> You get around the "no business purpose"
> (necessary to prevent liability) by later
> forming other partnerships among yourselves.
Alain: We cannot collectively do anything commercial,
but partners can form commercial ventures on their
own. That's is what you are suggesting, right?
> That is, by 'forking'.
Alain: That is not my understanding of the term
forking. A fork is a distinct alternative to OpenKard
that would be developped by some other party. They
start with the same source code but they make
modifications that are not part of our standard
distribution and this must be clearly indicated (to
protect our artistic integrity).
> Naturally, 'spin off' associations would have a
> profit motivation.
Alain: I think that it is essential to clarify what
you mean by spin-off. There is a reference version of
OpenKard that is called the standard distribution. A
fork is a derived work, particularly if its purpose is
the same as OpenKard's purpose. On the other hand, a
software title created by using OpenKard as an
authoring tool is NOT a derived work. There is a
grey-area between these latter two though: Creating
standalones by linking to or including parts of
OpenKard's code. I believe this last case should be
NOT be considered a derived work (controversial), just
as it is now with HyperCard standalones.
> How you wish to do this may be a subject you wish to
> raise and discuss before i draw up a first draft of
a
> partnership agreement.
Alain: No doubt about it!
Uli: Eric. I think as long as your first draft doesn't
include anything that makes founding other
partnerships that sell copies of OC impossible, I
don't see a problem.
Alain: How about my suggestion that resale by our
group could help finance our activities?
Uli: Really, once you open up business purposes you
open up potential liability for contracts entered into
by your partners. True, partners owe each other a
fiduciary duty ... sorta like marriage, you have to
watch out for your partners interests as well as your
own.
Alain: Why a partnership in the first place? Who are
the signatories at this time? Partnerships are only
necessary when money is involved, aren't they? I have
always been told that partnerships are the most risky
type of business association to enter into to. Why not
incorporation instead? (e.g. very limited liability)
Uli: The liability is prevented by 'nipping' any
commercial object in the bud.
Alain: Is the following a tautology ?
****** no commercial interest = no liability ******
Alain: How will we finance ourselves? Even non-profit
organizations need some kind of revenue to maintain
their activities (cost-recovery).
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