Dear all and thanks both Markus and Juanjo for the remarks,
The position of Atos is simple: it was stated from the very beginning of the programme that access to background and foreground (that is needed for the purpose of executing the programme, which involves -of course-the FI-WARE GE and baseline works) would be given on a royalty-free basis. By the way, FI-WARE as project has publicity declared it in front of all audiences.
In order to be coherent and explicit about it, it is good that this is clearly reflected in all the agreements, including the DoW, which in the end is the contract signed between FI-WARE partners and the EC (where we make clear our commitments). This is also a marketing tool.
Be aware that as soon as other stakeholders feel (and see) they cannot get access to necessary background for free in the context of the FI PPP they will not be interested in our solutions anymore. Opening a door for charging them (or making them believe they they could be charged for the use of some background SW) may not be illegal (I am not sure), but would go not only against the spirit of the FI PPP, but also against business opportunities for FI-WARE.
In the end, all partners are free to define the terms and conditions for their GE in a potential commercial context after the FI PPP, and this should be enough to be clear on the charging aspects in the future. As said, the present (execution of the FI PPP) is non-negotiable for our own benefit and interest.
Best regards,
Nuria de Lama
Research & Innovation
Representative to the European Commission
T +34 91214 9321
F +34 91754 3252
nuria.delama at atosresearch.eu <mailto:nuria.delama at atosresearch.eu>
Albarracín 25
28037 Madrid
Spain
www.atosresearch.eu
es.atos.net
From: fiware-ga-bounces at lists.fi-ware.eu [mailto:fiware-ga-bounces at lists.fi-ware.eu] On Behalf Of Juanjo Hierro
Sent: jueves, 25 de abril de 2013 14:26
To: Heller, Markus
Cc: fiware-wpa at lists.fi-ware.eu; fiware-wpl at lists.fi-ware.eu; fiware-pcc at lists.fi-ware.eu; fiware-ga at lists.fi-ware.eu
Subject: Re: [Fiware-ga] [Fiware-wpl] URGENT and CRITICAL vote by the FI-WARE General Assembly: SAP veto on amendment 4
Dear all,
Thanks for SAP about their remarks, but I'm afraid that SAP is missing an important point.
SAP's summary about how the Collaboration Agreement treats background is correct. Precisely, Telefonica's proposal is trying to amend both clause 41 and the text in Annex I (DoW) of the Grant Agreement to precisely align the Grant Agreement with the Collaboration Agreement.
On the other hand, the EC, as they have stated multiple times, is not a party in any Agreement, neither the Collaboration nor the Consortium Agreement. Therefore, they want to keep in the Grant Agreement clear statements about how IP Access Rights will be treated. That way, among other things, would keep them safe in the case that FI-PPP partners change their agreements on matters the EC don't agree to.
That's why the paragraph that SAP now intends to suppress is there in our DoW. That's also the reason why we feel pretty sure that the EC will never agree to drop that paragraph.
If we drop the paragraph in question from the DoW, as SAP suggests, then the EC would be accepting, contractually, that FI-WARE partners would have the right to charge for background associated to FI-WARE GEs. It cannot be argued that the Collaboration Agreement fixes that issue because the EC has always stated that the Collaboration Agreement doesn't bind the EC nor bind us with the EC. They wouldn't rely the treatment of
Last but not least, the whole point is that the issue is being treated. We have asked SAP whether SAP would retire their veto on amendment 4 and limit issuance of any veto on how this IPR issue is solved. We are waiting for their response.
