From d07c77f40ae4076a0e370cf22e2780b8f059e3d2 Mon Sep 17 00:00:00 2001 From: tegwick Date: Wed, 29 Jul 2026 20:46:49 +0200 Subject: [PATCH] Close WP-0004/WP-0005 with alpha/beta legal-review deferral Maintainer decision (2026-07-29): full specialist legal review of the TRSL/CUA is postponed until the framework moves out of beta, given limited legal/commercial exposure during build/alpha. WP-0004-T10 and WP-0005-T10 synthesize their jurisdiction research into adopted alpha/beta working defaults (governing law -> arbitration at a neutral seat, liability cap, data protection minimal-collection practice, and the Enforcement Network's fee mechanics) rather than full resolution, and are accepted on that basis. Propagates the decision to the License/CUA V1C1 Appendix A tables and status banners, SCOPE.md, CONTRIBUTING.md, the WP-0008-T05 go-live gate, and README.md. --- CONTRIBUTING.md | 2 +- README.md | 6 +-- SCOPE.md | 1 + history/260729-TREN-Synthesis.md | 47 +++++++++++++++++ history/260729-TRSL-Jurisdiction-Synthesis.md | 50 +++++++++++++++++++ specs/EnforcementNetworkConcept.md | 37 +++++++++++--- ...argetRevenueCommercialUseAgreement-V1C1.md | 16 +++--- specs/TargetRevenueSourceLicense-V1C1.md | 8 +-- ...EV-WP-0004-global-jurisdiction-research.md | 21 +++++++- ...EV-WP-0005-enforcement-network-research.md | 20 +++++++- ...EV-WP-0008-governance-and-pilot-rollout.md | 12 ++++- 11 files changed, 190 insertions(+), 30 deletions(-) create mode 100644 history/260729-TREN-Synthesis.md create mode 100644 history/260729-TRSL-Jurisdiction-Synthesis.md diff --git a/CONTRIBUTING.md b/CONTRIBUTING.md index be94da3..ebd195c 100644 --- a/CONTRIBUTING.md +++ b/CONTRIBUTING.md @@ -4,7 +4,7 @@ This repository defines a **framework concept and specifications**. It does not yet provide a production-ready Target Revenue Source License (TRSL) or a production Trust Service. -**Do not** use draft TRSL language to govern production software or accept customer commercial entitlements under TRF until specialist legal review is complete and SCOPE says otherwise. +**Do not** use draft TRSL language to govern production software or accept customer commercial entitlements under TRF until `workplans/TREV-WP-0008-governance-and-pilot-rollout.md` T05 (the go-live gate) is explicitly accepted. Full specialist legal review is one of T05's preconditions but, per the maintainer's 2026-07-29 alpha/beta risk-acceptance decision (see `SCOPE.md` §1), it is explicitly waived for a defined pilot scope during build/alpha — T05 may accept with that waiver recorded, rather than requiring review to complete first. Until T05 is accepted, no exception applies regardless of how much infrastructure work (WP-0006/0007/0008) exists. ## What contributions are welcome now diff --git a/README.md b/README.md index 0bffe3c..84d52aa 100644 --- a/README.md +++ b/README.md @@ -49,7 +49,7 @@ Extracted and stabilized from the concept draft under `workplans/TREV-WP-0003-no ## Enforcement Network concept -[`specs/EnforcementNetworkConcept.md`](specs/EnforcementNetworkConcept.md) is a new, separate concept (2026-07-29): independent, locally-licensed Enforcement Partners pursue unauthorized Commercial Use in their home jurisdiction for a share of Recovery, so License §3 enforcement scales without the Licensor litigating everywhere directly. **The central open risk is that lawyer contingency fees are not legal everywhere** — Germany notably restricts them — so the concept requires a jurisdiction-conditional Litigation Funder/Local Counsel structure, not a single global fee mechanism. Backed by `workplans/TREV-WP-0005-enforcement-network-research.md`; 9 of 10 tasks are done (all 8 jurisdictions plus mechanism design — see `history/260729-TREN-*.md`), only the human-gated synthesis remains. Findings: 50% is only exactly valid in the UK; most jurisdictions cap lower (18–35%) or ban direct lawyer contingency outright (Germany, India); India cleanly confirms the split-role model is both necessary and legal there; Japan's fee-splitting rule means even the split-role fallback needs jurisdiction-specific structuring, not just an availability check. +[`specs/EnforcementNetworkConcept.md`](specs/EnforcementNetworkConcept.md) is a new, separate concept (2026-07-29): independent, locally-licensed Enforcement Partners pursue unauthorized Commercial Use in their home jurisdiction for a share of Recovery, so License §3 enforcement scales without the Licensor litigating everywhere directly. **The central open risk is that lawyer contingency fees are not legal everywhere** — Germany notably restricts them — so the concept requires a jurisdiction-conditional Litigation Funder/Local Counsel structure, not a single global fee mechanism. Backed by `workplans/TREV-WP-0005-enforcement-network-research.md`, now **finished** (all 8 jurisdictions plus mechanism design and the human-gated synthesis, accepted 2026-07-29 — see `history/260729-TREN-*.md`). Findings: 50% is only exactly valid in the UK; most jurisdictions cap lower (18–35%) or ban direct lawyer contingency outright (Germany, India); India cleanly confirms the split-role model is both necessary and legal there; Japan's fee-splitting rule means even the split-role fallback needs jurisdiction-specific structuring, not just an availability check. The concept's §13 now defines a **Global Contingency Share Determination Rule**, sequential rather than a "pick the higher number" calculation: (1) 50% where an outcome-contingent fee is lawful at that level; (2) else the jurisdiction's own lower lawful cap; (3) else — where no outcome-contingent fee is lawful at all (Germany, India) — **no Contingency Share**, and instead a non-contingent **Standard Financing Amount** (a fixed sum, paid regardless of outcome, defaulting to $1,000 local-currency-equivalent, recalculated annually, announced by 31 July for the following 1 January) toward the cost of bringing the case. Because it doesn't depend on winning, it isn't a contingent fee at all — a deliberate fix after an earlier draft's "fixed bounty" framing was still outcome-contingent (paid only on success) and so would not have escaped prohibitions like India's Rule 20 ("a fee contingent on the results of litigation"). §13.0 also makes explicit that none of this creates a right to sue — pressing charges remains exclusively the Licensor's decision; the rule only makes a ready, low-friction default available once that decision is made. @@ -76,8 +76,8 @@ The concept's §13 now defines a **Global Contingency Share Determination Rule** | [TREV-WP-0001](workplans/TREV-WP-0001-license-prior-art-research.md) | Prior-art research → TRSL V1C1 