Well. Thats unfortunate! Am I seeing problems in the part that you didn't write that don't exist? Can you comment on what I pointed out? Perhaps I should modify my suggestion: rewrite the parts you didn't write, and then ask a different set of experts with specific expertise in corporate governance (and/or employment law, because I imagine conflict of interests and non-disclosure agreements are within their experience even if the parties don't have an "employer-employee" relationship).

Nathan

On 5/18/08, Mike Godwin mgodwin@wikimedia.org wrote:

Nathan writes:

...

I'm not a lawyer, but these seem to be somewhat significant drafting problems. I've signed a few such agreements in the past, and all have had more sophisticated and clear wording and terms. Without intending any insult to Mike, whose work in other areas I admire and respect, I suggest that documents you wish all Board members to sign be reviewed (and drafted, if possible) by an attorney with specific expertise and background in employment law.

I appreciate Nathan's comments, but should note here that the part of the agreement he likes best was drafted primarily by me, and that the parts he likes least were drafted primarily by attorneys with specific expertise in corporate governance. (Employment law isn't exactly germane, since the agreement applies to Board members rather than to employees.)

--Mike

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