Best regards,
-- Juanjo
-------------
Product Development and Innovation (PDI) - Telefonica Digital
website: www.tid.es
email: jhierro at tid.es
twitter: twitter.com/JuanjoHierro
FI-WARE (European Future Internet Core Platform) Coordinator
and Chief Architect
You can follow FI-WARE at:
website: http://www.fi-ware.eu
facebook: http://www.facebook.com/pages/FI-WARE/251366491587242
twitter: http://twitter.com/FIware
linkedIn: http://www.linkedin.com/groups/FIWARE-4239932
On 25/04/13 12:35, Heller, Markus wrote:
Dear all,
We would like to add to Juanjo's remarks the following in order to clarify some misunderstanding that may have arisen:
SAP's suggestion to delete the entire Section about Access Rights to Foreground and Background to FI PPP Partners does not contradict the 'spirit' of the FI PPP because the Access to Background is regulated in the Collaboration Agreement in the perfect differentiation for the specific needs of the technological FI PPP Platform Fi-Ware and the FI PPP Use Cases. The regulations in the Collaboration Agreement has finer regulations in order to fit the needs of the Use Cases and the special needs of Fi-Ware as Technology Platform. The regulations are as such:
For Complementary Background, which is Background from another FI PPP Project, the Access is subject to another Agreement and upon discretion of the Background IP owner. Exception to this general rule is Background included in the so-called Fi-Ware Generic Enabler. This Background is accessible for FI PPP Partners upon royalty-free terms.
Please see the exact wording of the Collaboration Agreement here:
4.2.3.4 Access Rights to Generic Enablers and Generic Enabler Specifications
Notwithstanding the Sections 4.2.3.1 to 4.2.3.3 above,
- Access Rights to Complementary Foreground and Complementary Background included in Generic Enabler Specifications for the execution of any Complementary Grant Agreement and for Use and
- Access Rights to Complementary Background included in Generic Enablers which is Needed for the execution of the Complementary Grant Agreement
are hereby requested in writing and are deemed granted on a royalty free basis to all Parties and by all Parties.
We believe that this Section fits perfectly to the spirit of the FI PPP. Therefore, SAP believes, that we do not need any specific language in the DOW regarding the Access Rights.
In parallel to the doodle polling according to the change procedures outlined in the mail below, we would like to share what is SAP's opinion on this matter.
With best wishes,
Markus Heller
Dr. Markus Heller
Senior Researcher
SAP AG
Vincenz-Priessnitz-Str. 1
76131 Karlsruhe / Germany
T +49 6227 7-52673
Pflichtangaben/Mandatory Disclosure Statements: www.sap.com/corporate-en/impressum <http://www.sap.com/corporate-en/impressum>
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From: fiware-wpl-bounces at lists.fi-ware.eu [mailto:fiware-wpl-bounces at lists.fi-ware.eu] On Behalf Of Juanjo Hierro
Sent: Montag, 22. April 2013 20:59
To: fiware-ga at lists.fi-ware.eu
Cc: fiware-pcc at lists.fi-ware.eu; fiware-wpl at lists.fi-ware.eu; fiware-wpa at lists.fi-ware.eu
Subject: [Fiware-wpl] URGENT and CRITICAL vote by the FI-WARE General Assembly: SAP veto on amendment 4
Dear FI-WARE partners,
I have to inform you that SAP has decided to issue a veto on the current amendment 4 currently under negotiation with the EC until a question on IPR management is solved.
We committed to handle this issue raised during development of amendment 5 of the DoW which was going to be opened right after the current amendment is closed and we rather expect to finalize before end of May simply because there were elements there we know the EC consider of a rather high priority: incorporation of the new governance model and inclusion of additional beneficiaries from the 2nd Open Call and, more relevant for the EC, the 3rd Open Call. However SAP didn't want to rely on this compromise based on experience of the time consumed in previous amendments and decided to go for this veto, exploiting their right to issue it. I honestly believe we shouldn't spend too much time discussing whether this was a fair approach or not.
This mail is then to cast your vote on the solution to handle the issue raised by SAP to be incorporated in amendment 4. In this mail, I will elaborate on:
1. The issue itself
2. The alternative solutions proposed by SAP and Telefonica
3. The process we will follow to make a decision and communicate it to the EC
1. The issue itself
The issue is derived from a contradiction that has been detected by SAP on different places of the Grant Agreement (the contract).
On one hand, the B.3.2.4 section on IPR included in the FI-WARE DoW (formally referred as Annex I of the Grant Agreement) states the following:
This paragraph was based on what we already stated in our proposal and was also requested by the EC. It was also aligned with clauses related to access rights to FI-WARE GE specifications and implementations in the FI-PPP Collaboration Agreement.
However, special clause 41 in article 7 of the Grant Agreement states the following which apparently contradicts what was said in section B.3.2.4 of the DoW:
(for your knowlege, complementary beneficiaries refer to beneficiaries of other other projects different than FI-WARE in the FI-PPP).
