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>
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tegwick 2026-07-29 17:07:42 +02:00
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@ -191,11 +191,11 @@ This appendix is not part of the operative agreement text. It tracks what must b
| # | Section | Item | Status | Notes |
|---|---|---|---|---|
| 1 | §18 | Governing law and venue selection | **[LEGAL, OPEN]** | Should be resolved jointly with License §11.1 Appendix A item 6 — a Phase's License and its Commercial Use Agreement(s) should ordinarily share a governing law. Global research and proposed resolution tracked in `workplans/TREV-WP-0004-global-jurisdiction-research.md` T09T10. |
| 1 | §18 | Governing law and venue selection | **[LEGAL, OPEN]** | Should be resolved jointly with License §11.1 Appendix A item 6. **China (T06) confirmed this cannot be a single global clause**: foreign governing law requires a "foreign-related" contract and remains subject to a vague "public interest" override — a dedicated China rider naming Chinese law/venue is the realistic path, not an exception to a shared clause. All 8 jurisdiction/family tasks in `workplans/TREV-WP-0004-global-jurisdiction-research.md` are now done (T01T08); T09T10 (cross-cutting strategy and synthesis) remain open. |
| 2 | §6 | Audit rights scope, frequency, and cost allocation | **[LEGAL]** | Drafted from common convention, not dedicated research; no WP-0001 task covered commercial-audit norms. |
| 3 | §14 | Liability cap methodology (fees-paid-in-12-months) | **[LEGAL]** | Common default, not verified against target jurisdictions. Per-jurisdiction enforceability tracked in `workplans/TREV-WP-0004-global-jurisdiction-research.md` (T01T08 risk matrix, T10 synthesis). |
| 3 | §14 | Liability cap methodology (fees-paid-in-12-months) | **[LEGAL]** — elevated priority | Common default, now confirmed to face **direct, default-case scrutiny in the UK (UCTA reasonableness) and, most significantly, Australia**, where the November 2023-expanded Unfair Contract Terms regime covers standard-form contracts with any business under 100 employees/$10M turnover by default — i.e., most realistic Customers, not an edge case. Germany's Transparenzgebot, UK's UCTA, and Australia's UCT regime converge on the same drafting fix: make the cap prominent and proportionate to the actual Exhibit A Fee, not flat boilerplate. See `history/260729-TRSL-Jurisdiction-AsiaPacific.md` §1. |
| 4 | §13 | Indemnification clause — currently unwritten | **[LEGAL, OPEN]** — highest priority in this document | Deliberately left blank rather than guessed; a wrong default here carries real financial exposure. |
| 5 | §11 | Data Protection — placeholder only, no operative processing terms | **[LEGAL]** | Likely needs a separate Data Processing Addendum, not inline clauses. Per-jurisdiction data-protection regimes (GDPR, PIPL, DPDP Act, POPIA, APPI, etc.) tracked in `workplans/TREV-WP-0004-global-jurisdiction-research.md` T01T08. |
| 5 | §11 | Data Protection — placeholder only, no operative processing terms | **[LEGAL]** | Likely needs **multiple** Data Processing Addenda, not one shared clause: EU GDPR and UK GDPR are now confirmed diverging (DUAA 2025); China's PIPL requires one of three mandatory pathways plus separate consent, categorically stricter than the rest; India's DPDPA and Argentina's PDPL (EU-adequate since 2003) are comparatively low-friction; Singapore PDPA and Japan APPI remain unresearched. See the per-jurisdiction `history/260729-TRSL-Jurisdiction-*.md` and `history/260729-TREN-Jurisdiction-*.md` files. |
| 6 | §9 | Breach-disclosure election mechanism (opt-in, notice period, dispute window) | **[LEGAL]** | First-pass design satisfying License §7.4's informed-consent goal; not legally reviewed. |
| 7 | §1, §17 | Standard commercial blanks: Affiliate control test, late-payment terms, cross-jurisdictional enforceability of the incorporation-by-reference order of precedence | **[LEGAL]** | Routine drafting, still unresolved. |
| 8 | §8, §12 | Support/services terms and any associated warranty — reserved, not drafted | **[OPEN]** | Depends on whether a project bundles support here or in a separate Operations and Service Agreement. |