as possible.

Thanks!

--BL

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