license candidate — **finished**, accepted by the maintainer 2026-07-29 | | [TREV-WP-0002](workplans/TREV-WP-0002-trust-service-foundation.md) | Schemas, pure Outstanding Target fold, golden fixture — **finished** | | [TREV-WP-0003](workplans/TREV-WP-0003-normative-core-extraction.md) | Extract stable normative core docs — **finished**, reviewed and accepted 2026-07-29 | -| [TREV-WP-0004](workplans/TREV-WP-0004-global-jurisdiction-research.md) | Global jurisdictional research backing the License/CUA candidates — 9 of 10 tasks done; only the human-gated T10 synthesis remains | -| [TREV-WP-0005](workplans/TREV-WP-0005-enforcement-network-research.md) | Enforcement Network legal feasibility research — 9 of 10 tasks done (all jurisdictions and mechanism design; T10 synthesis remains, human-gated) | +| [TREV-WP-0004](workplans/TREV-WP-0004-global-jurisdiction-research.md) | Global jurisdictional research backing the License/CUA candidates — **finished**, T10 synthesis accepted 2026-07-29 with alpha/beta working defaults (full legal review deferred until out of beta — see `SCOPE.md` §1) | +| [TREV-WP-0005](workplans/TREV-WP-0005-enforcement-network-research.md) | Enforcement Network legal feasibility research — **finished**, T10 synthesis accepted 2026-07-29 on the same alpha/beta basis (Japan's Article 12 risk remains explicitly unresolved) | | [TREV-WP-0006](workplans/TREV-WP-0006-trust-service-implementation.md) | Hosted Trust Service reference implementation (PRD Phase 4b) — active, not yet started | | [TREV-WP-0007](workplans/TREV-WP-0007-degeneration-policy-and-canonical-profiles.md) | Degeneration policy + canonical monetization profile catalog — active, not yet started | | [TREV-WP-0008](workplans/TREV-WP-0008-governance-and-pilot-rollout.md) | Governance formalization + pilot rollout across `coulomb-loop`/`net-kingdom`/`helix-forge`/`railiance-*` — active, not yet started; real Phase declarations gated behind T05 | diff --git a/SCOPE.md b/SCOPE.md index ab7d4e6..5891131 100644 --- a/SCOPE.md +++ b/SCOPE.md @@ -17,6 +17,7 @@ | **Stage 1 — active** | Hosted Trust Service (WP-0006), degeneration/canonical-profile finalization (WP-0007), and governance + pilot rollout preparation (WP-0008) across the `coulomb` Forgejo org's product lines (`coulomb-loop`, `net-kingdom`, `helix-forge`, `railiance-*`). | | Trust Service federation | Stages 1–6 from concept §15 are **out of current delivery scope** (design readiness only) — unrelated to this document's "Stage 0/1" labels, which track this repo's own maturity, not the Trust Service's federation roadmap. | | Legal TRSL/CUA | Accepted as counsel-briefing material, still **not production legal text** — specialist legal review (License/CUA Appendix A condition 1) remains required before any real Phase; see `workplans/TREV-WP-0008-governance-and-pilot-rollout.md` T05. | +| Alpha/beta legal-review deferral | **Maintainer decision, 2026-07-29**: full specialist legal review of the TRSL/CUA (condition 1 above) is explicitly postponed until the framework moves out of beta, since legal and commercial exposure during build/alpha is limited and the License/CUA will be revised on stakeholder/customer feedback before the legal framework settles. This closed `workplans/TREV-WP-0004-global-jurisdiction-research.md` and `workplans/TREV-WP-0005-enforcement-network-research.md` with a synthesis of alpha/beta working defaults (governing law/arbitration, liability cap, data protection, Enforcement Network fee mechanics) rather than full resolution — see `history/260729-TRSL-Jurisdiction-Synthesis.md` §3 and `history/260729-TREN-Synthesis.md` for exactly what is and is not covered by this deferral. It does **not** waive WP-0008-T05's other preconditions (Licensor identity, hosted Trust Service), and it does **not** mean the legal framework is finished — only that it is judged sufficient to operate pilot-stage Phases under bounded, known risk. | --- diff --git a/history/260729-TREN-Synthesis.md b/history/260729-TREN-Synthesis.md new file mode 100644 index 0000000..cd3923e --- /dev/null +++ b/history/260729-TREN-Synthesis.md @@ -0,0 +1,47 @@ +# TREN Feasibility Synthesis (WP-0005 T10) + +**Document status:** Research artifact, Stage 0/1 (`workplans/TREV-WP-0005-enforcement-network-research.md` T10) +**Not legal advice.** Synthesizes T01–T09. Adopts alpha/beta working defaults per maintainer decision 2026-07-29 (full specialist legal review deferred until out of beta; see `history/260729-TRSL-Jurisdiction-Synthesis.md` §3 for what this does and does not mean, which applies equally here). + +--- + +## 1. Consolidated feasibility matrix + +| Jurisdiction | Structure | Jurisdiction Percentage Cap | Note | +|---|---|---|---| +| Germany | Split-role required | 0% (no lawful outcome-contingent fee for this engagement type) | §4a's three gates don't fit this fact pattern | +| France | Likely single-role, structured | N/A — fixed-fee-plus-uncapped-result-fee required, not a bare percentage | Second EU data point | +| United States | Single-role (tier 1: 50% lawful directly) | N/A — tier 1 applies | Copyright registration is the practical precondition | +| United Kingdom | Single-role (tier 1: 50% lawful directly) | N/A — tier 1 applies | Only jurisdiction where 50% is exactly the statutory ceiling | +| Argentina | Single-role | **35%** ordinarily (Buenos Aires City); up to 50% only if counsel assumes case-cost risk | 50% reachable via a risk-assumption variant, not the default | +| India | Split-role required | **0%** (flat prohibition, no exception gates) | Cleanest confirmation of the split-role model | +| China | Single-role, sliding scale | **18% (<1M CNY) → 15% (1–5M) → 12% (5–10M) → 9% (10–50M) → 6% (>50M)** | Larger claims get a *smaller* ceiling — counterintuitive, must be encoded as a schedule, not one number | +| South Africa | Single-role | **25%** (or 2× normal fee if lower) | Hard statutory cap, confirmed via the Contingency Fees Act | +| OHADA zone | Unresearched | Unresearched | Do not assume the French pattern applies | +| Singapore | Single-role only for arbitration/SICC/mediation | Not stated as a percentage; **0%** for ordinary litigation | Route Singapore Enforcement Actions to arbitration/SICC where possible | +| Japan | Broadly permitted, but split-role has its own risk | No fixed cap | **Article 12 bans fee-splitting with non-lawyers** — needs bespoke structuring even for the fallback | +| Australia | Split-role by default (funding-market maturity, not fee-ban) | **0%** outside Victoria class actions | Different reason for split-role than Germany/India | + +## 2. Proposed resolutions to concept §13.2 (Jurisdiction Percentage Cap) + +**Adopted 2026-07-29:** the table above is now the authoritative Jurisdiction Percentage Cap reference for the eight researched jurisdictions/families, to be published by the Enforcement Registry per §13.2. China's is a schedule, not a single figure — the Enforcement Registry must publish it as such, not collapse it to one number. + +## 3. Proposed resolutions to concept §13.5 (open questions) + +1. **Funding source for the Standard Financing Amount.