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Draft Commercial Use Agreement V1C1 template

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Adds specs/TargetRevenueCommercialUseAgreement-V1C1.md, the companion
agreement the License repeatedly refers to but never itself set terms
for: commercial entitlement grant, fees and explicit Development Credit
allocation, applicable monetization extensions, metering, audit rights,
term/termination (cross-referenced to License §7.2/§5.2 so a Commercial
Use Agreement termination can never revoke an already-converted Milestone
Release), and a real Section 9 implementing the informed-consent breach-
disclosure election that License §7.4 deferred here: opt-in named
disclosure vs. an anonymized default, a 10-business-day pre-publication
notice with a dispute window, and a data-protection carve-out.

Unlike the License, this Agreement had no dedicated prior-art research
pass (WP-0001 T01-T05 covered license models, terminology, patents,
contributor rights, and jurisdiction constraints, not commercial-agreement
drafting norms) — its preliminary notice says so explicitly, and Appendix A
leaves Section 13 (Indemnification) unwritten rather than guess at a
default carrying real financial exposure.

Corrects three prior references from the placeholder filename
"TRSL-CommercialUseAgreement-Draft.md" to the actual deliverable name, and
cross-references it from README, PRD, TSD, and SCOPE.

Co-Authored-By: Claude Sonnet 5 <noreply@anthropic.com>
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tegwick 2026-07-29 12:48:23 +02:00
parent c12a4043c4
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specs/TargetRevenueSourceLicense-V1C1.md
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@ -163,6 +163,6 @@ This appendix is not part of the operative license text. It tracks what must be
| 9 | (all) | Full specialist legal review in every jurisdiction of intended use | **[LEGAL]** | `specs/TargetRevenueLicenseConcept.md` §21.5 |
| 10 | §7.4 | Commercial Use Agreement template must include a naming/disclosure clause governing whether a breach record identifies the Commercial Entitlement holder, with appropriate consent, confidentiality-carve-out, and data-protection handling — this License defers the policy but does not itself draft it. | **[LEGAL]**, separate deliverable | This document §7.4; no Commercial Use Agreement template yet exists in this repository |
**On item 10:** §7.4 intentionally does not set a naming default in the License itself — naming policy is routed to the Commercial Use Agreement, a bilaterally negotiated contract where the affected party can give informed consent (or negotiate confidentiality) rather than being bound by a unilateral public-license term. This meaningfully reduces the License text's own legal exposure, but it does not eliminate the underlying question: a Commercial Use Agreement template still needs a clause addressing (a) whether Commercial Use Agreements may lawfully make named disclosure a condition of the Commercial Entitlement; (b) whether a "determined" breach (cure period lapsed, or dispute resolved) provides sufficient factual basis to avoid defamation exposure across the jurisdictions in scope; (c) data-protection obligations (e.g., GDPR) where the Commercial Entitlement holder is an individual. Recommend a dedicated `TRSL-CommercialUseAgreement-Draft.md` deliverable, analogous to the CLA research recommendation in `history/260729-TRSL-ContributorRights-Research.md` §6, when a Commercial Use Agreement template becomes an active near-term need.
**On item 10:** §7.4 intentionally does not set a naming default in the License itself — naming policy is routed to the Commercial Use Agreement, a bilaterally negotiated contract where the affected party can give informed consent (or negotiate confidentiality) rather than being bound by a unilateral public-license term. This meaningfully reduces the License text's own legal exposure, but it does not eliminate the underlying question: a Commercial Use Agreement template still needs a clause addressing (a) whether Commercial Use Agreements may lawfully make named disclosure a condition of the Commercial Entitlement; (b) whether a "determined" breach (cure period lapsed, or dispute resolved) provides sufficient factual basis to avoid defamation exposure across the jurisdictions in scope; (c) data-protection obligations (e.g., GDPR) where the Commercial Entitlement holder is an individual. Recommend a dedicated `TargetRevenueCommercialUseAgreement-V1C1.md` deliverable, analogous to the CLA research recommendation in `history/260729-TRSL-ContributorRights-Research.md` §6, when a Commercial Use Agreement template becomes an active near-term need.
**Promotion path:** per `SCOPE.md` §4 and `workplans/TREV-WP-0001-license-prior-art-research.md` T06, this candidate requires explicit human acceptance before being treated as adequate briefing material for counsel, and specialist legal sign-off on every item above before any candidate may be published as official Version 1.0.