Complete WP-0004 and WP-0005 jurisdiction research (8 of 8 each)

Executes all remaining shared jurisdictions across both workplans:
Germany/EU (deepened contract-law angle), US (deepened), UK (deepened),
Argentina, India, China, Africa (South Africa + OHADA), and Asia-Pacific
(Singapore, Japan, Australia) - 13 new history/ research artifacts.

Highest-priority findings:

- Australia's Unfair Contract Terms regime (expanded Nov 2023) covers
  standard-form contracts with any business under 100 employees/$10M
  turnover by default - the CUA is exactly such a contract, and most
  realistic Customers fall within this threshold. Unlike every other
  jurisdiction's consumer carve-out, this is not an edge case.
- China requires a "foreign-related" contract even to select foreign
  governing law, subject to a vague public-interest override even then -
  confirms a dedicated China rider is needed for both the License/CUA and
  the Enforcement Partner Agreement, not a shared global clause.
- India flatly prohibits advocate contingency fees (no exception gates,
  stricter than Germany) while explicitly permitting third-party
  litigation funding - the cleanest confirmation yet that the Litigation
  Funder/Local Counsel split-role model is both necessary and legal there.
- Japan's Article 12 fee-splitting rule means even the split-role
  fallback needs jurisdiction-specific structuring - the first case where
  the workaround itself, not just the original mechanism, has an open
  compliance question.
- Contingency Share ceilings vary widely where available: UK 50% (exact
  match), South Africa 25%, Argentina 35% (50% only with risk assumption),
  China 18% down to 6% on a sliding scale that shrinks as claims grow.
- Recurring cross-jurisdictional pattern (Germany, EU, US via CCPA,
  Argentina): B2B governing-law/liability clauses are respected, but an
  individual/sole-proprietor Customer's consumer-protection status is the
  operative risk everywhere, not a one-off edge case.

Updates specs/EnforcementNetworkConcept.md §8.1 with a full 12-jurisdiction
findings table and three cross-cutting conclusions. Updates both V1C1
documents' Appendix A items (governing law, liability cap, data
protection) with the most consequential findings. Both workplans now have
only their human-gated synthesis tasks (T09-T10 / T10) remaining.

Co-Authored-By: Claude Sonnet 5 <noreply@anthropic.com>

history/260729-TREN-Jurisdiction-Africa.md

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+# TREN Jurisdiction Research: Africa (Representative Jurisdictions)
+
+**Document status:** Research artifact, Stage 0 (`workplans/TREV-WP-0005-enforcement-network-research.md` T07)
+**Not legal advice.** Findings drawn from web research (searched 2026-07-29). Representative-jurisdiction survey, not exhaustive, per the workplan's own scoping caution.
+
+---
+
+## 1. South Africa: a clean statutory cap, close to but below the Licensor's original 50%
+
+The Contingency Fees Act 66 of 1997 permits South African attorneys two contingency structures: (a) their normal fee, contingent on success, with no statutory cap on the fee amount itself; or (b) a "success fee" in addition to the normal fee, where the **combined total may not exceed 25% (including VAT) of the capital sum recovered, or double the attorney's normal fee, whichever is lower**. South African courts have invalidated contingency agreements that don't comply with the Act's structure.
+
+**Direct implication for TREN:** South Africa is a clean, statutorily-confirmed single-role jurisdiction, but at a materially lower ceiling (25%, or double normal fees if lower) than the Licensor's proposed 50% — closer to the German/French continental pattern's outcome (via a different mechanism: a hard percentage cap rather than a narrow-gate restriction) than to the UK's 50% DBA ceiling. This is now the **second jurisdiction (after China) where the realistic ceiling is well below 50%**, not merely a different structural path to the same number.
+
+## 2. OHADA: no contingency-fee finding — genuinely unresearched, not assumed
+
+This pass found substantial material on OHADA's business-law harmonization (uniform acts directly enforceable in the 17 member states, a Common Court of Justice and Arbitration in Abidjan) but **no specific information on quota litis or contingency-fee rules** within the OHADA framework or its member states' individual bar rules. Given OHADA's member states are overwhelmingly Francophone and civil-law, the French *pactum de quota litis* prohibition (`history/260729-TREN-Jurisdiction-Germany-EU.md` §2) is a plausible analog — but this is an **inference, not a confirmed finding**, and should not be treated as researched. This is flagged honestly rather than papered over with an assumption.
+
+## 3. Summary for the WP-0005 feasibility matrix (T10)
+
+| Question | South Africa | OHADA zone |
+|---|---|---|
+| Direct lawyer contingency fee available? | Yes, capped at 25% (or double normal fee, if lower) | Not confirmed — plausible French-pattern restriction, not verified |
+| Litigation funding regulatory status | Not confirmed in this pass | Not confirmed in this pass |
+| Recommended TREN structure | Single-role at the 25%/double-fee cap | Treat as unresearched; do not assume single-role or split-role without dedicated follow-up |
+
+## 4. Open items for T10 synthesis
+
+- OHADA member-state contingency-fee rules require a dedicated follow-up pass before any recommendation — do not extrapolate from France without confirmation.
+- South Africa's litigation-funding market maturity was not researched in this pass (only the attorney-fee cap was confirmed).
+- Neither Nigeria nor Kenya nor Egypt (the other major economies the workplan flagged as needing their own research before use) were touched in this pass at all.