** Adopted for alpha/beta: the Licensor funds it directly out of pocket. A pooled fund contributed to by successful Phases is a reasonable future design but is unnecessary complexity while pilot-stage Enforcement Actions are expected to be rare or nonexistent — revisit once real Enforcement Actions actually occur. +2. **FX reference methodology.** Adopted as the actual rule (no longer just a working assumption): the exchange rate prevailing on the announcement date (31 July), published alongside the announcement. +3. **Reimbursement of advanced financing from Recovery.** Adopted for alpha/beta: **yes**, where a Recovery occurs, the Trust Service's advanced Standard Financing Amount is reimbursed from the Platform Share before Development Credit allocation, ahead of the Phase's own Development Credit. This does not reintroduce outcome-contingency for the lawyer's own fee (still non-contingent either way per §13.1 tier 3) — it only affects whether the Trust Service recoups its own outlay, a bookkeeping question distinct from what makes the underlying fee lawful. +4. **18-month look-back window.** Adopted as the actual rule: cases settled within the 18 months immediately preceding the mid-year calculation date. +5. **Split-role interaction in tier 3 jurisdictions.** Adopted as the working answer: in a tier 3 jurisdiction, the "split-role" structure collapses to a single non-contingent Local Counsel engagement, financed in part by the Standard Financing Amount — a separate Litigation Funder entity is not required by default unless a specific case's economics call for one. + +## 4. Japan: the split-role compliance risk is not resolved, only flagged more precisely + +T08 found Japan's Article 12 (no fee-splitting between a lawyer and a non-lawyer) threatens the split-role fallback itself, not just the single-role default. This synthesis does **not** resolve that — it is exactly the kind of jurisdiction-specific professional-conduct question that requires actual Japanese counsel, not a framework-level default. **Recommendation: do not pursue an Enforcement Action in Japan under either structure until specifically reviewed**, even during alpha/beta — this is a different category of risk than "we haven't finalized the liability cap wording," because it goes to whether the engagement is even lawful at all, not how favorable its terms are. + +## 5. Enforcement Partner Agreement — status + +The EPA outline in `history/260729-TREN-MechanismDesign.md` §5 remains the reference outline. No further drafting occurs in this synthesis — a full EPA draft (analogous to the License/CUA V1C1 documents) is a future deliverable, appropriately sequenced after `workplans/TREV-WP-0008-governance-and-pilot-rollout.md` T01 resolves who the Licensor actually is, since the EPA's "Licensor" party needs a real answer before its own text can be drafted meaningfully. + +## 6. What this synthesis does not do + +Consistent with `history/260729-TRSL-Jurisdiction-Synthesis.md` §3: this closes the *research and design* question of how the Contingency Share / Standard Financing Amount mechanism should work, for alpha/beta operation. It does not mean any Enforcement Action should actually be pursued yet — the Enforcement Network remains a designed-but-unused mechanism until a real Alleged Violation occurs and the Licensor (per `specs/EnforcementNetworkConcept.md` §7 step 2, §13.0) decides to press it. diff --git a/history/260729-TRSL-Jurisdiction-Synthesis.md b/history/260729-TRSL-Jurisdiction-Synthesis.md new file mode 100644 index 0000000..e7c070a --- /dev/null +++ b/history/260729-TRSL-Jurisdiction-Synthesis.md @@ -0,0 +1,50 @@ +# TRSL/CUA Jurisdiction Synthesis (WP-0004 T10) + +**Document status:** Research artifact, Stage 0/1 (`workplans/TREV-WP-0004-global-jurisdiction-research.md` T10) +**Not legal advice.** Synthesizes T01–T09. Adopts alpha/beta working defaults per maintainer decision 2026-07-29: full specialist legal review across every jurisdiction is deferred until the framework moves out of beta, since legal and commercial exposure during build/alpha is limited and the License/CUA will be revised based on stakeholder and customer feedback before the legal framework settles. These are **provisional alpha/beta adoptions, not production-final legal conclusions** — see each item's note below. + +--- + +## 1. Consolidated jurisdictional risk matrix + +| Jurisdiction | Governing-law/venue risk | Liability-cap enforceability | Data protection | Notable finding | +|---|---|---|---|---| +| Germany | Rome I respects B2B choice; consumer-law carve-out is the recurring risk | Transparenzgebot — clarity, not fairness, is the bar | GDPR; UK GDPR now diverging | AGB law covers B2B, not just consumer contracts | +| EU (general) | Same as Germany | EU Late Payment Directive fills CUA §3.5's blank for EU customers | GDPR | — | +| United States | Governing-law clauses generally respected; state choice matters | UCC §2-302/§2-719 unconscionability is a narrow backstop | CCPA/CPRA B2B exemption expired Jan 2023 | No single "US software law" — UCC Art. 2B/UCITA never uniformly adopted | +| United Kingdom | — | UCTA 1977 reasonableness applies directly to a standard-form CUA | UK GDPR diverging from EU GDPR | — | +| Argentina | B2B respected; Ley 24.240 consumer carve-out (same pattern) | Not researched | PDPL — EU-adequate since 2003, lowest-friction case found | — | +| India | Foreign governing law respected by Indian courts | Contract Act §28 permits quantum caps; bars complete remedy bars | DPDPA 2023 "negative list" — more permissive than GDPR by design | — | +| China | **Hard constraint**: foreign law needs a "foreign-related" contract + vague public-interest override | Not researched | PIPL — three mandatory pathways, strictest regime found | **Revised by T09**: arbitration (NY Convention since 1986) is far more promising than litigation | +| Africa (South Africa, OHADA) | Not researched | Not researched | POPIA referenced, not researched | Genuine gap — flagged honestly, not assumed low-risk | +| Asia-Pacific (Singapore, Japan, Australia) | Not researched in depth | **Australia's expanded UCT regime (Nov 2023) covers standard-form contracts with businesses <100 employees/$10M turnover by default** | PDPA/APPI referenced, not researched | Highest-priority finding in the whole WP-0004 program — not an edge case | +| Global (T09) | New York Convention (~172 states) vastly outperforms any foreign-judgment enforcement regime | Draft to the strictest of Transparenzgebot / UCTA / Australian UCT simultaneously | — | Arbitration should be the default mechanism, not litigation | + +## 2. Proposed alpha/beta resolutions + +### License Appendix A item 6 / CUA Appendix A item 1 — Governing law and venue + +**Adopted for alpha/beta 2026-07-29:** default to **arbitration** (not litigation) as the dispute-resolution mechanism for any Phase declared during alpha/beta, seated at a neutral, arbitration-mature venue (Singapore or London are the two most concretely supported by this research; final seat selection is a per-Phase or per-Licensor-entity choice, not fixed by this synthesis). This is chosen specifically because it inherits the New York Convention's enforceability reach across essentially every jurisdiction researched, including the hardest case (China), without requiring a jurisdiction-by-jurisdiction litigation rider. **Not yet resolved:** which specific arbitral institution and substantive governing law to name — that requires knowing the actual Licensor entity's own jurisdiction (see `workplans/TREV-WP-0008-governance-and-pilot-rollout.md` T01), so this remains a template blank filled in per Phase/Licensor, not a single hardcoded value. + +### CUA Appendix A item 3 — Liability cap + +**Adopted for alpha/beta 2026-07-29, unchanged from V1C1:** keep the fees-paid-in-12-months cap structure, but apply the cross-jurisdiction drafting principle found in T09 — state it prominently and proportionately to the actual Exhibit A fee, not as generic boilerplate. Given alpha/beta pilot fees are expected to be small, the practical exposure under this cap is itself small; full jurisdiction-by-jurisdiction enforceability confirmation (Germany/UK/Australia's three different tests) is deferred to the post-beta legal review, consistent with the maintainer's decision. + +### CUA Appendix A item 5 — Data protection + +**Adopted for alpha/beta 2026-07-29:** no operative Data Processing Addendum is drafted yet. For alpha/beta, minimize data collection to what each Phase's Commercial Use Agreement strictly requires (billing contact, payment reference) and avoid processing any data that would trigger PIPL's stricter pathways or a Significant-Data-Fiduciary-level DPDPA obligation. This is a practice, not a drafted clause — the clause itself remains open pending real customer volume that would justify the drafting effort. + +### CUA Appendix A item 4 — Indemnification + +**Deliberately left unresolved, and this is the correct choice, not a gap to backfill under alpha/beta reasoning.** No indemnification clause means no indemnification obligation — that is the safer default for the Licensor precisely during a stage with limited legal review, not something the alpha/beta risk-acceptance decision should relax. If a real Customer specifically requires an indemnification clause before signing, that is a signal to seek specialist input for that specific deal, not to draft a generic one now. + +## 3. What "alpha/beta adoption" means and does not mean + +- **Means:** these choices are good enough to declare and operate real pilot Phases under `workplans/TREV-WP-0008-governance-and-pilot-rollout.md`, given expected pilot-stage exposure (small fees, few customers, early-stage products) is limited, and the Licensor has explicitly accepted this risk rather than an agent silently assuming it. +- **Does not mean:** the License or CUA is now legally final. Every Appendix A item retains its original disclosure; this synthesis adds an "adopted for alpha/beta" status alongside the existing `[LEGAL, OPEN]` markers, it does not remove them. Full specialist legal review remains required before "settling down" the legal framework — i.e., before treating any of this as a stable, long-term legal position rather than a bounded-risk operating decision for the current stage. + +## 4. Open items carried forward + +- Actual arbitral institution/seat/governing law selection, once the Licensor entity (WP-0008-T01) is known. +- Full jurisdiction-by-jurisdiction liability-cap and data-protection confirmation — explicitly deferred, not abandoned. +- Africa (contract-law angle) and Singapore/Japan PDPA/APPI remain genuinely unresearched, not merely deprioritized. diff --git a/specs/EnforcementNetworkConcept.md b/specs/EnforcementNetworkConcept.md index 554a0a2..8f3f6f8 100644 --- a/specs/EnforcementNetworkConcept.md +++ b/specs/EnforcementNetworkConcept.md @@ -250,9 +250,26 @@ For a given jurisdiction, funding an Enforcement Action the Licensor has decided ### 13.2 Jurisdiction Percentage Cap -The maximum lawful outcome-contingent percentage of Recovery found for that jurisdiction (e.g., the UK's 50% DBA cap, South Africa's 25% Contingency Fees Act cap, China's sliding 18%–6% scale by claim size, Argentina's 35% ordinary cap). Where no lawful outcome-contingent fee exists at all for this kind of engagement (e.g., Germany, India), the Jurisdiction Percentage Cap is **0%**, and §13.1 falls through to tier 3. +The maximum lawful outcome-contingent percentage of Recovery for a given jurisdiction. Where no lawful outcome-contingent fee exists at all for this kind of engagement, the Jurisdiction Percentage Cap is **0%**, and §13.1 falls through to tier 3. -**The Enforcement Registry (§5.7) publishes the current Jurisdiction Percentage Cap for every jurisdiction with an active or prospective Enforcement Partner**, as background information for prospective Enforcement Partners and Litigation Funders — this is a publication obligation, not a discretionary determination, consistent with §3.2's non-discretionary principle. +**Adopted 2026-07-29** (`workplans/TREV-WP-0005-enforcement-network-research.md` T10, `history/260729-TREN-Synthesis.md` §2), for the eight jurisdictions/families researched so far: + +| Jurisdiction | Jurisdiction Percentage Cap | +|---|---| +| Germany | 0% | +| France | N/A — fixed-fee-plus-uncapped-result-fee structure required, not a bare percentage | +| United States | N/A — 50% lawful directly (§13.1 tier 1 applies) | +| United Kingdom | N/A — 50% lawful directly (§13.1 tier 1 applies) | +| Argentina | 35% ordinarily (Buenos Aires City); up to 50% only if counsel assumes case-cost risk | +| India | 0% | +| China | Sliding schedule: 18% (<1M CNY) → 15% (1–5M) → 12% (5–10M) → 