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Problems with Mentor Organization Participation Agreement #82

Open GoogleCodeExporter opened 9 years ago

GoogleCodeExporter commented 9 years ago 
Two potential Mozilla mentors have balked at agreeing to the "MENTOR
ORGANIZATION Participant Agreement", as given at:
http://code.google.com/soc/mentor_step1.html

As this problem has affected our project's ability to fully take part in
the SoC, I thought it would be useful to raise this as an issue. I will
attempt to outline the objections they have expressed to me, along with
comments of my own. I hope Google will be able to address these in future SoCs.

A meta-issue is that there are two or three different roles here which the
agreement does not distinguish between. They are:

1) An organisation or project which wants to apply
2) The SoC administrators for a particular project
3) The mentors for that project

Now, in the case of some smaller projects, 1) and 2) may be the same thing
- that is, the project has no legal existence outside of its core
developers, and so the person chosen as the SoC admin represents the
project. But for other projects such as the Mozilla project, that's not the
case.

Regardless, there is a clear difference between 3) and 1)/2), which the SoC
does not recognise. For example, all three groups must sign up to an
agreement titled "MENTOR ORGANIZATION Participant Agreement", as if they
are agreeing to things on behalf of the entire project.

Yet someone who is peripherally involved with the project (but perhaps a
domain expert in the area of code for a particular application) cannot
agree to:

"You hereby represent, warrant, and agree that: (a) you are an individual
or organization running an active and viable open source or free software
project" (section 1.3).

or to:

"By submitting an application (an "Application"), you hereby agree and
notify us that you wish to participate in the Google Summer of Code as a
Mentor Organization" (section 1.1).

A person who has been asked to review a proposal for us is not
"participating as a Mentor Organization" in any meaningful sense of the
English terms.

It is also not true of all mentors that:

"As part of the Google Summer of Code Application process, you will be
required to execute certain additional documents relating to taxation"
(section 1.6).

These documents were, I assume, executed once by the Mozilla Foundation in
order to enable their participation. A mentor does not have to re-execute
them, as they are not going to be paid.

The reference to the FAQs in section 6.6: 
"This Agreement, together with the TOS and FAQs (which are hereby
incorporated into this Agreement by this reference)"
is legally nasty. Who would want to sign up to be bound by something which
can change at any time, and which is not written in precise legal language
or by lawyers?

Lastly, section 1.1 says: "Notwithstanding the previous sentence, you may
withdraw from the Google Summer of Code at any time by following the
withdrawal procedures set forth in the TOS."

There are no withdrawal procedures set forth in the TOS at
http://code.google.com/soc/tos.html

*****

My suggestion is that there should be two agreements. The first would be a
project/SoC admin agreement, which contains the Mentor Organization
Obligations, Tax form requirements and so on. This would be signed by at
least one person (probably the SoC admin) on behalf of the project. There
would also be a separate mentor agreement which does not contain those
clauses, and which is signed by all other mentors.

I hope this is useful feedback.

Gerv

Original issue reported on code.google.com by gerv.mar...@gmail.com on 4 Apr 2007 at 11:06

GoogleCodeExporter commented 9 years ago 
To make this more concrete, we had a mentor withdraw partly because his visa 
forbids him from working for anyone except his university, but that form 
mentioned 
a 1099 form.  It wouldn't have been a problem in practice, since the pay goes 
to 
the org (and isn't forwarded), but ... I couldn't have told that from the form.

Original comment by JimJJew...@gmail.com on 12 Apr 2007 at 2:14

GoogleCodeExporter commented 9 years ago 
We will bring these points to the attention of our counsel for next year.

Original comment by LHospo@gmail.com on 16 Apr 2007 at 8:41

GoogleCodeExporter commented 9 years ago 
Lesley: did anything happen about this? As far as I can see, this year's 
agreement is
the same as last year's, and I've just had another mentor (for whose project 
there
are several applicants, and who has a particular useful skill set) balk at 
agreeing
to the terms.

The agreement that everyone signs is _clearly_ inapplicable to and incorrect 
for many
of the people signing it. The fact that people just click "OK" anyway does not 
mean
this is not an issue. If Google wants the legal protection of an agreement, it 
must
create one which accurately reflects the relationships being established.

Gerv

Original comment by gerv.mar...@gmail.com on 10 Apr 2008 at 8:41

GoogleCodeExporter commented 9 years ago 
For the record, I was going go sign up as a mentor for this year's GSoC, but I
decided against it after reading the Agreement, partly because of the issues
discussed in this ticket and partly because of the indemnification clause.

Original comment by g...@gson.org on 10 Apr 2010 at 3:52