> On 13/10/2020, at 12:18 PM, Michael StJohns <mstjohns@xxxxxxxxxxx> wrote: >>> 3) With respect to any misbehavior/poor interactions with the I* on the part of the Secretariat, RPC, RSE or other contractors, I certainly want the Nomcom to hear about it. That includes, but is not limited to, harassment, arrogance, brusqueness, and any other interaction that would tend to reduce the efficiency of the IETF community, or make any of the participants feel subordinate to any of the I*. Any policy that restricts the ability to provide information to the Nomcom is a non-starter. >>> >> You didn’t mention staff - was that deliberate because you think restrictions should apply to staff in what feedback they can provide to the NomCom, or is that not an intentional omission? > If I say that AMS can impose requirements on its staff (commensurate with the law), surely you don't think I'm going to make a different rule for the LLC? But again, you need to make sure those requirements are related to the job, serve a necessary purpose and are as minimal as possible. In any event, in a normal company, the staff has recourse through the HR process, or at a higher level, through the board. They also have a much closer relationship with the base policies of the LLC. By staff I meant me and Greg. >>> 4) With respect to folding in the LLC Code of Conduct to the independent contractors, my guess is that none of this applies or can apply unless its actually incorporated into their contracts, and sections 8 and 9 especially might be offensive to most contractors. With respect to section 7 - that's usually already incorporated into the contract. Sections 10 and 11 are violations of the law, and are generally already incorporated. In any event, assuming that US law applies to a lot of this, attempting to constrain "how" a contractor does their work might bring the tax people down on you. >>> >> The LLC Code of Conduct is incorporated into all service contracts. Those contracts have been through multiple sets of lawyers without any concern about that policy. > I'm actually surprised at that. How many times have you been asked to approve a section 8 or 9 action since the policy was finalized? (e.g. from the apparent date of 31 Oct 2019) Maybe 8 times? > Hmm... taking a quick look at John Levine's contract at https://www.ietf.org/media/documents/CSA_-_Temporary_RFC_Series_Project_Manager_-_EXECUTED_REDACTED.pdf - which is actually dated before the 31 Oct 2019 date, the only phrase that seems to apply is "Contractor agrees to comply with all IETF LLC policies, as provided by IETF LLC to Contractor from time to time". I wouldn't actually call that "incorporated" in the legal meaning. Our lawyers have a different view and other lawyers have concurred with them, hence some of the slightly different language across contracts. > https://www.ietf.org/media/documents/SOW_automatic_schedule_builder_EXECUTED_REDACTED.pdf doesn't appear to have that clause in it. That overlapped with this. > https://www.ietf.org/media/documents/Pantheon_IETF_SOW_2_Final_002_EXECUTED_REDACTED.pdf has "Developer agrees to comply with all applicable IETF LLC policies in performance of the Services." - note the difference between "all applicable" and "all". > > I probably wouldn't have signed a contract with such an open ended ability for the LLC to impose requirements. I'd instead require the terms be set at time of signing or amended later by mutual consent. From a quick read, it looks like the LLC or its lawyers set the basic form of the letter contracts as the same language appears in the same place in many of these including the exact same typo of a missing close paren. Yes we provide our standard contract as a negotiating draft. >> Developer will comply with the policies that IETF LLC provides toDeveloper (as may be updated from time to time upon written notice to Developer. > Is there a record of those notices being sent to each of these developers? There have not been any updates that require such a notice. The only records I intend to keep are my email and an internal checklist, nothing public. Jay -- Jay Daley IETF Executive Director jay@xxxxxxxx
