Since my German is non existent I've worked from your translation! Comments inserted below
- Certified Open Ltd already exists and the MoU should prepare the collaboration of OFE, FSFE and a third party inside Certified Open and document the planning. The precise structure is still open. On FSFE's side the activitly will be taxed as economic activity, and will be coordinated with FSFE's tax consultants.
Gt No comments.
In my opinion the MoU should be more clear on how to split the cost of the preparation phase. This in particular concerns
a) the general cost for lawyers/notary and register in relation to issues of association/organisation law, in particular if FSFE should become partner/member in the Certified Open Ltd;
Gt I think this is covered by the split of responsibilities? In that since it is already established as a ltd by guarantee company the only(??) need is to bring you in as Directors. There is no equity. But we probably do need to update MemArts and any statutes. Bob can you comment/advise?
b) the costs for the time invested by the partners and that should be reimbursed from income to the Ltd. For this it might be useful to be concrete in terms of daily/hourly rates, and possible a maximum amount for pre-invested time and travel expense. Additionally: What happens if this does not work and no sufficient income is generated.
Gt Probably correct in terms of defining rates at least. We had already recognised this by inserting the phrase on costs ( actual expenditure and hourly rates) being agreed by Board before committment).Maybe we need to define a six monthly budget to build this in?
- The MoU creates the impression that more than one third party should be involved. If this only concerns a single third party, that should be clarified and the party should be named, if possible.
Gt As an update on the TOFe project (the potential third party)we are now moving to a position of not having a formal new organisation representing the current partners, but using an updated position of the OFE partner relationship, whereby such partners would be expected to become a CO franchisee. It would still make sense to have one of them represented on the CO board but maybe as a non exec Director?
Legal consequences in case one partner leaves are still unclear. Why the "notice period" in a)? What should happen within the 6 months if one party starts to block things -- is this not more an obstacle than the partner leaving immediately? Who covers the cost to that were incurred until that point?
In b) the three months period makes no sense, imho. If a party leaves, there is no way the remaining parties could be stopped from continuing things in any way they please.
Gt valid points. I think we were trying to ensure that one party couldn't walk away from their responsibilities leaving the other unprotected. I'm struggling to remember the rationale for point b)?
- There should be some word on the applicable law and place of court if the MoU should be legally enforceable or if you want to document seriousness. If this is only as a "reminder" it is not necessary.
Gt Do we need this?
- Maybe it would be beneficial to add a sentence that shaping of Certified Open will be done by a commonly agreed upon statute.
Gt Probably correct, back to comment on point 2 above. again Bob your input?
Rgds G
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