history/260729-TREN-Jurisdiction-Argentina.md

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+# TREN Jurisdiction Research: Argentina
+
+**Document status:** Research artifact, Stage 0 (`workplans/TREV-WP-0005-enforcement-network-research.md` T04)
+**Not legal advice.** Findings drawn from web research (searched 2026-07-29).
+
+---
+
+## 1. Pacto de cuota litis: permitted, but capped and jurisdiction-variable within Argentina itself
+
+Unlike Germany or France, Argentina generally **permits** contingency-fee arrangements (*pacto de cuota litis*) for abogados — but the caps vary by sub-jurisdiction and case type, and are more restrictive than the Licensor's proposed 50%:
+
+- **City of Buenos Aires:** fee capped at **35%** of the result, regardless of how many agreements or professionals are involved — this can rise to **50%** ("half of the net result") only if the lawyer expressly assumes the costs/cost-liability risk of the case (i.e., a genuine risk-shifting arrangement, not a plain fee agreement).
+- **Labor matters:** capped at 20% of the labor credit, nationally.
+- **Other provinces:** commonly cap at one-third (≈33%) of the net result.
+- Formal requirement: the agreement must be written in duplicate and may be registered with the relevant provincial bar association.
+
+**Direct implication for TREN:** Argentina is the **first jurisdiction in this research program where a single-role Enforcement Partner is legally available, but the Licensor's proposed 50% figure is not the default** — 35% is the ordinary Buenos Aires ceiling, and 50% is available only if the Enforcement Partner contractually takes on the cost/cost-liability risk of the Enforcement Action, which maps quite naturally onto the concept doc's Litigation Funder role (§8) even in a jurisdiction that doesn't strictly require the funder/counsel split for professional-conduct reasons. This is a useful finding: **the 50%-with-risk-assumption structure Argentina already uses natively resembles the Litigation Funder model designed for Germany**, suggesting the EPA's split-role option (`history/260729-TREN-MechanismDesign.md`) may be worth offering even in jurisdictions where it isn't strictly mandatory, if it lets the Contingency Share reach 50% rather than being capped lower.
+
+## 2. No dedicated litigation-funding regime found in this pass
+
+This research pass did not surface a dedicated Argentine third-party litigation funding statute or regulator (distinct from the pacto de cuota litis rules governing lawyers directly) — treat this as an area requiring deeper research before relying on a Litigation Funder structure in Argentina specifically, rather than assuming one is unnecessary because direct lawyer contingency fees are already available.
+
+## 3. Summary for the WP-0005 feasibility matrix (T10)
+
+| Question | Argentina |
+|---|---|
+| Direct lawyer contingency fee available? | Yes, capped — 35% ordinarily in Buenos Aires City, 50% only with risk assumption, ~33% in other provinces, 20% in labor matters |
+| Structured alternative needed? | Not strictly required, but the "50% with risk assumption" variant is structurally similar to the Litigation Funder model |
+| Litigation funding regulatory status | Not found in this pass — flag as under-researched, not confirmed absent |
+| Recommended TREN structure | Single-role Enforcement Partner at the applicable provincial cap; consider the risk-assumption variant to reach 50% where the case supports it |
+
+## 4. Open items for T10 synthesis
+
+- Confirm which cap applies to a commercial/IP claim specifically (none of the three named categories — general judgment result, labor, social-security/alimony — obviously fits an unauthorized-Commercial-Use claim; likely the general ~33-35% "net result of the judgment" category, but not confirmed against a case example in this pass).
+- Research whether a dedicated Argentine litigation-funding market or regulatory framework exists, given none was found here.

history/260729-TREN-Jurisdiction-AsiaPacific.md

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+# TREN Jurisdiction Research: Asia-Pacific (Singapore, Japan, Australia)
+
+**Document status:** Research artifact, Stage 0 (`workplans/TREV-WP-0005-enforcement-network-research.md` T08)
+**Not legal advice.** Findings drawn from web research (searched 2026-07-29).
+
+---
+
+## 1. Singapore: liberalized, but only for a specific, narrow proceeding list
+
+Since 4 May 2022, Singapore permits Conditional Fee Agreements (CFAs) between lawyers and clients — but **only** for international/domestic arbitration, certain Singapore International Commercial Court (SICC) proceedings, and related court/mediation proceedings. Fee structures include "win, more fee," "no win, no fee," and "no win, less fee," with a success fee that can form part of the arrangement. The regime extends to registered foreign lawyers/practices, not just Singapore-qualified ones.
+
+**Direct implication for TREN:** unlike the UK's or Australia's broader reforms, Singapore's liberalization is **proceeding-type-limited**, not a general permission. A straightforward Enforcement Action for unauthorized Commercial Use, litigated in the ordinary Singapore courts (not arbitration or SICC), would very likely **not** qualify for a CFA under this regime as currently scoped — a real constraint the EPA template needs to account for by routing Singapore Enforcement Actions toward arbitration or SICC where the fact pattern allows, or falling back to a non-contingent fee structure otherwise.
+
+## 2. Japan: broadly permitted by self-regulation, but with a critical fee-splitting trap for the Funder model
+
+Contingency fees are permitted in Japan and commonly used; the Japan Federation of Bar Associations abolished its formal percentage-fee schedule in 2004, leaving attorneys free to use hourly, deferred/success-fee, partial or full contingency, or fixed-fee structures. Pure 100% contingency is not explicitly prohibited but is rare in practice, likely deterred by professional-ethics interpretation rather than hard rule.
+
+**Critical finding:** Article 12 of the Basic Rules on the Duties of Practicing Attorneys **prohibits an attorney from splitting fees with any person who is not a lawyer or a legal professional corporation.** This directly threatens the Litigation Funder/Local Counsel split model (`history/260729-TREN-MechanismDesign.md`) as designed: if the Funder (a non-lawyer entity) is meant to receive the Contingency Share and separately compensate Local Counsel, that could itself resemble a prohibited fee-split arrangement from the lawyer's side, depending on exactly how the payment flow is structured. **This is the first jurisdiction in this research program where the split-role design itself — not just the single-role fallback — has a plausible compliance problem**, and needs specific structuring advice (e.g., ensuring the Funder contracts and pays counsel in a manner that isn't characterized as fee-splitting) before Japan is treated as either single-role or split-role viable.
+
+## 3. Australia: federally mixed, but litigation funding itself is mature and well-established
+
+Contingency fees for lawyers are, as a general rule, prohibited or restricted in most Australian states/territories — **Victoria is the first and (as of this research) only jurisdiction to lift the ban**, and only for class actions in the Supreme Court of Victoria specifically, following a 2018 Victorian Law Reform Commission recommendation. Federal courts do not have the power to allow solicitors a percentage cut of a class action settlement (confirmed by the High Court). Separately, and much more broadly, **third-party litigation funding is a mature, well-regulated market across Australia** generally, independent of the lawyer-contingency-fee question.
+
+**Direct implication for TREN:** Australia is a strong candidate for the **split-role model by default** (Litigation Funder + separately-paid Local Counsel), given the funding market's maturity, rather than waiting for contingency-fee reform to spread beyond Victorian class actions. This is a different reason for the split-role recommendation than Germany's (narrow professional-conduct exception) or India's (flat prohibition) — here it's simply that the funding market is the more developed, lower-friction path already.
+
+## 4. Summary for the WP-0005 feasibility matrix (T10)
+
+| Question | Singapore | Japan | Australia |
+|---|---|---|---|
+| Direct lawyer contingency fee available? | Only for arbitration/SICC/mediation-related proceedings | Yes, broadly, via bar self-regulation (pure 100% contingency rare in practice) | Only in Victoria, only for class actions |
+| Structured alternative needed? | Yes, for ordinary litigation outside the permitted proceeding list | Caution: Article 12 fee-splitting rule may complicate the split-role Funder model itself | Split-role via the mature litigation-funding market, not contingency-fee reform |
+| Recommended TREN structure | Route to arbitration/SICC where possible; otherwise non-contingent fee | Needs bespoke structuring to avoid Article 12 fee-splitting characterization — flag for specialist review before using either single- or split-role | Split-role via an established Australian litigation funder |
+
+## 5. Open items for T10 synthesis
+
+- Japan requires dedicated specialist input on how to structure the Funder/Counsel payment flow without triggering Article 12 — this is a genuinely open compliance question, not just an undecided design preference.
+- Confirm whether Singapore's proceeding-type list has expanded since the 2022 reform before finalizing the "arbitration/SICC only" constraint.
+- Monitor Australian state-by-state contingency-fee reform (Victoria's may not remain the only jurisdiction) rather than treating the current mixed picture as static.

