Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Edward Galvez]

Hi folks,

Please, please, please put pieces of this discussion that are important to
you on the transparency practices page:
https://meta.wikimedia.org/wiki/Transparency/Practices

There are a lot of ideas floating around and its important to have them in
one place.

Thanks all!
Edward



On Mon, Mar 14, 2016 at 11:35 AM, Risker  wrote:

> Well, Pete, I certainly interpreted Nathan's question as being specific
> enough to require that a number be given.
>
>
>
> On 14 March 2016 at 14:28, Pete Forsyth  wrote:
>
> > On Mon, Mar 14, 2016 at 11:00 AM, Risker  wrote:
> >
> > > There's a difference between "does the WMF generally include
> > > non-disparagement and non-disclosure clauses in separation agreements"
> > and
> > > "how many separation agreements include non-disparagement and
> > > non-disclosure clauses".
> >
> >
> > Risker, can you say who you're attributing those quotes to? I only see
> the
> > words "how many" in your message -- not in any of the others in this
> > thread.
> >
> > -Pete
> > [[User:Peteforsyth]]
> > ___
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-- 
Edward Galvez
Survey Specialist
Learning & Evaluation
Wikimedia Foundation
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Andreas Kolbe]

Luis,

The original announcement of your departure[1], posted on Feb. 8, said,

Quote: "Later this month, Luis will transition out of his current position
with the Wikimedia Foundation to pursue other opportunities. He will remain
in a consulting role with the Foundation over the next few months,
continuing to support our ongoing strategy and annual planning processes."

Are you currently doing work for WMF in a consulting role, or was that
consulting role part of the severance agreement you declined?

Andreas

[1]
https://lists.wikimedia.org/pipermail/wikimedia-l/2016-February/081702.html

On Mon, Mar 14, 2016 at 2:25 PM, Luis Villa  wrote:

> On Sun, Mar 13, 2016 at 5:44 PM Oliver Keyes  wrote:
>
> > On Sun, Mar 13, 2016 at 4:14 PM, Luis Villa  wrote:
> > > On Sun, Mar 13, 2016 at 1:08 PM Antoine Musso 
> > wrote:
> > >
> > >>
> > >> To the best of my knowledge such agreements are not public, but
> honestly
> > >> there is no conspiracy behind that.  There are public clues though:
> > >>
> > >>
> https://meta.wikimedia.org/wiki/Access_to_nonpublic_information_policy
> > >>  https://wikitech.wikimedia.org/wiki/Wikitech:Labs_Terms_of_use
> > >>  Others at: https://meta.wikimedia.org/wiki/Legal#Policies
> > >>
> > >
> > > In mid-2013, the legal team put the standard employee NDA clauses, and
> a
> > > couple others, on-wiki at:
> > >
> > >
> >
> https://meta.wikimedia.org/wiki/Non-disclosure_agreements#Wikimedia_Foundation.27s_non-disclosure_agreements
> > >
> > > Luis
> >
> > Thanks Luis!
> >
> > It looks like the non-disparagement clause has now been removed, which
> > is nice.
> >
>
> There was not one when I joined three years ago. There is still one in the
> severance agreement I was offered, which is why I didn't sign it - under
> the circumstances, I didn't feel like I could continue to participate in
> community processes (strategy, budget, etc.) while signing that clause.
>
> Luis
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Pine W]

I should narrow the scope of my statement a bit. I understand a need for,
and support, carefully crafted NDAs that protect information like credit
card numbers and personally identifiable information. I am skeptical of
overly broad or vague NDAs, as well as non-disparagement clauses. I am
particularly skeptical of the appropriateness of offering payoffs to an
employee of WMF (or affiliates) in exchange for the employee's agreement to
a non-disparagement clause.

Pine

On Mon, Mar 14, 2016 at 11:27 AM, Pine W  wrote:

> I'm looking at this issue from a few angles.
>
> 1. If an initial employment contract has a provision that employees who
> voluntarily resign and provide X amount of notice will be paid out
> something like their accrued vacation time (I believe that some
> jurisdictions require this) and a certain amount of medical coverage
> (ranging from the remainder of a month to 6 months), and no restrictions on
> free speech are involved, I think this would be fine.
>
> 2. If there is a payoff of WMF funds to employees in exchange for them
> agreeing to speech restrictions, I would question whether that's an
> appropriate use of donor funds and also whether placing conditions on
> employee speech is appropriate for an organization that is supposed to be
> strongly aligned with values of freedom of expression.
>
> 3. I think that there should be more transparency about how WMF funds are
> used in general, and this includes employment matters for both WMF and
> affiliates. Government agencies in the US disclose a lot of information
> about their employees, almost always including compensation, and in many
> jurisdictions disciplinary records are also public records. It seems to me
> that WMF should strive to have at least the same standard for transparency
> of government agencies. Among other problems that arise when compensation
> levels are opaque, it's very difficult to do a thorough job of evaluating
> WMF and affiliate budgets without knowing how employees are compensated so
> that the appropriateness of that compensation can be evaluated. IEG
> grantees already have our compensation published, and it seems to me that
> this practice should be extended to the other grants programs and to WMF.
>
> Pine
>
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Risker]

Well, Pete, I certainly interpreted Nathan's question as being specific
enough to require that a number be given.



On 14 March 2016 at 14:28, Pete Forsyth  wrote:

> On Mon, Mar 14, 2016 at 11:00 AM, Risker  wrote:
>
> > There's a difference between "does the WMF generally include
> > non-disparagement and non-disclosure clauses in separation agreements"
> and
> > "how many separation agreements include non-disparagement and
> > non-disclosure clauses".
>
>
> Risker, can you say who you're attributing those quotes to? I only see the
> words "how many" in your message -- not in any of the others in this
> thread.
>
> -Pete
> [[User:Peteforsyth]]
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Pete Forsyth]

On Mon, Mar 14, 2016 at 11:00 AM, Risker  wrote:

> There's a difference between "does the WMF generally include
> non-disparagement and non-disclosure clauses in separation agreements" and
> "how many separation agreements include non-disparagement and
> non-disclosure clauses".


