WMF non-disclosure agreements and non-disparagement clauses

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Andreas Kolbe

13 Mar 2016 13 Mar '16

3:09 a.m.

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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Risker

13 Mar 13 Mar

3:25 a.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

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 <jayen466(a)gmail.com> wrote:

...

On March 1, Jimmy Wales wrote:[1] things like standard boilerplate language to be signed by

Andreas Kolbe

4:11 a.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

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 <risker.wp(a)gmail.com> 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.

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 _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l(a)lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>

_______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l(a)lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>

SarahSV

4:18 a.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

On Sat, Mar 12, 2016 at 8:11 PM, Andreas Kolbe <jayen466(a)gmail.com> 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

Risker

4:56 a.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

"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 <sarahsv.wiki(a)gmail.com> wrote:

...

On Sat, Mar 12, 2016 at 8:11 PM, Andreas Kolbe <jayen466(a)gmail.com> wrote:

I've started a page where we can post requests and keep track of replies. https://meta.wikimedia.org/wiki/Requests_for_transparency Sarah _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l(a)lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>

Risker

4:26 a.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

Umm....what 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 <jayen466(a)gmail.com> wrote:

...

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 <jayen466(a)gmail.com> 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

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

Pete Forsyth

5:05 a.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

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 <risker.wp(a)gmail.com> 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 <risker.wp(a)gmail.com> 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 <jayen466(a)gmail.com> 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

> > 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 > > _______________________________________________ > > Wikimedia-l mailing list, guidelines at: > > https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines > > New messages to: Wikimedia-l(a)lists.wikimedia.org > > Unsubscribe:

https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,

<mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>

SarahSV

4:02 a.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

On Sat, Mar 12, 2016 at 7:09 PM, Andreas Kolbe <jayen466(a)gmail.com> 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

Risker

4:07 a.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

On 12 March 2016 at 22:02, SarahSV <sarahsv.wiki(a)gmail.com> wrote:

...

On Sat, Mar 12, 2016 at 7:09 PM, Andreas Kolbe <jayen466(a)gmail.com> wrote:

This seems to be a recurring (and daunting) pattern. People call for transparency about a particular issue. Eventually, someone in a

leadership

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.

jytdog

7:17 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

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 <risker.wp(a)gmail.com> wrote:

...

On 12 March 2016 at 22:02, SarahSV <sarahsv.wiki(a)gmail.com> wrote:

On Sat, Mar 12, 2016 at 7:09 PM, Andreas Kolbe <jayen466(a)gmail.com>

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 _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l(a)lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>

Antoine Musso

9:07 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

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. >

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

Luis Villa

9:14 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

On Sun, Mar 13, 2016 at 1:08 PM Antoine Musso <hashar+wmf(a)free.fr> 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_Foundat… Luis

Keegan Peterzell

10:11 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

On Sun, Mar 13, 2016 at 3:14 PM, Luis Villa <luis(a)lu.is> 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_Foundat… Luis

Thanks, Luis. Direct link: https://wikimediafoundation.org/wiki/File:WMF_Employment_Agreement_Confiden… -- ~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.

Oliver Keyes

14 Mar 14 Mar

1:43 a.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

On Sun, Mar 13, 2016 at 4:14 PM, Luis Villa <luis(a)lu.is> wrote:

...

On Sun, Mar 13, 2016 at 1:08 PM Antoine Musso <hashar+wmf(a)free.fr> 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_Foundat… Luis

Thanks Luis! It looks like the non-disparagement clause has now been removed, which is nice. I'm not sure how new NDAs change the status of people who signed old versions, of course.

...

Luis Villa

3:25 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

On Sun, Mar 13, 2016 at 5:44 PM Oliver Keyes <ironholds(a)gmail.com> wrote:

...

On Sun, Mar 13, 2016 at 4:14 PM, Luis Villa <luis(a)lu.is> wrote:

On Sun, Mar 13, 2016 at 1:08 PM Antoine Musso <hashar+wmf(a)free.fr>

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_Foundat…

Luis

Thanks Luis! It looks like the non-disparagement clause has now been removed, which is nice.

Pine W

5:14 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

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 <luis(a)lu.is> wrote:

...