9% (10–50M) → 6% (>50M) — **a schedule, not one figure; must be published as such** | +| South Africa | 25% (or 2× normal fee if lower) | +| OHADA zone | Unresearched — do not assume the French pattern applies | +| Singapore | 0% for ordinary litigation; not stated as a percentage for arbitration/SICC/mediation, where a Conditional Fee Agreement is separately available | +| Japan | No fixed cap, but see §13.5 item 5's Article 12 flag before relying on this | +| Australia | 0% outside Victoria class actions | + +**The Enforcement Registry (§5.7) publishes the current Jurisdiction Percentage Cap for every jurisdiction with an active or prospective Enforcement Partner**, as background information for prospective Enforcement Partners and Litigation Funders — this is a publication obligation, not a discretionary determination, consistent with §3.2's non-discretionary principle. The table above is the Stage 0/1 adopted content for that publication; remaining jurisdictions (Africa's other major economies, further Asia-Pacific) are not yet researched. ### 13.3 Standard Financing Amount @@ -274,13 +291,17 @@ The maximum lawful outcome-contingent percentage of Recovery found for that juri Where tier 3 applied (no Contingency Share, only non-contingent financing), the Recovery collected is **not** reduced by a contingency carve-out — the full Recovery is Platform Share under §6, since no one was paid a contingent share of it. Whether the Standard Financing Amount already advanced should then be reimbursed to the Trust Service out of that Recovery is an open question (§13.5 item 3), not resolved by this rule. -### 13.5 Open questions this rule introduces (not resolved here) +### 13.5 Resolutions and remaining open items -1. **Funding source for the Standard Financing Amount.** Who actually provides the non-contingent financing — the Trust Service operator directly, a pooled fund contributed to by successful Phases, or the Licensor's own funds simply channeled through a Trust Service-published reference figure? Not resolved here; this section defines the *amount* and *governance calendar*, not who capitalizes it. -2. **Currency conversion methodology for the US $1,000 baseline** — which reference exchange rate, and as of what date, is not yet defined. Working assumption: the rate prevailing at the announcement date (31 July), published alongside the announcement — not yet confirmed as a rule. -3. **Should an advanced Standard Financing Amount be reimbursed from Recovery if the case succeeds?** §13.4 leaves this open. Doing so would not reintroduce outcome-contingency for the *Enforcement Partner's fee* (which remains non-contingent either way) — it would only affect whether the Trust Service recoups its own financing outlay, a different question from what makes the lawyer's or funder's compensation lawful. -4. **Precise definition of the 18-month look-back window** — whether it means cases settled within the 18 months immediately preceding the mid-year calculation date (the working assumption used in §13.3), or some other reading of "settled 18 months before." Should be stated unambiguously once this rule moves toward legal review. -5. **Interaction with the Litigation Funder/Local Counsel split-role structure (§8) in tier 3 jurisdictions.** If Local Counsel's own fee is non-contingent (as tier 3 requires), does a Litigation Funder still have a role at all, or does the split-role structure collapse back to a single non-contingent Local Counsel engagement, financed in part by the Standard Financing Amount? Likely the latter, but not confirmed — a matter for the Enforcement Partner Agreement's own terms (§9). +**Adopted 2026-07-29** (`workplans/TREV-WP-0005-enforcement-network-research.md` T10, `history/260729-TREN-Synthesis.md` §3), as alpha/beta working defaults — see `history/260729-TRSL-Jurisdiction-Synthesis.md` §3 for what "adopted for alpha/beta" means and does not mean: + +1. **Funding source for the Standard Financing Amount: the Licensor funds it directly**, out of pocket. A pooled fund contributed to by successful Phases is a reasonable future design, deferred as unnecessary complexity while pilot-stage Enforcement Actions are expected to be rare or nonexistent. +2. **Currency conversion methodology: the rate prevailing at the announcement date (31 July)**, published alongside the announcement — promoted from working assumption to adopted rule. +3. **An advanced Standard Financing Amount is reimbursed from Recovery, ahead of Development Credit allocation, if the case succeeds.** This does not reintroduce outcome-contingency for the Enforcement Partner's own fee (still non-contingent either way) — it only affects whether the Trust Service recoups its own outlay. +4. **The 18-month look-back window means cases settled within the 18 months immediately preceding the mid-year calculation date** — promoted from working assumption to adopted rule. +5. **In a tier 3 jurisdiction, the split-role structure collapses to a single non-contingent Local Counsel engagement**, financed in part by the Standard Financing Amount; a separate Litigation Funder is not required by default unless a specific case's economics call for one. + +**Not resolved, and not to be treated as resolved by the above:** Japan's Article 12 fee-splitting prohibition threatens the split-role fallback itself, not just the single-role default (§8.1, `history/260729-TREN-Jurisdiction-AsiaPacific.md`). This is a distinct category of risk from the items above — it goes to whether an engagement is lawful at all, not how favorable its terms are. **Recommendation: do not pursue an Enforcement Action in Japan under either structure until specifically reviewed by Japanese counsel, even during alpha/beta.