history/260729-TREN-Jurisdiction-China.md

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+# TREN Jurisdiction Research: China
+
+**Document status:** Research artifact, Stage 0 (`workplans/TREV-WP-0005-enforcement-network-research.md` T06)
+**Not legal advice.** Findings drawn from web research (searched 2026-07-29).
+
+---
+
+## 1. Contingency fees are permitted but nationally capped on a sliding scale, well below 50%
+
+China's Ministry of Justice, jointly with the National Development and Reform Commission and the State Administration for Market Regulation, issued national rules standardizing and capping contingency ("risk agency") fees by amount in dispute:
+
+| Amount in dispute (CNY) | Maximum contingency percentage |
+|---|---:|
+| < 1 million | 18% |
+| 1–5 million | 15% |
+| 5–10 million | 12% |
+| 10–50 million | 9% |
+| > 50 million | 6% |
+
+This is a **significant reduction from a prior 30% maximum**. Contingency fees are additionally prohibited outright in criminal matters, administrative litigation, state compensation cases, mass/collective litigation, family/inheritance disputes, and cases implicating certain public interests.
+
+**Direct implication for TREN: China is the clearest confirmation yet that a flat global 50% Contingency Share cannot work as a single figure.** Even in the best case (a claim under 1 million CNY), the Chinese statutory ceiling is 18%, dropping steeply as claim value rises — the inverse of what a Licensor might expect (larger, more valuable Enforcement Actions get a *smaller* percentage ceiling, not a larger one). Any EPA template for China must use this sliding scale directly, not attempt to negotiate around it.
+
+## 2. The "risk agency fee" ("no win, no fee") structure is a recognized, separate mechanism
+
+Beyond the percentage-of-recovery contingency fee, Chinese practice also recognizes a distinct "risk agency" fee method where the lawyer is paid nothing (or a reduced fixed amount) if the case is lost, and a fixed amount or percentage (within the same caps above) if won. This is conceptually similar to the German §4a and UK CFA "fee-plus-uplift" patterns found elsewhere in this research program, not a separate legal category requiring new design work.
+
+## 3. Foreign-related contract requirement directly affects EPA design, not just the CUA/License
+
+Chinese law generally requires a contract to be **"foreign-related"** (涉外) for the parties to validly choose a foreign governing law at all — this finding, made primarily for WP-0004's governing-law question, is equally relevant here: an Enforcement Partner Agreement between the Licensor (likely foreign) and Chinese Local Counsel is itself a contract, and its own governing law and fee structure should very likely be drafted under Chinese law and denominated in CNY against the sliding scale above, not assumed to follow whatever governing law the License/CUA use for the underlying Enforcement Action.
+
+## 4. Summary for the WP-0005 feasibility matrix (T10)
+
+| Question | China |
+|---|---|
+| Direct lawyer contingency fee available? | Yes, but capped on a sliding scale (18% down to 6%), well below 50% at every tier |
+| Structured alternative available? | "Risk agency" (no-win-no-fee) fee, same caps apply |
+| Litigation funding regulatory status | Not confirmed in this pass — flag as under-researched |
+| Recommended TREN structure | Single-role Enforcement Partner at the applicable statutory percentage tier; the EPA itself should likely be governed by Chinese law given the foreign-related contract constraint (§3) |
+
+## 5. Open items for T10 synthesis
+
+- Whether third-party litigation funding (as distinct from the lawyer's own risk-agency fee) is separately regulated in China — not confirmed in this pass.
+- Confirm whether an unauthorized-Commercial-Use claim would fall into any of the prohibited case-type categories (mass/collective litigation being the closest concern if many similar violations are pursued together) before assuming the sliding-scale contingency fee applies cleanly.

history/260729-TREN-Jurisdiction-India.md

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+# TREN Jurisdiction Research: India
+
+**Document status:** Research artifact, Stage 0 (`workplans/TREV-WP-0005-enforcement-network-research.md` T05)
+**Not legal advice.** Findings drawn from web research (searched 2026-07-29).
+
+---
+
+## 1. Advocates are flatly prohibited from contingency fees — and litigation funding is explicitly not
+
+Rule 20 of the Bar Council of India Rules, 1961 is unambiguous: "an advocate shall not stipulate for a fee contingent on the results of litigation or agree to share the proceeds thereof." This is reinforced by Rule 21 (no buying/trafficking in an interest in the litigation's subject matter) and Rule 9 (no acting where the advocate has a pecuniary interest). Unlike Germany's narrow-but-existing exceptions, **India has no exception gate at all** for advocates directly — this is a flat, unqualified prohibition, the strictest single-role bar found in this research program so far.
+
+However, research confirms **third-party litigation funding is not prohibited** in India: a non-lawyer funder may fund litigation and be repaid based on outcome, and there is no prohibition on that funder being paid on a percentage/outcome basis — the restriction applies specifically to the advocate's own fee, not to funding arrangements generally.
+
+**Direct implication for TREN: India is the clearest, cleanest confirmation of the split-role model's necessity and validity.** The Litigation Funder/Local Counsel structure (`history/260729-TREN-MechanismDesign.md`) is not a workaround of uncertain legality here — it maps exactly onto a distinction Indian regulation already draws cleanly: the **Litigation Funder** takes the Contingency Share (percentage-of-outcome, permitted for a non-advocate funder), and **Local Counsel** is paid separately and cannot receive any part of that percentage (rule-mandated, not just cautious drafting).
+
+## 2. A live legal-reform debate exists — worth monitoring, not designing around yet
+
+Research surfaced ongoing academic and practitioner debate (e.g., "Feevolution," Kluwer Arbitration Blog) about whether India's prohibition should be relaxed specifically for arbitration matters, given contingency fees' role in access to justice and given India's push to become an arbitration hub. This is a live reform conversation, not yet a rule change — do not assume future liberalization when designing the current EPA template for India, but note it as a jurisdiction to re-check periodically.
+
+## 3. Summary for the WP-0005 feasibility matrix (T10)
+
+| Question | India |
+|---|---|
+| Direct lawyer contingency fee available? | No — flatly prohibited, no exception gates (Bar Council of India Rules, Rule 20) |
+| Structured alternative needed? | Yes, mandatorily — split-role is not optional in India |
+| Litigation funding regulatory status | Explicitly permitted for non-lawyer funders, including outcome-based fee |
+| Recommended TREN structure | Split-role: Litigation Funder holds the Contingency Share contract; Local Counsel is retained and paid separately under an ordinary (non-contingent) fee arrangement |
+
+## 4. Open items for T10 synthesis
+
+- Whether India's split-role structure requires any additional registration or disclosure for the funder specifically (a distinct question from "is it permitted at all," which this pass confirmed cleanly) — not researched in this pass.
+- Monitor the ongoing arbitration-specific contingency-fee reform debate for future EPA template updates, without designing around it now.