On Sun, Mar 13, 2016 at 5:44 PM Oliver Keyes <ironholds(a)gmail.com> wrote:

On Sun, Mar 13, 2016 at 4:14 PM, Luis Villa <luis(a)lu.is> wrote:

On Sun, Mar 13, 2016 at 1:08 PM Antoine Musso <hashar+wmf(a)free.fr>

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

couple others, on-wiki at:

https://meta.wikimedia.org/wiki/Non-disclosure_agreements#Wikimedia_Foundat…

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 _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l(a)lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>

Michael Snow

5:34 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

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

Risker

5:40 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

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 <wiki.pine(a)gmail.com> wrote:

...

On Sun, Mar 13, 2016 at 5:44 PM Oliver Keyes <ironholds(a)gmail.com>

wrote:

On Sun, Mar 13, 2016 at 4:14 PM, Luis Villa <luis(a)lu.is> wrote:

On Sun, Mar 13, 2016 at 1:08 PM Antoine Musso <hashar+wmf(a)free.fr>

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

couple others, on-wiki at:

https://meta.wikimedia.org/wiki/Non-disclosure_agreements#Wikimedia_Foundat…

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 _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l(a)lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>

Dan Garry

5:47 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

On 14 March 2016 at 09:40, Risker <risker.wp(a)gmail.com> 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

Nathan

5:50 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

Risker

6:01 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

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 <nawrich(a)gmail.com> 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(a)lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>

Nathan

6:37 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

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 <risker.wp(a)gmail.com> wrote:

...

Risker

7 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

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 <nawrich(a)gmail.com> wrote:

...

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 <nawrich(a)gmail.com> wrote:

Pine W

7:27 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

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

Pine W

8:05 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

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 <wiki.pine(a)gmail.com> wrote:

...

Pete Forsyth

7:28 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

On Mon, Mar 14, 2016 at 11:00 AM, Risker <risker.wp(a)gmail.com> wrote:

...

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]]

Risker

7:35 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

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 <peteforsyth(a)gmail.com> wrote:

...

On Mon, Mar 14, 2016 at 11:00 AM, Risker <risker.wp(a)gmail.com> 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]] _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l(a)lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>

Edward Galvez

7:55 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

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 <risker.wp(a)gmail.com> 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 <peteforsyth(a)gmail.com> wrote:

On Mon, Mar 14, 2016 at 11:00 AM, Risker <risker.wp(a)gmail.com> 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]] _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l(a)lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>

-- Edward Galvez Survey Specialist Learning & Evaluation Wikimedia Foundation

Andreas Kolbe

9:59 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

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 <luis(a)lu.is> wrote:

...

On Sun, Mar 13, 2016 at 5:44 PM Oliver Keyes <ironholds(a)gmail.com> wrote:

On Sun, Mar 13, 2016 at 4:14 PM, Luis Villa <luis(a)lu.is> wrote:

On Sun, Mar 13, 2016 at 1:08 PM Antoine Musso <hashar+wmf(a)free.fr>

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

couple others, on-wiki at:

https://meta.wikimedia.org/wiki/Non-disclosure_agreements#Wikimedia_Foundat…

Luis

Thanks Luis! It looks like the non-disparagement clause has now been removed, which is nice.

Alex Monk

13 Mar 13 Mar

9:14 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

On 13 March 2016 at 20:07, Antoine Musso <hashar+wmf(a)free.fr> 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 <hashar+wmf(a)free.fr> 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

Neil P. Quinn

9:58 p.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

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 <krenair(a)gmail.com> wrote:

...

On 13 March 2016 at 20:07, Antoine Musso <hashar+wmf(a)free.fr> 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 _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l(a)lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>

Edward Galvez

14 Mar 14 Mar

8:44 a.m.

New subject: WMF non-disclosure agreements and non-disparagement clauses

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 <jayen466(a)gmail.com> wrote: On March 1, Jimmy Wales wrote:[1] things like standard boilerplate language to be signed by

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participants (16)

Alex Monk
Andreas Kolbe
Antoine Musso
Dan Garry
Edward Galvez
jytdog
Keegan Peterzell
Luis Villa
Michael Snow
Nathan
Neil P. Quinn
Oliver Keyes
Pete Forsyth
Pine W
Risker
SarahSV