Risker, can you say who you're attributing those quotes to? I only see the
words "how many" in your message -- not in any of the others in this thread.

-Pete
[[User:Peteforsyth]]
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Pine W]

I'm looking at this issue from a few angles.

1. If an initial employment contract has a provision that employees who
voluntarily resign and provide X amount of notice will be paid out
something like their accrued vacation time (I believe that some
jurisdictions require this) and a certain amount of medical coverage
(ranging from the remainder of a month to 6 months), and no restrictions on
free speech are involved, I think this would be fine.

2. If there is a payoff of WMF funds to employees in exchange for them
agreeing to speech restrictions, I would question whether that's an
appropriate use of donor funds and also whether placing conditions on
employee speech is appropriate for an organization that is supposed to be
strongly aligned with values of freedom of expression.

3. I think that there should be more transparency about how WMF funds are
used in general, and this includes employment matters for both WMF and
affiliates. Government agencies in the US disclose a lot of information
about their employees, almost always including compensation, and in many
jurisdictions disciplinary records are also public records. It seems to me
that WMF should strive to have at least the same standard for transparency
of government agencies. Among other problems that arise when compensation
levels are opaque, it's very difficult to do a thorough job of evaluating
WMF and affiliate budgets without knowing how employees are compensated so
that the appropriateness of that compensation can be evaluated. IEG
grantees already have our compensation published, and it seems to me that
this practice should be extended to the other grants programs and to WMF.

Pine
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Risker]

There's a difference between "does the WMF generally include
non-disparagement and non-disclosure clauses in separation agreements" and
"how many separation agreements include non-disparagement and
non-disclosure clauses".  One is general, and the other is specific; the
first can likely be answered, but the second is getting into "personal
information" territory.  While I know there has been a definite and
reasonable concern about the frequency and nature of departures over the
last several months, we are still talking about a small number of very
publicly identified individuals.

Just as importantly, those clauses tend to go both ways - in that the WMF
may also be bound not to disclose them too, as part of the individual
separation agreements.  They tend to be built right into some employment
contracts with 'golden parachute' clauses, for example.  As well,
separation agreements are much less common when people resign as opposed to
- shall we say - being monetarily urged to look for other opportunities
elsewhere; identifying the actual number may reveal the circumstances under
which some people left the organization, which can have a serious impact on
their future earnings and ability to secure future employment.

Risker/Anne



On 14 March 2016 at 13:37, Nathan  wrote:

> We need to distinguish between the personal and private details of
> individuals and the policies of the WMF around management of employees. It
> should be clear to everyone that employee satisfaction, retention, dispute
> management and other issues of personnel management are central to the
> controversies of the last few months. It's disingenuous to argue that these
> matters must all be off-limits for public discussion simply because they
> fall under the umbrella of "HR." Having said that...
>
> The names of the people who have left may be public; whether they accepted
> a severance package or not obviously is not and should not be publicized
> except willingly by them. It is relevant and useful information for the
> rest of us to understand if severance agreements have been packaged with
> non-disparagement clauses that could prevent negative but highly topical
> and timely information from being released. We can probably infer that this
> is the case from the profound silence emanating from most departed
> employees, but it would be nice to know for sure if money and benefits were
> used to insulate Lila or others from the effects of serious mismanagement.
>
>
>
> On Mon, Mar 14, 2016 at 1:01 PM, Risker  wrote:
>
> > Actually, no, you probably can't ask that question either - because the
> > names of the individuals who have departed are pretty much all publicly
> > known. (There's even a timeline in which all their names are mentioned,
> > linked from news articles and other "external" locations.)  In many
> > jurisdictions, it is potentially illegal for employers to disclose such
> > information; many would feel it unethical for an employer to disclose the
> > departure conditions absent a mutual agreement between the employer and
> the
> > departed.  California human resources law would allow for a civil suit
> that
> > could result in a large settlement, either individually or as a group
> > (think high-tech employees lawsuit).  This is an area where
> "transparency"
> > very definitely intersects with the privacy rights of those individuals
> who
> > are directly affected.  Privacy should win.
> >
> > Risker/Anne
> >
> > On 14 March 2016 at 12:50, Nathan  wrote:
> >
> > > It's an easy question to ask in a non-specific way:
> > >
> > > In the last six months, has the WMF approved severance agreements with
> > > departing employees with language that, in effect, prevented them from
> > > publicly criticizing the WMF, its management or the Board on matters of
> > > public interest?
> > > ___
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> > > 
> > >
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Nathan]

We need to distinguish between the personal and private details of
individuals and the policies of the WMF around management of employees. It
should be clear to everyone that employee satisfaction, retention, dispute
management and other issues of personnel management are central to the
controversies of the last few months. It's disingenuous to argue that these
matters must all be off-limits for public discussion simply because they
fall under the umbrella of "HR." Having said that...

The names of the people who have left may be public; whether they accepted
a severance package or not obviously is not and should not be publicized
except willingly by them. It is relevant and useful information for the
rest of us to understand if severance agreements have been packaged with
non-disparagement clauses that could prevent negative but highly topical
and timely information from being released. We can probably infer that this
is the case from the profound silence emanating from most departed
employees, but it would be nice to know for sure if money and benefits were
used to insulate Lila or others from the effects of serious mismanagement.