history/260729-TRSL-Jurisdiction-Africa.md

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+# TRSL Jurisdiction Research: Africa (Representative Jurisdictions)
+
+**Document status:** Research artifact, Stage 0 (`workplans/TREV-WP-0004-global-jurisdiction-research.md` T07)
+**Not legal advice.** Findings drawn from web research (searched 2026-07-29). Representative-jurisdiction survey, not exhaustive, per the workplan's own scoping caution.
+
+---
+
+## 1. This pass did not find CUA-specific contract-law findings for either anchor jurisdiction
+
+Unlike the other WP-0004 jurisdiction tasks, this research pass's searches were weighted toward `workplans/TREV-WP-0005-enforcement-network-research.md` T07's contingency-fee question (see `history/260729-TREN-Jurisdiction-Africa.md`) and did not separately surface South African liability-cap/indemnification enforceability case law, POPIA's specific requirements for a CUA-style Data Processing Addendum, or OHADA's harmonized commercial-contract uniform acts' treatment of liability caps or choice of law. **This is a genuine gap in this pass, not a finding that these are low-risk** — flagged honestly rather than silently left blank.
+
+## 2. What is confirmed, carried over from the TREN research pass
+
+- **OHADA** is a real, directly-enforceable harmonized business-law framework across 17 (mostly Francophone, civil-law) member states, with its own apex court (Common Court of Justice and Arbitration, Abidjan) — this at least confirms OHADA member states share a common commercial-law framework, which is a meaningful head start for eventually drafting a single OHADA-wide rider rather than needing one per member state, if OHADA's uniform acts do turn out to cover the relevant CUA topics (not yet confirmed).
+- **South Africa** operates under its own domestic legal system (common-law derived, distinct from OHADA) — a South African rider would need to be researched independently of any OHADA finding, not treated as covered by it.
+
+## 3. Summary for the WP-0004 feasibility matrix (T10)
+
+| Question | South Africa | OHADA zone |
+|---|---|---|
+| Liability cap / indemnification enforceability | **Not researched — open** | **Not researched — open** |
+| Data protection regime | POPIA exists (referenced, not researched in depth) | Not researched |
+| Foreign governing-law/venue enforceability | Not researched | Not researched |
+
+## 4. Open items for T10 synthesis
+
+- This task should be re-run with contract-law-specific searches (POPIA requirements, South African liability-cap case law, OHADA's Uniform Act on General Commercial Law provisions if any address liability/choice-of-law) before T10 can treat Africa as adequately covered for the CUA's own terms, as distinct from the Enforcement Network's contingency-fee question.
+- Nigeria, Kenya, and Egypt remain completely unresearched for both workplans, as originally scoped.

history/260729-TRSL-Jurisdiction-Argentina.md

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+# TRSL Jurisdiction Research: Argentina
+
+**Document status:** Research artifact, Stage 0 (`workplans/TREV-WP-0004-global-jurisdiction-research.md` T04)
+**Not legal advice.** Findings drawn from web research (searched 2026-07-29).
+
+---
+
+## 1. Choice-of-law: B2B clauses are respected, consumer protection is not waivable
+
+Argentine courts generally accept party autonomy in choice-of-law clauses for B2B contracts, consistent with the Código Civil y Comercial de la Nación (in force since 2015). However, Argentina's Consumer Protection Law (Ley 24.240, 1993, amended through 2016) is mandatory for consumer contracts and **cannot be waived by a choice-of-law clause** — its protections (joint/strict liability, information duties, restrictions on liability waivers) apply "irrespective of the technological complexity of the product or service."
+
+**Direct implication:** exactly the same recurring pattern already found in every other jurisdiction in this research program — a B2B governing-law clause is respected, but the Commercial-Use-vs-individual-consumer edge case (working default Q2) is where Argentine consumer law would override the CUA's terms. This is now the fourth jurisdiction (after Germany, the EU generally, and implicitly the US via CCPA's former B2B carve-out) where this exact boundary is the operative risk, not a jurisdiction-specific novelty — worth stating in T10's synthesis as a **cross-jurisdictional pattern**, not a per-country footnote repeated five times.
+
+## 2. Data protection: Argentina already has EU adequacy — the easiest jurisdiction for CUA §11 so far
+
+Argentina's Personal Data Protection Law (PDPL, 2000) was the first in Latin America to receive an EU adequacy decision, granted in 2003 and reconfirmed in a January 2024 review citing Argentina's accession to Council of Europe Convention 108/108+, clear public-authority-access rules, and an independent supervisory authority. Because of this adequacy status, **EU-to-Argentina personal data transfers require no additional safeguards** (no SCCs needed) — a materially simpler position than most other non-EU jurisdictions in this research program.
+
+**Direct implication:** for CUA §11's eventual Data Processing Addendum, an Argentine Customer is one of the lowest-friction cases found so far — the PDPL's substantive alignment with GDPR-style concepts plus the standing adequacy decision means a shared EU/Argentina data-processing approach is plausible, unlike the UK (diverging, per the Germany/EU/UK deepening passes) or (as will be checked) China (expected to be materially stricter).
+
+## 3. Summary for the WP-0004 feasibility matrix (T10)
+
+| Question | Argentina |
+|---|---|
+| B2B choice-of-law enforceable? | Yes, generally respected under the Código Civil y Comercial |
+| Consumer-contract carve-out risk? | Yes — Ley 24.240 is mandatory and non-waivable, same recurring Q2 edge case |
+| Data protection regime | PDPL (2000), EU-adequate since 2003, reconfirmed 2024 — low friction relative to most jurisdictions researched so far |
+| Distinct from broader Latin America? | Not yet checked — this task researched Argentina specifically, per the workplan's own caution against over-generalizing to the region |
+
+## 4. Open items for T10 synthesis
+
+- Confirm whether other major Latin American economies (Brazil's LGPD, Mexico) share Argentina's EU-adequacy status or diverge — Brazil's LGPD in particular is modeled on GDPR but Brazil itself does not (yet) hold an EU adequacy decision, a meaningful difference from Argentina; not researched in this pass.
+- The recurring "B2B respected, consumer law mandatory" pattern across Germany/EU, US (via CCPA), and now Argentina suggests CUA Appendix A item 1 (governing law) and the Q2 commercial-use definition are more tightly linked than previously stated — recommend the T10 synthesis treat them as one combined risk area rather than two separate open items.

