Subject: Legal review 3: Legal advice

From: Harald Tveit Alvestrand <[email-masked]>
Date: Fri, 21 Jan 2005 15:42:32 +0100

>From Jorge:

3.  Legal Advice.

(Apologies if I sound biased about this one, but....)

Although the IAD and IASA have responsibility for negotiating and
approving all contracts relating to IETF, there is no indication that they 
are expected or even encouraged to seek legal advice
regarding these contracts.  Given the unclear language of some of the 
historical IETF-related contracts, I think it would be advisable to set 
forth a principle that the IAD should seek legal advice regarding any 
material contract that he/she negotiates.  This would exclude routine 
contracts for things like office services, but should definitely apply to 
the contracts with ISOC, IANA, ICANN, the RFC Editor, the conference 
organizer (whether it's CNRI, Fortec, or somebody else), and any contract 
that
relates to the development of data, software or other IP.

Moreover, I think that an express statement should be made that
the IAD/IASA should obtain "independent" legal advice.  That is,
from legal counsel who are not ISOC's counsel.  This will serve
to reinforce the independence of IETF from ISOC.

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From: Jeffrey Hutzelman <[email-masked]>
Date: Fri, 21 Jan 2005 18:54:42 -0500

On Friday, January 21, 2005 15:42:32 +0100 Harald Tveit Alvestrand 
<[email-masked]> wrote:

> approving all contracts relating to IETF, there is no indication that
> they are expected or even encouraged to seek legal advice regarding these
> contracts.  Given the unclear language of some of the historical
> IETF-related contracts, I think it would be advisable to set forth a
> principle that the IAD should seek legal advice regarding any material
> contract that he/she negotiates.  This would exclude routine contracts
> for things like office services, but should definitely apply to the
> contracts with ISOC, IANA, ICANN, the RFC Editor, the conference
> that relates to the development of data, software or other IP.

Yes.

> to reinforce the independence of IETF from ISOC.

I don't see the need for this.  Note that as part of ISOC, the IASA will 
not be entering into contracts with ISOC (IANAL, but my understanding is 
that there is no legal basis for an entity to contract with itself).  Given 
this, I not only don't see a reason to prohibit IASA from using legal 
resources maintained by ISOC, I actually believe that should be encouraged.

-- Jeffrey T. Hutzelman (N3NHS) <[email-masked]>
   Sr. Research Systems Programmer
   School of Computer Science - Research Computing Facility
   Carnegie Mellon University - Pittsburgh, PA

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From: John C Klensin <[email-masked]>
Date: Sat, 22 Jan 2005 13:23:26 -0500

--On Friday, 21 January, 2005 15:42 +0100 Harald Tveit
Alvestrand <[email-masked]> wrote:

> approving all contracts relating to IETF, there is no
> indication that they are expected or even encouraged to seek
> legal advice
> regarding these contracts.  Given the unclear language of some
> of the historical IETF-related contracts, I think it would be
> advisable to set forth a principle that the IAD should seek
> legal advice regarding any material contract that he/she
> negotiates.  This would exclude routine contracts for things
> like office services, but should definitely apply to the
> contracts with ISOC, IANA, ICANN, the RFC Editor, the
> conference organizer (whether it's CNRI, Fortec, or somebody
> else), and any contract that

Good catch.  And yes.

> to reinforce the independence of IETF from ISOC.

While it isn't easy to think of cases where conflicts of
interest might arise, this seems to be to be useful at best and
harmless at worse.  And, as you point out, it has useful
symbolic value, although I would have stated that last sentence
as "...of IASA from ISOC".

    john

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From: Brian E Carpenter <[email-masked]>
Date: Mon, 24 Jan 2005 15:29:58 +0100

> as "...of IASA from ISOC".

It seems fairly clear that for things such as contracts, which will
commit ISOC, ISOC's own counsel will be involved. But there may be
other issues, such as IPR policy, where IETF having its own counsel
will continue to  be a good idea. But I don't think the BCP prevents
this, so I'm not sure what text change is needed.

    Briab