On Mon, Mar 14, 2016 at 1:01 PM, Risker  wrote:

> Actually, no, you probably can't ask that question either - because the
> names of the individuals who have departed are pretty much all publicly
> known. (There's even a timeline in which all their names are mentioned,
> linked from news articles and other "external" locations.)  In many
> jurisdictions, it is potentially illegal for employers to disclose such
> information; many would feel it unethical for an employer to disclose the
> departure conditions absent a mutual agreement between the employer and the
> departed.  California human resources law would allow for a civil suit that
> could result in a large settlement, either individually or as a group
> (think high-tech employees lawsuit).  This is an area where "transparency"
> very definitely intersects with the privacy rights of those individuals who
> are directly affected.  Privacy should win.
>
> Risker/Anne
>
> On 14 March 2016 at 12:50, Nathan  wrote:
>
> > It's an easy question to ask in a non-specific way:
> >
> > In the last six months, has the WMF approved severance agreements with
> > departing employees with language that, in effect, prevented them from
> > publicly criticizing the WMF, its management or the Board on matters of
> > public interest?
> > ___
> > Wikimedia-l mailing list, guidelines at:
> > https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> > New messages to: Wikimedia-l@lists.wikimedia.org
> > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> > 
> >
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Risker]

Actually, no, you probably can't ask that question either - because the
names of the individuals who have departed are pretty much all publicly
known. (There's even a timeline in which all their names are mentioned,
linked from news articles and other "external" locations.)  In many
jurisdictions, it is potentially illegal for employers to disclose such
information; many would feel it unethical for an employer to disclose the
departure conditions absent a mutual agreement between the employer and the
departed.  California human resources law would allow for a civil suit that
could result in a large settlement, either individually or as a group
(think high-tech employees lawsuit).  This is an area where "transparency"
very definitely intersects with the privacy rights of those individuals who
are directly affected.  Privacy should win.

Risker/Anne

On 14 March 2016 at 12:50, Nathan  wrote:

> It's an easy question to ask in a non-specific way:
>
> In the last six months, has the WMF approved severance agreements with
> departing employees with language that, in effect, prevented them from
> publicly criticizing the WMF, its management or the Board on matters of
> public interest?
> ___
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> 
>
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Nathan]

It's an easy question to ask in a non-specific way:

In the last six months, has the WMF approved severance agreements with
departing employees with language that, in effect, prevented them from
publicly criticizing the WMF, its management or the Board on matters of
public interest?
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Dan Garry]

On 14 March 2016 at 09:40, Risker  wrote:

> I think it is probably best that human resources issues (including the
> reasons for people leaving the organization) are not included in this list,
> unless expressly disclosed by the individuals.
>

And, in particular, wild speculation on said topics. Let's keep our
discussions here grounded in fact, not speculation.

Dan

-- 
Dan Garry
Lead Product Manager, Discovery
Wikimedia Foundation
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Risker]

I think it is probably best that human resources issues (including the
reasons for people leaving the organization) are not included in this list,
unless expressly disclosed by the individuals.

Risker

On 14 March 2016 at 12:14, Pine W  wrote:

> Um. Luis, if you were offered a severance agreement that included a
> financial payment from WMF, that would be... very interesting. And
> potentially very problematic.
>
> Pine
>
> On Mon, Mar 14, 2016 at 7:25 AM, Luis Villa  wrote:
>
> > On Sun, Mar 13, 2016 at 5:44 PM Oliver Keyes 
> wrote:
> >
> > > On Sun, Mar 13, 2016 at 4:14 PM, Luis Villa  wrote:
> > > > On Sun, Mar 13, 2016 at 1:08 PM Antoine Musso 
> > > wrote:
> > > >
> > > >>
> > > >> To the best of my knowledge such agreements are not public, but
> > honestly
> > > >> there is no conspiracy behind that.  There are public clues though:
> > > >>
> > > >>
> > https://meta.wikimedia.org/wiki/Access_to_nonpublic_information_policy
> > > >>  https://wikitech.wikimedia.org/wiki/Wikitech:Labs_Terms_of_use
> > > >>  Others at: https://meta.wikimedia.org/wiki/Legal#Policies
> > > >>
> > > >
> > > > In mid-2013, the legal team put the standard employee NDA clauses,
> and
> > a
> > > > couple others, on-wiki at:
> > > >
> > > >
> > >
> >
> https://meta.wikimedia.org/wiki/Non-disclosure_agreements#Wikimedia_Foundation.27s_non-disclosure_agreements
> > > >
> > > > Luis
> > >
> > > Thanks Luis!
> > >
> > > It looks like the non-disparagement clause has now been removed, which
> > > is nice.
> > >
> >
> > There was not one when I joined three years ago. There is still one in
> the
> > severance agreement I was offered, which is why I didn't sign it - under
> > the circumstances, I didn't feel like I could continue to participate in
> > community processes (strategy, budget, etc.) while signing that clause.
> >
> > Luis
> > ___
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> > 
> >
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Michael Snow]

On 3/14/2016 9:14 AM, Pine W wrote:

Um. Luis, if you were offered a severance agreement that included a
financial payment from WMF, that would be... very interesting. And
potentially very problematic.
Or it could be a relatively routine business practice. For example, in 
many cases an employer is not required to pay out accumulated leave when 
an employee departs, but may well offer to do so in connection with a 
severance agreement. And it would not be surprising for a 
non-disparagement clause to be requested in that context. Other 
possibilities include facilitating the ex-employee's retaining some 
employer-provided benefits (health insurance, retirement accounts, etc.) 
or arranging a transition of those benefits until the person has found a 
new position.


Since I gather Luis didn't sign the agreement, he may be at liberty to 
share whether the offer included a financial element, and if there was 
anything that would warrant concerns aside from the non-disparagement 
clause. At the same time, it is for him a personal matter, I don't think 
he should be pressured to disclose details he considers private. Since I 
trust Luis's judgment without hesitation, I am happy to leave it to his 
discretion what he does and doesn't want to reveal.


--Michael Snow

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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Pine W]

Um. Luis, if you were offered a severance agreement that included a
financial payment from WMF, that would be... very interesting. And
potentially very problematic.