** ## 14. Concise definition diff --git a/specs/TargetRevenueCommercialUseAgreement-V1C1.md b/specs/TargetRevenueCommercialUseAgreement-V1C1.md index 3475bc8..04b1f0b 100644 --- a/specs/TargetRevenueCommercialUseAgreement-V1C1.md +++ b/specs/TargetRevenueCommercialUseAgreement-V1C1.md @@ -12,8 +12,8 @@ > > Before any candidate of this Agreement can become an official **Version 1.0** template: > -> 1. it must pass specialist legal review in every jurisdiction where it will be used; -> 2. every item listed in **Appendix A — Candidate Notes** below must be resolved or explicitly and knowingly accepted by the Licensor; +> 1. it must pass specialist legal review in every jurisdiction where it will be used; **not yet done — explicitly deferred until the framework moves out of beta** (maintainer decision, 2026-07-29, shared with the License's deferral; see `history/260729-TRSL-Jurisdiction-Synthesis.md` §3 for what this deferral does and does not mean); +> 2. every item listed in **Appendix A — Candidate Notes** below must be resolved or explicitly and knowingly accepted by the Licensor; **partially done** — items 1 (governing law), 3 (liability cap), and 5 (data protection) have alpha/beta working defaults adopted 2026-07-29, item 4 (indemnification) remains deliberately unresolved, remaining items open; > 3. a human maintainer must explicitly accept it, per `CONTRIBUTING.md`'s human-decision-gate policy. > > Bracketed placeholders (e.g. `[Customer Legal Name]`, `[Governing Law/Venue]`) are normal template blanks to be filled in per deployment; they are distinct from the substantive open items tracked in Appendix A. @@ -110,7 +110,7 @@ Each party shall protect the other's Confidential Information disclosed under th ## 11. Data Protection -Where Customer is an individual, sole proprietor, or otherwise within the scope of applicable data-protection law (e.g., the EU/UK GDPR) with respect to information processed under this Agreement, the parties shall enter into any data-processing terms required by applicable law before such processing begins. [Candidate note: this section is a placeholder acknowledging the obligation exists; it does not contain operative data-processing terms (processor obligations, sub-processor rules, international transfer mechanisms). Flagged in Appendix A item 5 as requiring dedicated legal drafting, likely as a separate Data Processing Addendum rather than inline text.] +Where Customer is an individual, sole proprietor, or otherwise within the scope of applicable data-protection law (e.g., the EU/UK GDPR) with respect to information processed under this Agreement, the parties shall enter into any data-processing terms required by applicable law before such processing begins. [Candidate note: this section is a placeholder acknowledging the obligation exists; it does not contain operative data-processing terms (processor obligations, sub-processor rules, international transfer mechanisms). Adopted for alpha/beta 2026-07-29: no Data Processing Addendum is drafted yet; instead, as an operating practice (not a clause), each Phase's Commercial Use Agreement is to minimize data collection to what it strictly requires (billing contact, payment reference) and avoid processing anything that would trigger PIPL's stricter pathways or DPDPA Significant-Data-Fiduciary obligations. Flagged in Appendix A item 5 as requiring dedicated legal drafting, likely as a separate Data Processing Addendum, before full production use.] ## 12. Warranty Disclaimer @@ -122,7 +122,7 @@ THE SOFTWARE IS PROVIDED UNDER THE LICENSE, INCLUDING ITS WARRANTY DISCLAIMER (L ## 14. Limitation of Liability -EXCEPT FOR BREACH OF SECTION 10 (CONFIDENTIALITY) OR AMOUNTS OWED UNDER SECTION 3 (FEES), NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW. [Candidate note: the fees-paid-in-12-months cap is a common commercial-contract default, not verified against the specific jurisdictions in scope — flagged in Appendix A item 3.] +EXCEPT FOR BREACH OF SECTION 10 (CONFIDENTIALITY) OR AMOUNTS OWED UNDER SECTION 3 (FEES), NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW. [Candidate note: the fees-paid-in-12-months cap is a common commercial-contract default, not verified against the specific jurisdictions in scope. Adopted for alpha/beta 2026-07-29: kept unchanged, drafted prominently and proportionately to the actual Exhibit A Fee per the cross-jurisdiction drafting principle in `history/260729-TRSL-Jurisdiction-Synthesis.md` §2; full jurisdiction-by-jurisdiction confirmation (Germany/UK/Australia's three different tests) remains deferred to post-beta legal review, given expected pilot-stage exposure is itself small — flagged in Appendix A item 3.] ## 15. Assignment @@ -138,7 +138,7 @@ In the event of conflict, the following order of precedence governs: (1) the app ## 18. Governing Law and Venue -[To be specified per deployment; see Appendix A item 1 — this is the same open jurisdiction-selection question as License §11.1, and the two should be resolved together, not independently, since a Phase's License and Commercial Use Agreement should ordinarily share a governing law.] +[Adopted for alpha/beta 2026-07-29, shared with License §11.1: disputes arising under this Agreement shall be resolved by binding arbitration, seated at a neutral, arbitration-mature venue (Singapore or London are the two candidates concretely supported by current research), rather than by litigation in a national court. The specific arbitral institution and substantive governing law remain a per-deployment blank pending the Licensor entity's own jurisdiction. See Appendix A item 1 and `history/260729-TRSL-Jurisdiction-Synthesis.md` §2.] ## 19. Miscellaneous @@ -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. All 9 of `workplans/TREV-WP-0004-global-jurisdiction-research.md`'s T01–T09 are now done; only T10 (synthesis) remains. **T09 revises the China finding from T06**: rather than a China-specific litigation rider, arbitration is likely more promising — China has enforced the New York Convention since 1986 (arbitral awards travel via a ~172-state regime with limited refusal grounds) but has ratified no foreign-judgment convention, leaving court-judgment enforcement to patchy bilateral treaties and evolving reciprocity. See `history/260729-TRSL-GlobalChoiceOfLaw-Strategy.md`. | +| 1 | §18 | Governing law and venue selection | **[ADOPTED FOR ALPHA/BETA 2026-07-29]** — arbitration at a neutral seat, shared with License §11.1 Appendix A item 6; institution/substantive law still **[LEGAL, OPEN]** | `workplans/TREV-WP-0004-global-jurisdiction-research.md` finished (T01–T10). **T09 revises the China finding from T06**: rather than a China-specific litigation rider, arbitration is more promising — China has enforced the New York Convention since 1986 (arbitral awards travel via a ~172-state regime with limited refusal grounds) but has ratified no foreign-judgment convention, leaving court-judgment enforcement to patchy bilateral treaties and evolving reciprocity; this generalizes globally. **T10 synthesis adopts arbitration (Singapore or London seat candidates) as the alpha/beta default** per §18 above. See `history/260729-TRSL-Jurisdiction-Synthesis.md` §2. | | 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]** — 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. | +| 3 | §14 | Liability cap methodology (fees-paid-in-12-months) | **[ADOPTED FOR ALPHA/BETA 2026-07-29]** — kept unchanged; jurisdiction-by-jurisdiction confirmation still **[LEGAL, OPEN]**, 