history/260729-TRSL-Jurisdiction-AsiaPacific.md

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+# TRSL Jurisdiction Research: Asia-Pacific (Singapore, Japan, Australia)
+
+**Document status:** Research artifact, Stage 0 (`workplans/TREV-WP-0004-global-jurisdiction-research.md` T08)
+**Not legal advice.** Findings drawn from web research (searched 2026-07-29).
+
+---
+
+## 1. Australia: the expanded Unfair Contract Terms regime applies directly and materially to the CUA
+
+Australia's Unfair Contract Terms (UCT) regime under the Australian Consumer Law was significantly expanded effective 9 November 2023: it now prohibits unfair terms in **standard form contracts with both consumers and small businesses**, removed the prior monetary contract-value threshold entirely, and expanded the small-business definition to any business with **fewer than 100 employees or under $10 million turnover** in the prior year. Courts can now impose substantial per-term penalties, and remedies can include refunds, return of property, or provision of services.
+
+**Direct implication — this is the single most consequential finding in the entire WP-0004 program so far:** `specs/TargetRevenueCommercialUseAgreement-V1C1.md` is, by its own repeated description in this research program, a **standard form contract**, and the great majority of realistic Customers (independent developers, small product companies — exactly the PRD's own named stakeholders) will fall within Australia's expanded small-business threshold. This means Australia's UCT regime is not a remote or edge-case risk the way some other jurisdictions' consumer-protection carve-outs have been (Rome I, CCPA, Ley 24.240) — it applies **by default** to the ordinary, expected case of a small commercial Customer in Australia, with real monetary penalties attached. Every CUA clause that could be characterized as unfair (the liability cap's proportionality, the audit rights' scope, the termination provisions) should be reviewed against this regime specifically before any Australian small-business Customer is onboarded, not treated as a generic "check per deployment" item.
+
+## 2. Singapore and Japan: data-protection regimes referenced but not researched in depth this pass
+
+This research pass focused its search budget on Australia's UCT finding (§1) given its unusually direct and material relevance, and on `workplans/TREV-WP-0005-enforcement-network-research.md` T08's contingency-fee question (see `history/260729-TREN-Jurisdiction-AsiaPacific.md`). Singapore's Personal Data Protection Act (PDPA) and Japan's Act on the Protection of Personal Information (APPI) are both referenced in the original task description as relevant data-protection regimes for CUA §11, but **neither was researched in depth in this pass** — this is a gap, not a low-risk finding, and should not be read as "nothing to worry about" for either regime.
+
+## 3. Summary for the WP-0004 feasibility matrix (T10)
+
+| Question | Australia | Singapore | Japan |
+|---|---|---|---|
+| Standard-form/small-business unfair-terms exposure | **High and direct** — expanded UCT regime (Nov 2023) covers most realistic CUA Customers by default, with real penalties | Not researched in this pass | Not researched in this pass |
+| Data protection regime | Not separately researched (beyond the UCT finding) | PDPA — referenced, not researched | APPI — referenced, not researched |
+| Foreign governing-law/venue enforceability | Not researched | Not researched | Not researched |
+
+## 4. Open items for T10 synthesis
+
+- **Highest priority for any future pass:** review `specs/TargetRevenueCommercialUseAgreement-V1C1.md` clause-by-clause against Australia's UCT "unfairness" factors (the reforms echo, and go further than, the UK's UCTA and Germany's Transparenzgebot patterns already found in this program — worth treating as a third data point in that same convergent-drafting-recommendation family, per `history/260729-TRSL-Jurisdiction-UK-Deepened.md` §2).
+- Singapore PDPA and Japan APPI both need dedicated research passes before CUA §11 can address them specifically.
+- Foreign governing-law/venue enforceability in Singapore, Japan, and Australia was not researched in this pass at all.

history/260729-TRSL-Jurisdiction-China.md

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+# TRSL Jurisdiction Research: China
+
+**Document status:** Research artifact, Stage 0 (`workplans/TREV-WP-0004-global-jurisdiction-research.md` T06)
+**Not legal advice.** Findings drawn from web research (searched 2026-07-29).
+
+---
+
+## 1. Foreign governing law is only available for "foreign-related" contracts, and is discretionarily overridable
+
+Confirmed as a hard constraint, not a drafting nicety: under PRC law, parties may only choose a foreign governing law if their contract is legally "foreign-related" (涉外); a domestic Chinese contract cannot opt into foreign law regardless of what the parties write. Even where a foreign law is validly chosen, PRC law will displace it if applying the foreign law would "offend PRC's public interest" — a term research describes as vague and under-defined, meaning any governing-law selection is potentially subject to override on a ground that is hard to predict in advance. Practical guidance found in this pass recommends, for contracts intended to be enforced in China, specifying a Chinese court and Chinese governing law directly, since contracts drafted in English or under foreign law face "substantial hurdles" and courts equipped for their own legal system tend to produce less favorable outcomes for the foreign party when foreign elements are introduced.
+
+**Direct implication:** this confirms the recommendation already anticipated in `workplans/TREV-WP-0004-global-jurisdiction-research.md` T06's original task description — **China very likely needs its own governing-law/venue addendum, not the same clause used elsewhere.** A single global governing-law clause (whatever License Appendix A item 6 / CUA Appendix A item 1 eventually settles on) should not be assumed to apply to Chinese Customers; the realistic path is a China-specific rider naming Chinese law and a Chinese venue, consistent with the pattern already emerging for the Enforcement Partner Agreement (`history/260729-TREN-Jurisdiction-China.md` §3).
+
+## 2. PIPL cross-border data transfer: three mandatory pathways, no informal option
+
+China's Personal Information Protection Law (PIPL) Article 38 requires any of three specific compliance pathways before personal information may leave China: (1) a CAC-organized security assessment (for higher-risk transfers), (2) certification by a professional institution under a framework finalized as recently as October 2025 (effective January 2026), or (3) a CAC-standard-format contract with the overseas recipient, filed with the provincial CAC after a self-assessment. Regardless of pathway, the transferring entity must separately notify affected individuals, obtain **separate consent** specifically for the cross-border transfer, and conduct a personal information protection impact assessment.
+
+**Direct implication:** this is categorically stricter than every other data-protection regime found in this research program (GDPR, UK GDPR, Argentina's PDPL, India's permissive "negative list" DPDPA). CUA §11's eventual Data Processing Addendum cannot use a single shared clause for a Chinese Customer — PIPL requires its own dedicated compliance pathway (most likely the standard-contract route for an ordinary commercial relationship, given the security-assessment route is reserved for higher-risk/high-volume transfers), separate consent language, and a mandatory impact assessment with no informal alternative.
+
+## 3. Summary for the WP-0004 feasibility matrix (T10)
+
+| Question | China |
+|---|---|
+| Foreign governing law/venue enforceable? | Only for "foreign-related" contracts, and even then subject to a vague "public interest" override — practical guidance recommends Chinese law/venue directly for contracts meant to be enforced there |
+| Liability cap / indemnification enforceability | Not researched in this pass — flag as open |
+| Data protection regime | PIPL — three mandatory pathways (security assessment, certification, or standard contract), separate consent required, no informal option; strictest regime found in this program |
+| Recommended structure | Dedicated China-specific governing-law/venue rider and a dedicated PIPL-compliant Data Processing Addendum, not shared clauses |
+
+## 4. Open items for T10 synthesis
+
+- Liability-cap and indemnification enforceability under Chinese contract law were not researched in this pass — needed before a China rider can be drafted.
+- Confirm which of PIPL's three transfer pathways best fits an ordinary CUA data relationship (likely the standard-contract route) with a dedicated follow-up pass before drafting the addendum.
+- This is now the **second jurisdiction (after Germany for TREN)** where this research program's default assumption — one shared clause can serve most jurisdictions — clearly breaks down. T10's synthesis should treat "which jurisdictions need a dedicated rider vs. a shared clause" as a first-class output, not an afterthought.