Pine

On Mon, Mar 14, 2016 at 7:25 AM, Luis Villa  wrote:

> On Sun, Mar 13, 2016 at 5:44 PM Oliver Keyes  wrote:
>
> > On Sun, Mar 13, 2016 at 4:14 PM, Luis Villa  wrote:
> > > On Sun, Mar 13, 2016 at 1:08 PM Antoine Musso 
> > wrote:
> > >
> > >>
> > >> To the best of my knowledge such agreements are not public, but
> honestly
> > >> there is no conspiracy behind that.  There are public clues though:
> > >>
> > >>
> https://meta.wikimedia.org/wiki/Access_to_nonpublic_information_policy
> > >>  https://wikitech.wikimedia.org/wiki/Wikitech:Labs_Terms_of_use
> > >>  Others at: https://meta.wikimedia.org/wiki/Legal#Policies
> > >>
> > >
> > > In mid-2013, the legal team put the standard employee NDA clauses, and
> a
> > > couple others, on-wiki at:
> > >
> > >
> >
> https://meta.wikimedia.org/wiki/Non-disclosure_agreements#Wikimedia_Foundation.27s_non-disclosure_agreements
> > >
> > > Luis
> >
> > Thanks Luis!
> >
> > It looks like the non-disparagement clause has now been removed, which
> > is nice.
> >
>
> There was not one when I joined three years ago. There is still one in the
> severance agreement I was offered, which is why I didn't sign it - under
> the circumstances, I didn't feel like I could continue to participate in
> community processes (strategy, budget, etc.) while signing that clause.
>
> Luis
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Luis Villa]

On Sun, Mar 13, 2016 at 5:44 PM Oliver Keyes  wrote:

> On Sun, Mar 13, 2016 at 4:14 PM, Luis Villa  wrote:
> > On Sun, Mar 13, 2016 at 1:08 PM Antoine Musso 
> wrote:
> >
> >>
> >> To the best of my knowledge such agreements are not public, but honestly
> >> there is no conspiracy behind that.  There are public clues though:
> >>
> >>  https://meta.wikimedia.org/wiki/Access_to_nonpublic_information_policy
> >>  https://wikitech.wikimedia.org/wiki/Wikitech:Labs_Terms_of_use
> >>  Others at: https://meta.wikimedia.org/wiki/Legal#Policies
> >>
> >
> > In mid-2013, the legal team put the standard employee NDA clauses, and a
> > couple others, on-wiki at:
> >
> >
> https://meta.wikimedia.org/wiki/Non-disclosure_agreements#Wikimedia_Foundation.27s_non-disclosure_agreements
> >
> > Luis
>
> Thanks Luis!
>
> It looks like the non-disparagement clause has now been removed, which
> is nice.
>

There was not one when I joined three years ago. There is still one in the
severance agreement I was offered, which is why I didn't sign it - under
the circumstances, I didn't feel like I could continue to participate in
community processes (strategy, budget, etc.) while signing that clause.

Luis
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Edward Galvez]

Hi Andreas,

Thanks for your email. A few wmf staff have worked on a page on meta to invite 
anyone to post their thoughts about transparency at 
https://meta.m.wikimedia.org/wiki/Transparency/Practices. Would you be able to 
post your idea there? I'd be happy to post it there for you if you have not yet 
done so / dont have time.

Based on what you say about being "no nearer to transparency", it would be 
great to know what "transparency" means to you and how transparency (or lack of 
transparency) affects you or your wikimedia work. There is no silver bullet to 
fixing transparency for everyone all the time, so I think its important to get 
on the same page first about the problem. I hope you find this page useful.

Thanks so much,
Edward



> On Mar 12, 2016, at 6:09 PM, Andreas Kolbe  wrote:
> 
> On March 1, Jimmy Wales wrote:[1]
> 
> things like standard boilerplate language to be signed by
>> all employees doesn't strike me as something in and of itself to be kept
>> private - there is a valid interest in showing that our policies are
>> fair and humane for employees, responsible in terms of the privacy of
>> personal information, etc.
> 
> Nothing appears to have happened since then – we seem to be no nearer to
> transparency about the non-disclosure agreements and non-disparagement
> clauses WMF staff have to sign than we were two weeks ago, when discussion
> around this topic kicked off in another thread.[2]
> 
> This seems to be a recurring (and daunting) pattern. People call for
> transparency about a particular issue. Eventually, someone in a leadership
> position responds that yes, demands for transparency about this issue are
> quite reasonable, and in fact more transparency would be absolutely
> desirable.
> 
> At this point, people relax, feeling they have been heard. The clamouring
> crowd disperses. But in fact, nothing happens, and the same questions arise
> again some weeks, months, years down the line.
> 
> Maggie, is this something your department could take on? It would be good
> to have one identified person at the Foundation who is responsible for
> tracking such queries and reporting back to the community, one way or the
> other.
> 
> Andreas
> 
> [1] https://lists.wikimedia.org/pipermail/wikimedia-l/2016-March/082852.html
> [2] http://www.gossamer-threads.com/lists/wiki/foundation/685183#685183
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Neil P. Quinn]

As another data point, I joined the WMF last April and there was no
non-disparagement clause in my employment agreement. I suspect that at some
point someone realized it wasn't much good and dropped it from the standard
agreement, but older employees like Oliver were never given an updated
agreement to sign. I definitely think that should be fixed, but I'm sure
you can imagine it's not HR's top priority right now.

*Neil P. Quinn*
+1 (202) 656 3457

On Sun, Mar 13, 2016 at 1:14 PM, Alex Monk  wrote:

> On 13 March 2016 at 20:07, Antoine Musso  wrote:
>
> > Volunteers (ie neither staff or contractors) might have to sign a NDA
> > whenever they get privileged access. The process is on:
> > https://wikitech.wikimedia.org/wiki/Volunteer_NDA
> >
> > What I suspect is granting public read access to the NDA would also
> > disclose the list of signer and that might be a problem for people using
> > a pseudonym.  But do not quote me on that.
> >
> As a member of the #WMF-NDA-Requests project in Phabricator I can view L2,
> but I can't see the signatures. The list of people who can is hidden in a
> Phabricator custom policy. There is a task upstream about making it
> possible to read custom policies.
>
> On 13 March 2016 at 20:07, Antoine Musso  wrote:
>
> >  For access to the servers, there is another document. It is a mix of
> > technical recommendations and again a remember about sensitive data. An
> > example would be:  https://www.debian.org/devel/dmup
> >
> I believe this one is accessible to anyone logged in:
> https://phabricator.wikimedia.org/L3
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Keegan Peterzell]

On Sun, Mar 13, 2016 at 3:14 PM, Luis Villa  wrote:

>
> In mid-2013, the legal team put the standard employee NDA clauses, and a
> couple others, on-wiki at:
>
>
> https://meta.wikimedia.org/wiki/Non-disclosure_agreements#Wikimedia_Foundation.27s_non-disclosure_agreements
>
> Luis


​Thanks, Luis.