Besides this, there is article of the Grant Agreement that elaborates on what interpretation should prevail in case of conflicts between different parts of the Grant Agreement:
That would mean that what was stated in special clause 41 in article 7 would take precedence over what was stated in section B.3.2.4 of the DoW.
It seems like it would be worth fixing this contradictions in an amendment of the DoW.
2. The alternative solutions proposed by SAP and Telefonica
2.1 Solution proposed by SAP
The solution proposed by SAP is simple: drop the conflicting paragraph on section B.3.2.4. Consequently, users of FI-WARE in the context of the FI-PPP could be charged for the background that is integrated as part of a FI-WARE GE implementation or will be required for its execution.
2.2. Solution proposed by Telefonica
Telefonica strongly believe that it has been stated multiple times, as basic principle of the program, that users of FI-WARE in the context of FI-PPP activities cannot be charged for any background or foreground that becomes part of a FI-WARE GE implementation. It can also confirm that the European Commission has stated multiple times that this was a requirement for the program. Therefore, it will never be accepted by the EC.
Our proposal is also simple:
* Fix special clause 41 so that it reads as follows (changes marked in red):
Complementary beneficiaries enjoy the rights and bear the obligations of beneficiaries with
regard to Articles II.32, II.33 and II.34 of Annex II {Access Rights}. However, for
complementary beneficiaries, these rights and obligations are limited to foreground and background associated only to FI-WARE GE implementations developed in FI-WARE the project. Therefore, they do not extend to background that is not part of FI-WARE GE implementations or required for them to run. Complementary beneficiaries are not members of the consortium for
the purpose of this grant agreement
* Clarify paragraph in section B.3.2.4 of the DoW for the avoidance of doubt:
Access Rights to Foreground and Background associated to FI-WARE GE implementations needed for the execution of the FI-PPP projects and users who carry out experiments in the FI-WARE Open Innovation Lab as long as the FI-WARE project lasts, shall be
deemed granted on a Royalty-Free basis. Other than in exceptional circumstances and only for
Background specifically identified, no costs shall be charged for granting such Access Rights. The FI-WARE
beneficiaries will not charge any such costs to the project.
3. The process we will follow to make a decision and communicate it to the EC
Given the fact that the two positions on the matter are irreconcilable, we should go for a voting. In this respect, partners will be asked to:
* vote yes, no or abstain to each of the proposals
* clarify whether they would issue a veto to a proposal if it happens to be endorsed by the majority of the partners
For this purpose, the following doodle will be used.
http://www.doodle.com/8r4rt8wnur5a7wh7
Those who wish to keep their vote visible in doodle please send your vote to me (or in response to recipients of this mail). We will list their vote in the doodle as "partner X" (X being a number).
Voting will close this Friday at 12:00. Please don't forget to cast your vote. We will circulate an spreadsheet with the gathered votes by email on Friday afternoon and will close the doodle. Just to avoid any issue, we will give a period until Monday 12:00 to raise an issue if you believe that your vote was not properly recorded.
Once we gather all the votes, we will apply voting accounting rules as stated in the FI-WARE Consortium Agreement, meaning that each Party shall have a number of votes equal to the percentage that its Project Share bears to the total of all the Project Shares of the Parties. Then we will announce the results to the consortia.
Finally, based on the results of the process described above:
* We will communicate to the EC the proposed changes in the Grant Agreement and require them to be part of amendment 4
* We will inform the EC about the partners (if any) who plan to veto amendment 4 because of the proposed changes
If you have any questions regarding any of the points above, don't hesitate to ask.
Best regards,
-- Juanjo Hierro
-------------
Product Development and Innovation (PDI) - Telefonica Digital
website: www.tid.es
email: jhierro at tid.es
twitter: twitter.com/JuanjoHierro
FI-WARE (European Future Internet Core Platform) Coordinator
and Chief Architect
You can follow FI-WARE at:
website: http://www.fi-ware.eu
facebook: http://www.facebook.com/pages/FI-WARE/251366491587242
twitter: http://twitter.com/FIware
linkedIn: http://www.linkedin.com/groups/FIWARE-4239932
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