On 3/6/26 11:49 AM, eevvoor via Members wrote:
For me, if the XMPP Standards Foundation (XSF) moves of country
(address changes), the previous contracts continue.
It is needed to contact all entities, for example Cisco and to request
an update with the new localisation, the new address.
That is also my legal understanding
First, I am not a lawyer.
However, my understanding, based on our conversation a few years ago
with the Executive Director of the Eclipse Foundation and also based on
discussion that happened around the same time on the (private)
open-source foundations discussion list, is that things are not so simple.
Naturally, we will need to consult with lawyers about all of this, but
one thing is for sure: we're not just changing our address! We need to
create an entirely new E.U. organization and then shut down the U.S.
organization. The new organization will have, in its new locality, the
equivalent of what in the U.S. we call articles of incorporation,
bylaws, and whatever other governing documents are required in the new
locality. Plus entirely separate bank accounts, professional
relationships with accountants and legal counsel, different board
members, and so on. The address change is the least of our concerns.
Once the new E.U. organization is in place, various responsibilities
(e.g., the trademark licensing agreement with Cisco) and assets (e.g.,
XEPs, logo, monies if anything remains after paying lawyers etc.) of the
old U.S. organization will be transferred via legal agreements to the
new E.U. organization.
As far as I can see, the previous contracts don't simply continue,
because they were entered into (e.g., by Cisco) with the old U.S.
organization and that organization will cease to exist. New contracts
will need to be signed with the new E.U. organization.
As to Cisco, the last time we had to talk with them (maybe in 2016 or
2019 when the most recent applications happened?) all the lawyers I had
worked with before were gone and no one in the legal department had
institutional memory of the Jabber trademark licensing agreement. It was
like starting all over. I would imagine that the same thing will happen
here in 2026 or whenever we get busy with this migration project.
Finally, I would not assume that Cisco lawyers will necessarily want to
sign a new agreement, given how infrequently this "code path" is
exercised (seven years since the last appication), and how expensive
lawyers are. The same holds for the XSF and its E.U. successor.
Personally I am skeptical that this is worth spending time on in 2026,
over twenty years since we went through all the brain damage of changing
the name of the foundation from Jabber Software Foundation to XMPP
Standards Foundation (thereby effectively deprecating "Jabber" in favor
of "XMPP").
tl;dr Perhaps it's time to move on??
Peter