Direct link:
https://wikimediafoundation.org/wiki/File:WMF_Employment_Agreement_Confidentiality_Clauses-2013.pdf
​


-- 
~Keegan

https://en.wikipedia.org/wiki/User:Keegan

This is my personal email address. Everything sent from this email address
is in a personal capacity.
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Alex Monk]

On 13 March 2016 at 20:07, Antoine Musso  wrote:

> Volunteers (ie neither staff or contractors) might have to sign a NDA
> whenever they get privileged access. The process is on:
> https://wikitech.wikimedia.org/wiki/Volunteer_NDA
>
> What I suspect is granting public read access to the NDA would also
> disclose the list of signer and that might be a problem for people using
> a pseudonym.  But do not quote me on that.
>
As a member of the #WMF-NDA-Requests project in Phabricator I can view L2,
but I can't see the signatures. The list of people who can is hidden in a
Phabricator custom policy. There is a task upstream about making it
possible to read custom policies.

On 13 March 2016 at 20:07, Antoine Musso  wrote:

>  For access to the servers, there is another document. It is a mix of
> technical recommendations and again a remember about sensitive data. An
> example would be:  https://www.debian.org/devel/dmup
>
I believe this one is accessible to anyone logged in:
https://phabricator.wikimedia.org/L3
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Luis Villa]

On Sun, Mar 13, 2016 at 1:08 PM Antoine Musso  wrote:

>
> To the best of my knowledge such agreements are not public, but honestly
> there is no conspiracy behind that.  There are public clues though:
>
>  https://meta.wikimedia.org/wiki/Access_to_nonpublic_information_policy
>  https://wikitech.wikimedia.org/wiki/Wikitech:Labs_Terms_of_use
>  Others at: https://meta.wikimedia.org/wiki/Legal#Policies
>

In mid-2013, the legal team put the standard employee NDA clauses, and a
couple others, on-wiki at:

https://meta.wikimedia.org/wiki/Non-disclosure_agreements#Wikimedia_Foundation.27s_non-disclosure_agreements

Luis
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Antoine Musso]

Le 13/03/2016 03:09, Andreas Kolbe a écrit :
> things like standard boilerplate language to be signed by
>> > all employees doesn't strike me as something in and of itself to be kept
>> > private - there is a valid interest in showing that our policies are
>> > fair and humane for employees, responsible in terms of the privacy of
>> > personal information, etc.
>> >
> Nothing appears to have happened since then – we seem to be no nearer to
> transparency about the non-disclosure agreements and non-disparagement
> clauses WMF staff have to sign than we were two weeks ago, when discussion
> around this topic kicked off in another thread.[2]
> 
> This seems to be a recurring (and daunting) pattern. People call for
> transparency about a particular issue. Eventually, someone in a leadership
> position responds that yes, demands for transparency about this issue are
> quite reasonable, and in fact more transparency would be absolutely
> desirable.
> 
> At this point, people relax, feeling they have been heard. The clamouring
> crowd disperses. But in fact, nothing happens, and the same questions arise
> again some weeks, months, years down the line.
> 
> Maggie, is this something your department could take on? It would be good
> to have one identified person at the Foundation who is responsible for
> tracking such queries and reporting back to the community, one way or the
> other.
> 
> Andreas
> 
> [1] https://lists.wikimedia.org/pipermail/wikimedia-l/2016-March/082852.html
> [2] http://www.gossamer-threads.com/lists/wiki/foundation/685183#685183

Hello Andreas,

I am a contractor to the WMF and have signed a wild range of legal
documents.  Both to protect my company, myself, the Wikimedia Foundation
Organization and the end-users.

Among such documents, there is the Non Disclosure Agreement which is
pretty much standard whenever an organization deal with any kind of
sensitive informations.  Wikimedia Foundation handles emails, passwords,
email address, IP address and most probably payment information for the
fundraising and shop.


To the best of my knowledge such agreements are not public, but honestly
there is no conspiracy behind that.  There are public clues though:

 https://meta.wikimedia.org/wiki/Access_to_nonpublic_information_policy
 https://wikitech.wikimedia.org/wiki/Wikitech:Labs_Terms_of_use
 Others at: https://meta.wikimedia.org/wiki/Legal#Policies


Volunteers (ie neither staff or contractors) might have to sign a NDA
whenever they get privileged access. The process is on:
https://wikitech.wikimedia.org/wiki/Volunteer_NDA

What I suspect is granting public read access to the NDA would also
disclose the list of signer and that might be a problem for people using
a pseudonym.  But do not quote me on that.


For access to the servers, there is another document. It is a mix of
technical recommendations and again a remember about sensitive data. An
example would be:  https://www.debian.org/devel/dmup

The short version is: do not mess with the infrastructure or extract
sensitive informations.  You will be prosecuted.


As for why you haven't had anyone reply back, a few hints:

* ED has changed
* folks are busy
* not everyone monitor wikimedia-l

So I would assume good faith: probably nobody noticed the request hidden
somewhere in a thread.

Since NDA is a legal document, I would highly recommend you to reach out
directly to their Legal team:

https://meta.wikimedia.org/wiki/Legal , apparently the answers@ email
would be a good entry point.