history/260729-TRSL-Jurisdiction-Germany-EU-Deepened.md

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+# TRSL Jurisdiction Research: Germany and EU-Wide (Deepened)
+
+**Document status:** Research artifact, Stage 0 (`workplans/TREV-WP-0004-global-jurisdiction-research.md` T01)
+**Not legal advice.** Extends `history/260729-TRSL-Jurisdiction-StandardTerms.md` (WP-0001-T05). Findings drawn from web research (searched 2026-07-29).
+
+---
+
+## 1. Rome I Regulation: B2B choice-of-law clauses are generally enforceable
+
+Regulation 593/2008 ("Rome I") governs which national law applies to contractual obligations across EU member states. Article 3(1) establishes strong party autonomy: "a contract shall be governed by the law chosen by the parties," expressly or by clear inference, and the choice may cover the whole or only part of a contract. For **B2B contracts specifically**, this choice is generally enforceable without the restrictions that apply to consumer contracts.
+
+The consumer-contract exception is the one that matters here, and it tracks exactly the same B2B/B2C boundary already surfaced in `history/260729-TRSL-Jurisdiction-StandardTerms.md`: a chosen governing law may not deprive a **consumer** of protections that would otherwise apply under the law that would govern absent choice. Since `specs/TargetRevenueCommercialUseAgreement-V1C1.md` is explicitly a *Commercial* Use Agreement, this exception should not usually bite — but the same recurring edge case applies (working default Q2: an individual/sole-proprietor Customer arguably a "consumer" despite the Commercial Use gate).
+
+**Direct implication:** the License §11.1 / CUA §18 governing-law clause is enforceable under Rome I for genuine B2B relationships without special drafting beyond ordinary clarity. The risk is not Rome I itself, but the same recurring Commercial-Use-vs-consumer boundary question already tracked as an open item.
+
+## 2. EU Late Payment Directive (2011/7/EU): relevant to CUA §3 payment terms
+
+Directive 2011/7/EU applies to all B2B (and B2G) commercial transactions across the EU. It gives a creditor three automatic rights on late payment, without needing a reminder: statutory interest, a minimum €40 compensation, and recovery of reasonable collection costs. Default payment terms are 60 days unless the parties expressly agree otherwise and the term is not "grossly unfair" to the creditor.
+
+**Direct implication:** `specs/TargetRevenueCommercialUseAgreement-V1C1.md` §3.5 currently leaves late-payment interest as an unresolved candidate note ("standard commercial blank"). For any Customer within the EU, this Directive supplies a **default** the Agreement doesn't need to invent from scratch — the Agreement can either adopt the Directive's statutory rate/compensation as its own default, or state its own terms provided they are not "grossly unfair" to the Licensor as creditor. This closes part of CUA Appendix A item 7 for EU Customers specifically (not globally).
+
+## 3. GDPR/UK GDPR: CUA §11 needs a genuine Data Processing Addendum, and UK/EU are now meaningfully diverging
+
+Beyond confirming GDPR applies (already noted in the CUA's placeholder §11), this pass found that **UK GDPR and EU GDPR are diverging in practice, not just in name**, following the UK's Data (Use and Access) Act 2025 (DUAA): an expanded "recognised legitimate interests" list with no EU equivalent, reformed ICO governance, relaxed cookie-banner requirements for UK-only sites, and other changes. The EU renewed the UK's adequacy decision in December 2025 (valid to December 2031), but that adequacy status is explicitly contingent on divergence not going far enough to break equivalence.
+
+**Direct implication:** CUA §11 cannot be drafted as a single "GDPR" clause and treated as covering both the EU and UK — it needs to at least flag that a UK Customer's data-processing terms may need separate handling if UK divergence continues, and that the EU-UK adequacy decision itself is a moving target the Agreement should not assume is permanent. This is a new, more specific finding than the CUA's current placeholder acknowledges.
+
+## 4. California CCPA/CPRA: the B2B exemption that used to help is gone
+
+Earlier CCPA drafts exempted B2B personal information exchanges, but that exemption **expired on January 1, 2023** (per AB 1355) and was not renewed — CCPA/CPRA now applies to B2B data relationships on the same basis as consumer ones, subject to the Act's general scope and business-size thresholds.
+
+**Direct implication:** a US Customer's personnel or contact data processed under the Commercial Use Agreement (e.g., billing contacts, technical contacts) is not automatically shielded from CCPA/CPRA merely because the relationship is B2B — this needs to be factored into CUA §11's eventual Data Processing Addendum for any California-connected Customer, not assumed away by the relationship being commercial.
+
+## 5. Summary for the WP-0004 feasibility matrix (T10)
+
+| Question | Germany/EU |
+|---|---|
+| B2B choice-of-law enforceable? | Yes, under Rome I Article 3(1), for genuine B2B relationships |
+| Consumer-contract carve-out risk? | Yes — same recurring Commercial-Use-vs-individual edge case as working default Q2 |
+| Late-payment default available? | Yes — Directive 2011/7/EU (60 days, statutory interest, €40 minimum compensation) can fill CUA §3.5's current blank for EU Customers |
+| Data protection regime | EU GDPR and UK GDPR now meaningfully diverging (DUAA 2025); EU-UK adequacy is time-bound and reviewable, not permanent |
+
+## 6. Open items for T10 synthesis
+
+- Whether to adopt the EU Late Payment Directive's terms as the CUA's global default, or only as an EU-specific rider — a drafting-scope decision, not yet made.
+- Whether the CUA needs two data-processing riders (EU GDPR-based and UK-GDPR-based) rather than one shared clause, given confirmed divergence.

