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.
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@ -250,9 +250,26 @@ For a given jurisdiction, funding an Enforcement Action the Licensor has decided
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### 13.2 Jurisdiction Percentage Cap
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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.
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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.
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**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.
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**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:
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| Jurisdiction | Jurisdiction Percentage Cap |
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|---|---|
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| Germany | 0% |
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| France | N/A — fixed-fee-plus-uncapped-result-fee structure required, not a bare percentage |
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| United States | N/A — 50% lawful directly (§13.1 tier 1 applies) |
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| United Kingdom | N/A — 50% lawful directly (§13.1 tier 1 applies) |
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| Argentina | 35% ordinarily (Buenos Aires City); up to 50% only if counsel assumes case-cost risk |
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| India | 0% |
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| 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** |
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| South Africa | 25% (or 2× normal fee if lower) |
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| OHADA zone | Unresearched — do not assume the French pattern applies |
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| Singapore | 0% for ordinary litigation; not stated as a percentage for arbitration/SICC/mediation, where a Conditional Fee Agreement is separately available |
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| Japan | No fixed cap, but see §13.5 item 5's Article 12 flag before relying on this |
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| Australia | 0% outside Victoria class actions |
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**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.
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### 13.3 Standard Financing Amount
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@ -274,13 +291,17 @@ The maximum lawful outcome-contingent percentage of Recovery found for that juri
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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.
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### 13.5 Open questions this rule introduces (not resolved here)
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### 13.5 Resolutions and remaining open items
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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.
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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.
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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.
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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.
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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).
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**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:
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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.
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2. **Currency conversion methodology: the rate prevailing at the announcement date (31 July)**, published alongside the announcement — promoted from working assumption to adopted rule.
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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.
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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.
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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.
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**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.**
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## 14. Concise definition
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>
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> Before any candidate of this Agreement can become an official **Version 1.0** template:
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>
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> 1. it must pass specialist legal review in every jurisdiction where it will be used;
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> 2. every item listed in **Appendix A — Candidate Notes** below must be resolved or explicitly and knowingly accepted by the Licensor;
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> 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);
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> 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;
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> 3. a human maintainer must explicitly accept it, per `CONTRIBUTING.md`'s human-decision-gate policy.
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>
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> 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.
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@ -110,7 +110,7 @@ Each party shall protect the other's Confidential Information disclosed under th
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## 11. Data Protection
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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.]
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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.]
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## 12. Warranty Disclaimer
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## 14. Limitation of Liability
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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.]
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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.]
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## 15. Assignment
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## 18. Governing Law and Venue
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[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.]
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[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.]
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## 19. Miscellaneous
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| # | Section | Item | Status | Notes |
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| 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`. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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>
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> Before any candidate of this license can become the official **Version 1.0** release:
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>
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> 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**;
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> 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;
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> 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);
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> 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;
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> 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.
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>
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> **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.
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## 11. General Provisions
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**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.]
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**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.]
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**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.
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| 3 | §1, §2 | Exact scope of "Noncommercial Use" | **[LEGAL]** | `history/260729-TRSL-PriorArt-Survey.md` §3.3 |
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| 4 | §4 | Patent license clause text, review against local patent law | **[LEGAL]** | `history/260729-TRSL-FutureLicense-PatentPrecedent.md` §4 |
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| 5 | §7 | Whether a cured breach should generate a compensating Target Ledger entry | **[OPEN]** | — |
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| 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`. |
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| 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. |
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| 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 |
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| 8 | (all) | Contributor rights sufficient to grant this License and the Future License (CLA) | **[LEGAL]**, separate deliverable | `history/260729-TRSL-ContributorRights-Research.md` §4 |
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| 9 | (all) | Full specialist legal review in every jurisdiction of intended use | **[LEGAL]** | `specs/TargetRevenueLicenseConcept.md` §21.5 |
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