(I have read/signed the documents there is nothing any important for the
end users to see beside what is already publicly available. They can
probably be made public.  In effect there is no conspiracy.)

Hope it helps.

-- 
Antoine "hashar" Musso


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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[jytdog]

Hm.. in my experience, legal departments focus above all on managing risk
on behalf of their clients and using the legal system to the maximal
benefit of the organization of which they are a part.  In my view, putting
Transparency in Legal is a recipe for minimal disclosure, not maximal.  The
Transparency officer should be C level and advocate for maximal
disclosure.  I reckon they would often be opposed by Legal.

On Sat, Mar 12, 2016 at 10:07 PM, Risker  wrote:

> On 12 March 2016 at 22:02, SarahSV  wrote:
>
> > On Sat, Mar 12, 2016 at 7:09 PM, Andreas Kolbe 
> wrote:
> >
> > >
> > > This seems to be a recurring (and daunting) pattern. People call for
> > > transparency about a particular issue. Eventually, someone in a
> > leadership
> > > position responds that yes, demands for transparency about this issue
> are
> > > quite reasonable, and in fact more transparency would be absolutely
> > > desirable.
> > >
> > > At this point, people relax, feeling they have been heard. The
> clamouring
> > > crowd disperses. But in fact, nothing happens, and the same questions
> > arise
> > > again some weeks, months, years down the line.
> > >
> > > ​It would be wonderful if we had a dedicated transparency officer
> within
> > the community engagement department. Perhaps we could open a page on meta
> > listing transparency requests.
> >
> >
>
> Why would this be within the community engagement department?  I'm not
> saying you're wrong, but I'm not actually seeing any logical explanation
> for it being a CE issue.  It seems more a legal issue (in respect of
> board/executive transparency) or human resources issue (in respect of
> NDAs).  It's pretty obvious from what has bubbled to the surface over the
> last few months that transparency was NOT just an issue from the community
> perspective.  Perhaps a transparency officer in Legal might make sense.
>
> Risker/Anne
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Pete Forsyth]

Guys...gals...some perspective?

The important thing (as Andreas initially said) is that informal
commitments from Trustees, to seek transparency in specific areas, not
continue to get lost.

The questions about what department it belongs in, the speed at which they
get addressed, etc. are all very much secondary to that general point. If
and when somebody from the organization acknowledges the general point, all
those tactical questions go away, because that person will presumably find
the most sensible way to address them.

I don't think it makes sense to use this email list to evaluate the proper
department for a specific task. A suggestion here and there, sure. But
fully evaluating it and coming to a strong conclusion...that's a job for
the organization, not for whatever volunteers happen to be following the
list at any given moment.

-Pete
[[User:Peteforsyth]]


On Sat, Mar 12, 2016 at 7:26 PM, Risker  wrote:

> Ummwhat the NDA says is very much a part of employment standards.  The
> NDA is an employer-employee agreement.  It is not subject to the wishes of
> the Wikimedia community, except in a very indirect way.  NDAs are used to
> control people's behaviours - if they're employees, they get disciplined up
> to and including termination should they violate them.  In the case of
> volunteers (and yes, there are many volunteers who sign NDAs for various
> types of access, myself included), their privileged access can be removed
> and potentially they could face legal ramifications for disclosure
> depending on the nature of the disclosure.
>
> There have been transparency problems, no question about it.  But they had
> nothing to do with NDAs.  Let's leave NDAs out of it at this point.
> They're absolutely not within Community Engagement's purview.
>
> Risker/Anne
>
> On 12 March 2016 at 22:11, Andreas Kolbe  wrote:
>
> > Anne,
> >
> > This is not a question of employment standards – it's not about what
> these
> > NDAs etc. should or shouldn't say. We are talking about publication of
> > existing boilerplate agreements that are in routine use.
> >
> > It's a question of transparency. When volunteers talk to staff, it's
> useful
> > for them to have an accurate understanding of what staff can and can't
> talk
> > about, in particular as some staff members have raised this as an issue.
> >
> > If preparing this for publication takes a month or two, because there are
> > more pressing things to do right now, I have no problem with that. What
> > isn't good is if the community is told in response to queries, "Yes,
> > publishing the NDAs etc. is a reasonable idea", and those words just fade
> > into the mist because the task has never been actioned and delegated.
> > Perhaps we can agree on that.
> >
> > As Sarah says, a dedicated transparency officer within the community
> > engagement department would be a great idea, because this is a
> > community-facing issue. I'd be interested in hearing Maggie's views on
> > that.
> >
> > Andreas
> >
> > On Sun, Mar 13, 2016 at 2:25 AM, Risker  wrote:
> >
> > > Really, Andreas?  You're complaining that the resigning ED didn't do
> this
> > > and the one appointed less than 36 hours ago hasn't got around to it?
> > >
> > > This is not Maggie's responsibility - she is not responsible for
> > employment
> > > standards or expectations.  That would be the VP Human Resources...who
> > has
> > > just resigned, too, and has yet to be replaced.
> > >
> > > Risker/Anne
> > >
> > > On 12 March 2016 at 21:09, Andreas Kolbe  wrote:
> > >
> > > > On March 1, Jimmy Wales wrote:[1]
> > > >
> > > > things like standard boilerplate language to be signed by
> > > > > all employees doesn't strike me as something in and of itself to be
> > > kept
> > > > > private - there is a valid interest in showing that our policies
> are
> > > > > fair and humane for employees, responsible in terms of the privacy
> of
> > > > > personal information, etc.
> > > > >
> > > >
> > > > Nothing appears to have happened since then – we seem to be no nearer
> > to
> > > > transparency about the non-disclosure agreements and
> non-disparagement
> > > > clauses WMF staff have to sign than we were two weeks ago, when
> > > discussion
> > > > around this topic kicked off in another thread.[2]
> > > >
> > > > This seems to be a recurring (and daunting) pattern. People call for
> > > > transparency about a particular issue. Eventually, someone in a
> > > leadership
> > > > position responds that yes, demands for transparency about this issue
> > are
> > > > quite reasonable, and in fact more transparency would be absolutely
> > > > desirable.
> > > >
> > > > At this point, people relax, feeling they have been heard. The
> > clamouring
> > > > crowd disperses. But in fact, nothing happens, and the same questions
> > > arise
> > > > again some weeks, months, years down the line.
> > > >
> > > > Maggie, is this something your 

Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Risker]

"Requests for transparency" is highly inaccurate; what you are requesting
is information.  The two are not synonymous.  I have moved the page to the
more correct name.

https://meta.wikimedia.org/wiki/Requests_for_information



On 12 March 2016 at 22:18, SarahSV  wrote:

> On Sat, Mar 12, 2016 at 8:11 PM, Andreas Kolbe  wrote:
>
> > As Sarah says, a dedicated transparency officer within the community
> > engagement department would be a great idea, because this is a
> > community-facing issue. I'd be interested in hearing Maggie's views on
> > that.
> >
> ​
> I've started a page where we can post requests and keep track of replies.
> https://meta.wikimedia.org/wiki/Requests_for_transparency
>
> Sarah
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Risker]

Ummwhat the NDA says is very much a part of employment standards.  The
NDA is an employer-employee agreement.  It is not subject to the wishes of
the Wikimedia community, except in a very indirect way.  NDAs are used to
control people's behaviours - if they're employees, they get disciplined up
to and including termination should they violate them.  In the case of
volunteers (and yes, there are many volunteers who sign NDAs for various
types of access, myself included), their privileged access can be removed
and potentially they could face legal ramifications for disclosure
depending on the nature of the disclosure.

There have been transparency problems, no question about it.  But they had
nothing to do with NDAs.  Let's leave NDAs out of it at this point.
They're absolutely not within Community Engagement's purview.

Risker/Anne

On 12 March 2016 at 22:11, Andreas Kolbe  wrote:

> Anne,
>
> This is not a question of employment standards – it's not about what these
> NDAs etc. should or shouldn't say. We are talking about publication of
> existing boilerplate agreements that are in routine use.
>
> It's a question of transparency. When volunteers talk to staff, it's useful
> for them to have an accurate understanding of what staff can and can't talk
> about, in particular as some staff members have raised this as an issue.
>
> If preparing this for publication takes a month or two, because there are
> more pressing things to do right now, I have no problem with that. What
> isn't good is if the community is told in response to queries, "Yes,
> publishing the NDAs etc. is a reasonable idea", and those words just fade
> into the mist because the task has never been actioned and delegated.
> Perhaps we can agree on that.
>
> As Sarah says, a dedicated transparency officer within the community
> engagement department would be a great idea, because this is a
> community-facing issue. I'd be interested in hearing Maggie's views on
> that.
>
> Andreas
>
> On Sun, Mar 13, 2016 at 2:25 AM, Risker  wrote:
>
> > Really, Andreas?  You're complaining that the resigning ED didn't do this
> > and the one appointed less than 36 hours ago hasn't got around to it?
> >
> > This is not Maggie's responsibility - she is not responsible for
> employment
> > standards or expectations.  That would be the VP Human Resources...who
> has
> > just resigned, too, and has yet to be replaced.
> >
> > Risker/Anne
> >
> > On 12 March 2016 at 21:09, Andreas Kolbe  wrote:
> >
> > > On March 1, Jimmy Wales wrote:[1]
> > >
> > > things like standard boilerplate language to be signed by
> > > > all employees doesn't strike me as something in and of itself to be
> > kept
> > > > private - there is a valid interest in showing that our policies are
> > > > fair and humane for employees, responsible in terms of the privacy of
> > > > personal information, etc.
> > > >
> > >
> > > Nothing appears to have happened since then – we seem to be no nearer
> to
> > > transparency about the non-disclosure agreements and non-disparagement
> > > clauses WMF staff have to sign than we were two weeks ago, when
> > discussion
> > > around this topic kicked off in another thread.[2]
> > >
> > > This seems to be a recurring (and daunting) pattern. People call for
> > > transparency about a particular issue. Eventually, someone in a
> > leadership
> > > position responds that yes, demands for transparency about this issue
> are
> > > quite reasonable, and in fact more transparency would be absolutely
> > > desirable.
> > >
> > > At this point, people relax, feeling they have been heard. The
> clamouring
> > > crowd disperses. But in fact, nothing happens, and the same questions
> > arise
> > > again some weeks, months, years down the line.
> > >
> > > Maggie, is this something your department could take on? It would be
> good
> > > to have one identified person at the Foundation who is responsible for
> > > tracking such queries and reporting back to the community, one way or
> the
> > > other.
> > >
> > > Andreas
> > >
> > > [1]
> > >
> https://lists.wikimedia.org/pipermail/wikimedia-l/2016-March/082852.html
> > > [2]
> http://www.gossamer-threads.com/lists/wiki/foundation/685183#685183
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[SarahSV]

On Sat, Mar 12, 2016 at 8:11 PM, Andreas Kolbe  wrote:

> As Sarah says, a dedicated transparency officer within the community
> engagement department would be a great idea, because this is a
> community-facing issue. I'd be interested in hearing Maggie's views on
> that.
>
​
I've started a page where we can post requests and keep track of replies.
https://meta.wikimedia.org/wiki/Requests_for_transparency

Sarah
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Andreas Kolbe]

Anne,

This is not a question of employment standards – it's not about what these
NDAs etc. should or shouldn't say. We are talking about publication of
existing boilerplate agreements that are in routine use.

It's a question of transparency. When volunteers talk to staff, it's useful
for them to have an accurate understanding of what staff can and can't talk
about, in particular as some staff members have raised this as an issue.

If preparing this for publication takes a month or two, because there are
more pressing things to do right now, I have no problem with that. What
isn't good is if the community is told in response to queries, "Yes,
publishing the NDAs etc. is a reasonable idea", and those words just fade
into the mist because the task has never been actioned and delegated.
Perhaps we can agree on that.