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. **T10 synthesis adopts this drafting principle as the alpha/beta approach** given expected pilot-stage exposure is itself small; full confirmation deferred to post-beta review. See `history/260729-TRSL-Jurisdiction-AsiaPacific.md` §1 and `history/260729-TRSL-Jurisdiction-Synthesis.md` §2. | | 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 **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. | +| 5 | §11 | Data Protection — placeholder only, no operative processing terms | **[ADOPTED FOR ALPHA/BETA 2026-07-29]** — minimal-collection practice, not a drafted clause; DPA drafting still **[LEGAL, OPEN]** | 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. **T10 synthesis adopts a minimize-data-collection operating practice for alpha/beta**, deferring the actual DPA drafting until real customer volume justifies it. See the per-jurisdiction `history/260729-TRSL-Jurisdiction-*.md` and `history/260729-TREN-Jurisdiction-*.md` files, and `history/260729-TRSL-Jurisdiction-Synthesis.md` §2. | | 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. | diff --git a/specs/TargetRevenueSourceLicense-V1C1.md b/specs/TargetRevenueSourceLicense-V1C1.md index 5065e5a..c2c6927 100644 --- a/specs/TargetRevenueSourceLicense-V1C1.md +++ b/specs/TargetRevenueSourceLicense-V1C1.md @@ -10,8 +10,8 @@ > > Before any candidate of this license can become the official **Version 1.0** release: > -> 1. it must pass specialist legal review in every jurisdiction where it will be used (see `history/260729-TRSL-Jurisdiction-StandardTerms.md` for known exposure, particularly German AGB/Transparenzgebot clarity requirements); **not yet done**; -> 2. every item listed in **Appendix A — Candidate Notes** below must be resolved or explicitly and knowingly accepted by the Licensor; **partially done** — item 1 (Commercial Use definition) resolved 2026-07-29, remaining items open; +> 1. it must pass specialist legal review in every jurisdiction where it will be used (see `history/260729-TRSL-Jurisdiction-StandardTerms.md` for known exposure, particularly German AGB/Transparenzgebot clarity requirements); **not yet done — explicitly deferred until the framework moves out of beta** (maintainer decision, 2026-07-29: legal/commercial exposure during build/alpha is limited and the License will be revised on stakeholder/customer feedback before this review is warranted; see `history/260729-TRSL-Jurisdiction-Synthesis.md` §3 for what this deferral does and does not mean); +> 2. every item listed in **Appendix A — Candidate Notes** below must be resolved or explicitly and knowingly accepted by the Licensor; **partially done** — item 1 (Commercial Use definition) resolved 2026-07-29, item 6 (governing law) has an alpha/beta working default adopted 2026-07-29, remaining items open; > 3. a human maintainer must explicitly accept it, per `workplans/TREV-WP-0001-license-prior-art-research.md` T06 and `CONTRIBUTING.md`'s human-decision-gate policy. **Done — accepted by the maintainer (Bernd) on 2026-07-29**, on the condition reflected in the Commercial Use definition refinement below. > > **Acceptance under condition 3 means this candidate is adequate briefing material for counsel and the reference text for further framework work — it does not mean conditions 1 or 2 are satisfied.** It remains a drafting candidate, not a license anyone should rely on for a real Phase, until specialist legal review (condition 1) and full Appendix A resolution (condition 2) are also complete. Bracketed placeholders (e.g. `[Licensor Legal Name]`) must be filled in per deployment; they are normal template blanks, not indicators of incompleteness — the substantive incompleteness is tracked separately in Appendix A. @@ -134,7 +134,7 @@ This License does not grant permission to use the trade names, trademarks, servi ## 11. General Provisions -**11.1 Governing law and venue.** [To be specified per deployment; see Appendix A — jurisdiction selection affects Section 1's "Commercial Use" and "Settled Payment" definitions and is not resolved by this candidate.] +**11.1 Governing law and venue.** [Adopted for alpha/beta 2026-07-29: disputes arising under this License shall be resolved by binding arbitration, seated at a neutral, arbitration-mature venue (Singapore or London are the two candidates concretely supported by current research), rather than by litigation in a national court. This choice is made specifically to inherit the New York Convention's ~172-state enforceability reach, including in jurisdictions researched here that lack a workable foreign-judgment regime (see Appendix A item 6). The specific arbitral institution and substantive governing law remain a per-deployment blank pending the Licensor entity's own jurisdiction; they are not fixed by this candidate. See `history/260729-TRSL-Jurisdiction-Synthesis.md` §2.] **11.2 Severability.** If any provision of this License is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable. @@ -157,7 +157,7 @@ This appendix is not part of the operative license text. It tracks what must be | 3 | §1, §2 | Exact scope of "Noncommercial Use" | **[LEGAL]** | `history/260729-TRSL-PriorArt-Survey.md` §3.3 | | 4 | §4 | Patent license clause text, review against local patent law | **[LEGAL]** | `history/260729-TRSL-FutureLicense-PatentPrecedent.md` §4 | | 5 | §7 | Whether a cured breach should generate a compensating Target Ledger entry | **[OPEN]** | — | -| 6 | §11.1 | Governing law and venue selection | **[LEGAL, OPEN]** | All 9 of `workplans/TREV-WP-0004-global-jurisdiction-research.md`'s T01–T09 done; only T10 (synthesis) remains. **T09 revises the China finding**: China has enforced the New York Convention since 1986 (arbitral awards travel via a ~172-state regime) but ratified no foreign-judgment convention — arbitration, not the litigation-focused China rider T06 first recommended, is likely the more promising path for Chinese enforceability. T09 also found arbitration is structurally favored globally for this reason, and recommends drafting clarity-sensitive clauses to satisfy Germany's Transparenzgebot, UK's UCTA reasonableness, and Australia's UCT regime simultaneously. See `history/260729-TRSL-GlobalChoiceOfLaw-Strategy.md`. | +| 6 | §11.1 | Governing law and venue selection | **[ADOPTED FOR ALPHA/BETA 2026-07-29]** — arbitration at a neutral seat; institution/substantive law still **[LEGAL, OPEN]** | `workplans/TREV-WP-0004-global-jurisdiction-research.md` finished (T01–T10). **T09 revises the China finding**: China has enforced the New York Convention since 1986 (arbitral awards travel via a ~172-state