history/260729-TRSL-Jurisdiction-India.md

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+# TRSL Jurisdiction Research: India
+
+**Document status:** Research artifact, Stage 0 (`workplans/TREV-WP-0004-global-jurisdiction-research.md` T05)
+**Not legal advice.** Findings drawn from web research (searched 2026-07-29).
+
+---
+
+## 1. Limitation-of-liability clauses are generally enforceable, with statutory-violation and public-interest limits
+
+Indian courts generally permit contractual limitation of financial exposure, but Section 28 of the Indian Contract Act voids agreements that wholly restrain a party from enforcing its rights in court — a limitation clause cannot function as a complete bar on legal recourse. Courts will not enforce limitation or indemnity clauses that attempt to exclude liability for fraud, personal injury, or statutory obligations, or that otherwise defeat legislative intent or public interest.
+
+**Direct implication:** `specs/TargetRevenueCommercialUseAgreement-V1C1.md` §14's liability cap (not a complete bar on remedies, just a quantum cap) is the kind of clause Indian courts generally do enforce — this is a lower-friction jurisdiction for that specific clause than the UK (UCTA reasonableness test) or the US (unconscionability backstop), provided the cap is not drafted so broadly it reads as excluding a statutory obligation entirely.
+
+## 2. Indemnification: no statutory cap on quantum, carve-outs from the liability cap are standard practice
+
+Research found no statutory restriction on the quantum recoverable under an indemnity clause in Indian commercial practice, and indemnity provisions are commonly drafted to sit **outside** a contract's general limitation-of-liability cap (i.e., the cap applies to ordinary breach damages, not to indemnified third-party claims).
+
+**Direct implication:** this is directly relevant to `specs/TargetRevenueCommercialUseAgreement-V1C1.md` §13, which is currently and deliberately left unwritten (Appendix A item 4, the highest-priority item in that document). If an indemnification clause is eventually drafted, Indian practice confirms the common structural choice — indemnity carved out from the general liability cap — is a defensible starting point for at least this jurisdiction, though the clause's substance (scope of indemnified claims) remains a separate, unresolved drafting question.
+
+## 3. Foreign jurisdiction/governing-law clauses: respected
+
+Indian courts recognize and respect a foreign jurisdiction/governing-law clause in an international contract. This is a comparatively clean finding relative to several other jurisdictions researched, where the answer has required more qualification (Rome I's consumer carve-out, China's expected reluctance per WP-0004 T06's task description).
+
+## 4. Digital Personal Data Protection Act 2023: a "negative list" model, more permissive than GDPR by design
+
+India's DPDPA 2023 (with 2025 Rules) uses a "negative list" approach: cross-border transfers are permitted to all countries **except** any the government specifically restricts by notification — and as of this research pass, no country has been so restricted. This is structurally the opposite of GDPR's adequacy-based "permitted only where a safeguard exists" approach, and is explicitly more flexible. Extraterritorial reach applies to processing connected to offering goods/services to data principals within India, similar in spirit to GDPR's own extraterritorial scope. Additional restrictions apply only to entities designated "Significant Data Fiduciaries."
+
+**Direct implication:** for CUA §11, an Indian Customer is currently a **low cross-border-transfer-friction case** (no restricted-country list yet exists), though the Licensor should not assume this permissiveness is permanent — a future government notification could restrict transfers to a specific country with no advance-warning requirement evident in this research.
+
+## 5. Summary for the WP-0004 feasibility matrix (T10)
+
+| Question | India |
+|---|---|
+| Liability cap enforceable? | Generally yes, subject to Contract Act §28 (no complete bar on remedies) and statutory/public-interest limits |
+| Indemnification quantum capped by statute? | No; common practice carves indemnity out of the general liability cap |
+| Foreign governing-law/venue clause respected? | Yes |
+| Data protection cross-border transfer friction | Low currently ("negative list" model, no restricted countries yet) but not guaranteed to stay that way |
+
+## 6. Open items for T10 synthesis
+
+- Confirm DPDPA 2025 Rules' Significant Data Fiduciary restrictions don't apply to a typical CUA Customer before relying on the "low friction" finding above for a specific deployment.
+- No India-specific software-licensing/delayed-conversion precedent was found in this pass — treat the License's overall structure as untested in Indian courts specifically, same as most jurisdictions in this program.

