Cross-cultural partnership template

DRAFT, August 28, 2007

Preamble

The cross-cultural partnership template is designed to help potential collaborators to reach understanding and agreement on the terms of their collaboration.

In many contexts people look to the law to establish or enforce a 'safe space' in which collaborative relationships may flourish. Good intention is more fundamental than law or codes of conduct. Nonetheless, legal agreements and faith in the law can facilitate the establishment of relationships where trust is yet to be established.

Here we offer a template which draws upon the law: the result of long-term consideration of issues around collaboration in different situations and arenas. The template draws specifically and intentionally upon understandings abstracted from established social practices and from licenses developed for digital creations.

Copyleft (an example of a license for digital creations) has built its alternative upon the scaffolding of copyright law to achieve goals outside of that law's usual bounds. For the exchange of knowledge and creative partnerships (including between indigenous peoples, corporations and institutions, different disciplinary actors, etc.) we draw upon frameworks from the area of the law pertaining to partnership.

As in business dealings, choosing the partnership form brings with it default terms of fairness between partners: duties of loyalty, of care, of disclosure, of good faith and fair dealing. We seek to import those ethics and their underlying law to relationships broader than business, giving legal force to terms of mutual respect and mutually beneficial interchange.

Although the Gnu GPL and Creative Commons licenses served as models, this template agreement is much more skeletal in form. That is because the core of the partnership relationship is parties jointly articulating their intentions and goals. The process of specifying terms in this agreement can be an important part of building the shared understanding that will assist the relationship to achieve mutually agreeable ends.

It is in this spirit we offer a template for a partnership agreement by which the parties can make explicit to one another their understanding of shared goals, the means to achieve them, and have confidence that in that articulation, they guarantee a level of accountability from their partners. Experience points to the significance of considering and accommodating the expectations, interests, and location of parties to a collaboration as an ongoing aspect of the relationship itself.

See the How-To document [link or included] for suggestions on how to use the template that follows:

CROSS-CULTURAL PARTNERSHIP TEMPLATE (draft)

Partnership title.

[Insert partnership title]

Identification of the partners.

[Insert the names and roles of the parties], ("Partners")

Each partner comes to this agreement with the following authority:

[Insert authority to enter the agreement. Consider all the other people who might be involved. Is their cooperation or consent necessary?]

[Consider at this stage whether and how you may want to add additional partners. For example, if you need special expertise, will you subcontract these tasks or bring in new partners and thereby modify this agreement and the subsequent sections on benefits, future use of material, management?]

Common aims.

The Partners agree to the general aim of entering into a mutually respectful and beneficial relationship. The partners also agree to the specific aims of:

[Insert specific aims] 

[Specific aims could include: sharing stories or other oral heritage across cultures; creating a documentary film to advocate for an indigenous group; distributing native medicines to a larger public; research creative collaborations in art and technology. ]

Prior work.

We consider that work conducted before entering this Partnership has the following relevance to this agreement and status for each Partner:

[Insert (specific) prior work, relevance, and status (how will the ownership of, or access to that work be modified, if at all, by its inclusion in the work of the partnership).]

Specific duties.

The Partnership imposes the following obligations on each partner:

[Insert obligations for first Partner.] 

[Insert obligations for second Partner.] 

In addition, the following obligations shall survive dissolution of the partnership.

[Insert obligations for first Partner.] 

[Insert obligations for second Partner.] 

Outcomes and benefits.

The Partners agree on the following ways to distribute the results of the Partnership:

Forms of outcome to be circulated

Fair and correct attribution

Ownership and licensing of the products produced in or resulting from the partnership.[Options might include joint ownership, cross-licensing, or other terms specific to the types of creative outputs (copyright, patent, confidentiality etc.). Consider how the concrete outputs may be licensed / shared / sold / given away.]

[Consider the levels of access different groups should have to the knowledge generated in the partnership. For example, in some cases, access might be available only to partners, to members of pre-existing groups, to those known to partners, or to anyone.]

The Partners may draw differential benefits after or as part of the pursuit of their Common Aims.

[Insert differential benefits.] 

[Differential benefits might recognize the different strengths and needs of each Partner.

A book might draw on Native experience to promote awareness of their cultural distinctiveness while supplying academic credentials for its author. A research project might provide an engineer with a new technical challenge while providing an artist with the tools necessary to create a new form of interactive installation. ]

Management.

The Partners will coordinate their efforts for the Partnership according to the following expectations:

[Insert description of how Partners will manage the project jointly.This might mean that management will be undertaken in accordance with certain principles, and/or under certain authority, which the partners will agree to with full knowledge of the system adopted. See also arbitration, below].

Disclosure.

Periodic review and amendment.

Periodic reviews will occur at the following intervals [Fill in review schedule]. At these times, the parties will disclose their present interests, progress, profits, and unexpected developments pertaining directly to the partnership.

If the [mutual] goals have changed, a renegotiation / amendment will be entered into until all parties are satisfied that the partnership maintains its original equity.

If the parties no longer share mutual goals, parties should seek to wind up the partnership. Proceed to dissolution according to the terms of the latest agreement.

[Management choices might include disclosure of interests relevant to the subject of the Partnership, either: via continual or periodic face-to-face contact (as in Native settings); via periodic written reports (as in academia or industry). ]

Breach

Apart from the standard breaches of fiduciary duty, the following events shall constitute breaches of the Partnership.

[Insert explanation of possible breaches].

Remedies.

In the event of a breach, the non-breaching Partner(s) shall be entitled to:

[Insert explanation of possible remedies].

Choice of law.

Partners agree that this partnership will be governed by the law of:

[Insert nation or legal entity.]

and disputes will be arbitrated by:

[Insert court or organization.]

Partners could turn to governmental or nongovernmental organizations to decide conflicts, such as:

• Penobscot Council of Elders
• American Medical Association
• American Arbitration Association
• Village court system

Term and termination.

This Partnership shall remain in effect until:

[Insert end condition.] 

[End conditions could include:  for a period of time, such as five years; until an outcome is accomplished, such as a publication. ]

All parties have customized each section of this document to meet their common and individual aims.

So Agreed:

[Insert signatures and dates]