regime) but ratified no foreign-judgment convention — arbitration, not the litigation-focused China rider T06 first recommended, is the more promising path for Chinese enforceability, and this generalizes globally. **T10 synthesis adopts arbitration (Singapore or London seat candidates) as the alpha/beta default** per §11.1 above; this is a bounded operating decision for pilot-stage Phases, not a substitute for full specialist review before the license is finalized. See `history/260729-TRSL-Jurisdiction-Synthesis.md` §2. | | 7 | (all) | Full review under German AGB law (Transparenzgebot) and, where applicable, EU consumer-protection law | **[LEGAL]** | `history/260729-TRSL-Jurisdiction-StandardTerms.md` §1–§2 | | 8 | (all) | Contributor rights sufficient to grant this License and the Future License (CLA) | **[LEGAL]**, separate deliverable | `history/260729-TRSL-ContributorRights-Research.md` §4 | | 9 | (all) | Full specialist legal review in every jurisdiction of intended use | **[LEGAL]** | `specs/TargetRevenueLicenseConcept.md` §21.5 | diff --git a/workplans/TREV-WP-0004-global-jurisdiction-research.md b/workplans/TREV-WP-0004-global-jurisdiction-research.md index eeadb59..e743bdc 100644 --- a/workplans/TREV-WP-0004-global-jurisdiction-research.md +++ b/workplans/TREV-WP-0004-global-jurisdiction-research.md @@ -4,7 +4,7 @@ type: workplan title: "Global jurisdictional research for TRSL and Commercial Use Agreement" domain: infotech repo: target-revenue -status: active +status: finished owner: claude topic_slug: infotech created: "2026-07-29" @@ -339,12 +339,29 @@ should ordinarily share a governing law). ```task id: TREV-WP-0004-T10 -status: todo +status: done priority: high human_accept_required: true +human_accepted_by: Bernd +human_accepted_at: "2026-07-29" state_hub_task_id: "b6a81a88-a9a2-4012-ba69-9f650381b003" ``` +**Result:** Synthesis produced at `history/260729-TRSL-Jurisdiction-Synthesis.md`. +Human acceptance (Bernd, 2026-07-29): the maintainer decided full specialist +legal review is postponed until the framework moves out of beta, given +limited legal/commercial exposure during build/alpha and the expectation +that the License/CUA will be revised on stakeholder/customer feedback before +the legal framework settles. On that basis, the synthesis's proposed +alpha/beta working defaults are adopted and applied to both V1C1 documents' +Appendix A tables and status banners: License Appendix A item 6 and CUA +Appendix A item 1 (governing law → arbitration at a neutral seat), CUA item 3 +(liability cap → kept, drafted prominently/proportionately), and CUA item 5 +(data protection → minimal-collection practice, no DPA drafted yet). CUA item +4 (indemnification) is deliberately left unresolved, per the synthesis's own +reasoning that this is the correct default, not a gap. This closes this +workplan without claiming the legal framework is final. + Using T01–T09, produce a consolidated jurisdictional risk matrix (one row per jurisdiction/family, columns for: standard-terms clarity regime, liability-cap enforceability, indemnification norms, data-protection diff --git a/workplans/TREV-WP-0005-enforcement-network-research.md b/workplans/TREV-WP-0005-enforcement-network-research.md index 123ae15..a5d4254 100644 --- a/workplans/TREV-WP-0005-enforcement-network-research.md +++ b/workplans/TREV-WP-0005-enforcement-network-research.md @@ -4,7 +4,7 @@ type: workplan title: "Enforcement Network — legal feasibility and design research" domain: infotech repo: target-revenue -status: active +status: finished owner: claude topic_slug: infotech created: "2026-07-29" @@ -318,12 +318,28 @@ legal decisions (concept §3.2, §10). ```task id: TREV-WP-0005-T10 -status: todo +status: done priority: high human_accept_required: true +human_accepted_by: Bernd +human_accepted_at: "2026-07-29" state_hub_task_id: "cdd3ca93-2ec0-4326-959b-2c88de11b41b" ``` +**Result:** Synthesis produced at `history/260729-TREN-Synthesis.md`. +Human acceptance (Bernd, 2026-07-29): same alpha/beta risk-acceptance basis +as `TREV-WP-0004-T10` (see that task's Result). The synthesis's five +proposed resolutions to `specs/EnforcementNetworkConcept.md` §13.5 are +adopted and applied: funding source (Licensor direct), FX methodology +(announcement-date rate), reimbursement of advanced financing from Recovery +before Development Credit, the 18-month trailing look-back window, and +tier-3 split-role collapse to a single non-contingent Local Counsel +engagement by default. §13.2's Jurisdiction Percentage Cap table (12 +jurisdictions/families) is applied as the authoritative reference. Japan's +Article 12 fee-splitting risk is explicitly **not** resolved by this +acceptance and remains flagged — no Enforcement Action should be pursued in +Japan without specific counsel review, even during alpha/beta. + Using T01–T09, produce a consolidated feasibility matrix (one row per jurisdiction/family: direct lawyer contingency permitted? statutory cap? litigation funding regulatory status? recommended structural variant) and diff --git a/workplans/TREV-WP-0008-governance-and-pilot-rollout.md b/workplans/TREV-WP-0008-governance-and-pilot-rollout.md index e50ddc8..5fe1cf3 100644 --- a/workplans/TREV-WP-0008-governance-and-pilot-rollout.md +++ b/workplans/TREV-WP-0008-governance-and-pilot-rollout.md @@ -136,11 +136,19 @@ infrastructure exists. Before acceptance, confirm: - `workplans/TREV-WP-0004-global-jurisdiction-research.md` T10 and `workplans/TREV-WP-0005-enforcement-network-research.md` T10 syntheses - are complete, or their absence is an explicitly accepted risk; + are complete — **done** (both finished 2026-07-29; see + `history/260729-TRSL-Jurisdiction-Synthesis.md` and + `history/260729-TREN-Synthesis.md`); - specialist legal review of `specs/TargetRevenueSourceLicense-V1C1.md` and `specs/TargetRevenueCommercialUseAgreement-V1C1.md` (condition 1 in each document's status banner) has occurred, or is explicitly waived for - a defined pilot scope; + a defined pilot scope — **the maintainer has already waived full review + until out of beta** (`SCOPE.md` §1, 2026-07-29); T05 acceptance still + requires confirming the specific pilot scope this waiver covers and that + the alpha/beta working defaults adopted by the two syntheses above + (governing law/arbitration, liability cap, data protection, Enforcement + Network fee mechanics) are acceptable for that scope — this is not + automatically satisfied by the waiver existing in the abstract; - T01's Licensor-identity question is resolved for whichever product line goes first; - `workplans/TREV-WP-0006-trust-service-implementation.md` has a working