history/260729-TRSL-Jurisdiction-UK-Deepened.md

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+# TRSL Jurisdiction Research: United Kingdom (Deepened)
+
+**Document status:** Research artifact, Stage 0 (`workplans/TREV-WP-0004-global-jurisdiction-research.md` T03)
+**Not legal advice.** Findings drawn from web research (searched 2026-07-29). Complements `history/260729-TREN-Jurisdiction-UK.md` (WP-0005-T03), which covered UK contingency/conditional-fee enforcement mechanics rather than the CUA's own contract terms.
+
+---
+
+## 1. UCTA 1977's reasonableness test governs the CUA's liability cap directly
+
+The Unfair Contract Terms Act 1977 restricts exclusion and limitation-of-liability clauses primarily in two situations relevant here: excluding/limiting liability for breach when relying on the other party's "standard terms of business," and certain implied-term exclusions in sale/supply of goods and services. A clause subject to UCTA's reasonableness test is enforceable only if fair and reasonable "in all the circumstances which were, or ought reasonably to have been, known to or in the contemplation of the parties" at contract formation. If a term fails the test, it is **not narrowed** — it is simply ineffective, leaving liability uncapped.
+
+**Direct implication:** `specs/TargetRevenueCommercialUseAgreement-V1C1.md` is, by its own description, a standard-form template — precisely the kind of contract UCTA's "standard terms of business" ground targets. §14's liability cap should not be assumed automatically enforceable in the UK; reasonableness factors found in this research (prominence of the clause, proportionality, and clarity about when it applies) are directly actionable: the cap should be presented clearly (not buried), and its 12-months-of-fees measure should be proportionate to the actual Fee level in a given Exhibit A, not a fixed boilerplate figure applied regardless of deal size.
+
+## 2. This reinforces, rather than duplicates, Germany's Transparenzgebot finding
+
+UCTA's reasonableness test and Germany's Transparenzgebot are legally distinct doctrines (one asks "was this reasonable," the other asks "was this clear," and German law can void a clause for unclarity alone regardless of fairness) — but both point the CUA's drafting in the same practical direction: prominent, clearly-flagged, proportionate limitation clauses fare better under both regimes than boilerplate ones. This is worth stating explicitly in any future T10 synthesis as a **convergent drafting recommendation**, not treated as two unrelated jurisdiction-specific footnotes.
+
+## 3. UK GDPR divergence (see also the Germany/EU deepening pass)
+
+Confirmed in `history/260729-TRSL-Jurisdiction-Germany-EU-Deepened.md` §3: the UK's Data (Use and Access) Act 2025 is producing real divergence from EU GDPR (expanded legitimate-interests grounds, relaxed cookie rules, ICO governance changes), and the EU's UK adequacy decision (renewed to December 2031) is contingent on that divergence not going far enough to break equivalence. Not repeated in full here; cross-referenced so this document and the Germany/EU one are read together for any UK-specific CUA drafting.
+
+## 4. Summary for the WP-0004 feasibility matrix (T10)
+
+| Question | United Kingdom |
+|---|---|
+| Liability cap enforceable? | Subject to UCTA 1977 reasonableness test; the CUA's standard-form nature makes this directly applicable, not a remote risk |
+| What makes a cap more likely reasonable? | Prominence, proportionality to deal size, clarity about scope — convergent with (not identical to) German Transparenzgebot's clarity requirement |
+| Data protection regime | UK GDPR, diverging from EU GDPR post-DUAA 2025 (see Germany/EU deepening pass) |
+| Foreign governing-law clause enforceable in UK courts for a commercial contract? | Not separately re-researched in this pass — carried over as still-open from `history/260729-TRSL-Jurisdiction-StandardTerms.md` |
+
+## 5. Open items for T10 synthesis
+
+- Recommend making the CUA §14 liability cap proportionate to Exhibit A's actual Fee amount (e.g., stated as a formula referencing the specific Fee) rather than a flat "12 months of fees" boilerplate applied identically regardless of deal size, specifically to strengthen UCTA reasonableness.
+- UK courts' willingness to enforce a non-UK governing-law clause for a commercial contract was flagged in WP-0004's original task description but not re-confirmed with fresh sources in this pass — treat as still open pending a dedicated fetch if UK is chosen as a candidate governing law.

history/260729-TRSL-Jurisdiction-US-Deepened.md

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+# TRSL Jurisdiction Research: United States (Deepened)
+
+**Document status:** Research artifact, Stage 0 (`workplans/TREV-WP-0004-global-jurisdiction-research.md` T02)
+**Not legal advice.** Extends `history/260729-TRSL-Jurisdiction-StandardTerms.md` §3 (WP-0001-T05). Findings drawn from web research (searched 2026-07-29).
+
+---
+
+## 1. UCC unconscionability: a real but narrow check on the CUA's liability cap
+
+UCC §2-302 lets a court refuse to enforce an unconscionable contract or clause, or limit its application to avoid an unconscionable result. The operative test asks whether, given the commercial background and needs of the relevant trade, a clause is "so one-sided as to be unconscionable" at the time of contracting. UCC §2-719 specifically addresses limitation of remedies and lets courts strike unconscionable limitations, particularly around consequential-damages exclusions.
+
+**Direct implication:** `specs/TargetRevenueCommercialUseAgreement-V1C1.md` §14's fees-paid-in-12-months liability cap is a common, generally-enforceable commercial pattern in the US, but is not immune from an unconscionability challenge if a specific Customer relationship is unusually one-sided (e.g., a take-it-or-leave-it agreement with a very small fee relative to potential exposure). This is a real-but-narrow risk, not a reason to redesign the clause — courts apply this test as a backstop against extreme cases, not as routine scrutiny of ordinary negotiated caps.
+
+## 2. Arbitration clauses: generally strongly enforceable, with a "surprise/unconscionability" exception
+
+Federal Arbitration Act §2 makes written arbitration agreements "valid, irrevocable, and enforceable," with a strong federal policy favoring arbitration. The main exception found in this pass: at least one case held an arbitration clause in a software contract unconscionable and partly invalid where the clause was not seen by the purchaser until after purchase (a "surprise" or lack-of-notice problem, similar in spirit to the transparency concerns already flagged for German Transparenzgebot).
+
+**Direct implication:** if a future V1.0 CUA adds an arbitration clause (not present in the current V1C1 candidate), it should be presented clearly and accepted before or at contract formation, not buried or introduced after the Customer has already committed — this is a US-specific but broadly-good-practice point that also happens to reduce Transparenzgebot-style exposure elsewhere.
+
+## 3. Software-specific UCC coverage remains unsettled (Article 2B was never adopted)
+
+The proposed UCC Article 2B, meant to directly address software licensing, was never adopted as a uniform article; some states adopted variants (Uniform Computer Information Transactions Act, UCITA) while most did not. This means software license enforceability in the US is a patchwork of ordinary contract law, UCC Article 2 (goods) applied by analogy in some courts, and state-specific software/technology statutes, rather than one settled framework.
+
+**Direct implication:** the CUA's US enforceability cannot be evaluated against a single "UCC for software" standard — it should be assessed under general contract law principles plus whichever state's law is chosen as governing law (License Appendix A item 6 / CUA Appendix A item 1), reinforcing that **which US state is named matters**, not just that "US law" applies generically.
+
+## 4. CCPA/CPRA: the B2B exemption is gone, confirmed
+
+As found in the Germany/EU deepening pass (`history/260729-TRSL-Jurisdiction-Germany-EU-Deepened.md` §4), CCPA/CPRA's earlier B2B exemption expired January 1, 2023, and was not renewed. This applies regardless of which EU finding triggered the search — it's a US-specific confirmation that CUA §11's Data Processing Addendum needs to account for California-connected Customers on the same basis as consumer relationships, not exempt them for being commercial.
+
+## 5. Summary for the WP-0004 feasibility matrix (T10)
+
+| Question | United States |
+|---|---|
+| Liability cap enforceable? | Generally yes; UCC §2-302/§2-719 unconscionability is a narrow backstop, not routine scrutiny |
+| Arbitration clause enforceable (if added)? | Strongly favored under FAA §2, but must be clearly presented at/before formation to avoid a "surprise" unconscionability challenge |
+| Single software-specific statute to design against? | No — UCC Article 2B/UCITA was never uniformly adopted; assess under general contract law + the specific state named as governing law |
+| CCPA/CPRA B2B exemption available? | No — expired January 1, 2023 |
+
+## 6. Open items for T10 synthesis
+
+- Which specific US state to recommend as governing law (the CUA currently leaves this fully blank) — California, New York, and Delaware are the commonly-chosen commercial defaults, each with different unconscionability and liability-cap case law depth; not resolved here.
+- Whether to add an arbitration clause to a future CUA version at all, given it is not present in V1C1 today — currently out of scope, flagged only as a drafting consideration if added later.