As Sarah says, a dedicated transparency officer within the community
engagement department would be a great idea, because this is a
community-facing issue. I'd be interested in hearing Maggie's views on that.

Andreas

On Sun, Mar 13, 2016 at 2:25 AM, Risker  wrote:

> Really, Andreas?  You're complaining that the resigning ED didn't do this
> and the one appointed less than 36 hours ago hasn't got around to it?
>
> This is not Maggie's responsibility - she is not responsible for employment
> standards or expectations.  That would be the VP Human Resources...who has
> just resigned, too, and has yet to be replaced.
>
> Risker/Anne
>
> On 12 March 2016 at 21:09, Andreas Kolbe  wrote:
>
> > On March 1, Jimmy Wales wrote:[1]
> >
> > things like standard boilerplate language to be signed by
> > > all employees doesn't strike me as something in and of itself to be
> kept
> > > private - there is a valid interest in showing that our policies are
> > > fair and humane for employees, responsible in terms of the privacy of
> > > personal information, etc.
> > >
> >
> > Nothing appears to have happened since then – we seem to be no nearer to
> > transparency about the non-disclosure agreements and non-disparagement
> > clauses WMF staff have to sign than we were two weeks ago, when
> discussion
> > around this topic kicked off in another thread.[2]
> >
> > This seems to be a recurring (and daunting) pattern. People call for
> > transparency about a particular issue. Eventually, someone in a
> leadership
> > position responds that yes, demands for transparency about this issue are
> > quite reasonable, and in fact more transparency would be absolutely
> > desirable.
> >
> > At this point, people relax, feeling they have been heard. The clamouring
> > crowd disperses. But in fact, nothing happens, and the same questions
> arise
> > again some weeks, months, years down the line.
> >
> > Maggie, is this something your department could take on? It would be good
> > to have one identified person at the Foundation who is responsible for
> > tracking such queries and reporting back to the community, one way or the
> > other.
> >
> > Andreas
> >
> > [1]
> > https://lists.wikimedia.org/pipermail/wikimedia-l/2016-March/082852.html
> > [2] http://www.gossamer-threads.com/lists/wiki/foundation/685183#685183
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Risker]

On 12 March 2016 at 22:02, SarahSV  wrote:

> On Sat, Mar 12, 2016 at 7:09 PM, Andreas Kolbe  wrote:
>
> >
> > This seems to be a recurring (and daunting) pattern. People call for
> > transparency about a particular issue. Eventually, someone in a
> leadership
> > position responds that yes, demands for transparency about this issue are
> > quite reasonable, and in fact more transparency would be absolutely
> > desirable.
> >
> > At this point, people relax, feeling they have been heard. The clamouring
> > crowd disperses. But in fact, nothing happens, and the same questions
> arise
> > again some weeks, months, years down the line.
> >
> > ​It would be wonderful if we had a dedicated transparency officer within
> the community engagement department. Perhaps we could open a page on meta
> listing transparency requests.
>
>

Why would this be within the community engagement department?  I'm not
saying you're wrong, but I'm not actually seeing any logical explanation
for it being a CE issue.  It seems more a legal issue (in respect of
board/executive transparency) or human resources issue (in respect of
NDAs).  It's pretty obvious from what has bubbled to the surface over the
last few months that transparency was NOT just an issue from the community
perspective.  Perhaps a transparency officer in Legal might make sense.

Risker/Anne
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[SarahSV]

On Sat, Mar 12, 2016 at 7:09 PM, Andreas Kolbe  wrote:

>
> This seems to be a recurring (and daunting) pattern. People call for
> transparency about a particular issue. Eventually, someone in a leadership
> position responds that yes, demands for transparency about this issue are
> quite reasonable, and in fact more transparency would be absolutely
> desirable.
>
> At this point, people relax, feeling they have been heard. The clamouring
> crowd disperses. But in fact, nothing happens, and the same questions arise
> again some weeks, months, years down the line.
>
> ​It would be wonderful if we had a dedicated transparency officer within
the community engagement department. Perhaps we could open a page on meta
listing transparency requests.

Sarah​
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Re: [Wikimedia-l] WMF non-disclosure agreements and non-disparagement clauses

[Risker]

Really, Andreas?  You're complaining that the resigning ED didn't do this
and the one appointed less than 36 hours ago hasn't got around to it?

This is not Maggie's responsibility - she is not responsible for employment
standards or expectations.  That would be the VP Human Resources...who has
just resigned, too, and has yet to be replaced.

Risker/Anne

On 12 March 2016 at 21:09, Andreas Kolbe  wrote:

> On March 1, Jimmy Wales wrote:[1]
>
> things like standard boilerplate language to be signed by
> > all employees doesn't strike me as something in and of itself to be kept
> > private - there is a valid interest in showing that our policies are
> > fair and humane for employees, responsible in terms of the privacy of
> > personal information, etc.
> >
>
> Nothing appears to have happened since then – we seem to be no nearer to
> transparency about the non-disclosure agreements and non-disparagement
> clauses WMF staff have to sign than we were two weeks ago, when discussion
> around this topic kicked off in another thread.[2]
>
> This seems to be a recurring (and daunting) pattern. People call for
> transparency about a particular issue. Eventually, someone in a leadership
> position responds that yes, demands for transparency about this issue are
> quite reasonable, and in fact more transparency would be absolutely
> desirable.
>
> At this point, people relax, feeling they have been heard. The clamouring
> crowd disperses. But in fact, nothing happens, and the same questions arise
> again some weeks, months, years down the line.
>
> Maggie, is this something your department could take on? It would be good
> to have one identified person at the Foundation who is responsible for
> tracking such queries and reporting back to the community, one way or the
> other.
>
> Andreas
>
> [1]
> https://lists.wikimedia.org/pipermail/wikimedia-l/2016-March/082852.html
> [2] http://www.gossamer-threads.com/lists/wiki/foundation/685183#685183
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