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Proposed contract between sim owners

Key MacMoragh
grrr....
Join date: 16 Sep 2008
Posts: 659
11-14-2008 13:01
I hope I won't be sorry for posting this... but here goes.

I was *almost* involved in buying a sim with some friends, and I drew up this document as a draft. The idea came apart before we actually discussed the document, but I wanted to get some feedback on it, in case I ever need to use it again.

The idea was to agree on a few mechanical, administrative things ahead of time, rather than hash them out later.

Anything relating to theme/content/philosophy/goals of the sim, division of prims, etc. was to be relegated to another document. The topic of Who Does What was also to be kept separate.

Please keep in mind that I am NOT a lawyer, and that if you use this document you do so without any promises or guarantees or assertion on my part of the fitness of this agreement for any purpose whatsoever.

So... any feedback? Is this useful? Is there any standard document like this, already in use?

From: someone

1. DEFINITIONS. In this document, "Owners" refers to the real-life entities represented by [ INSERT SL NAMES ]. "The Sim" refers to that part of Second Life identified as follows:

[INSERT DESCRIPTION OF SIM OR PORTION THEREOF]

A "Renter" is a Second-Life resident who pays the Owners for the use of a portion of the Sim. A "Visitor" is any Second-Life resident who is neither an Owner nor Renter. "Tier" signifies payments due to the true owner of the sim, whether Linden Labs or some other entity.


2. PURPOSE. This document represents a binding agreement between the Owners regarding the administration of the Sim.

3. DONATIONS. "Donations" are free-will offerings given by visitors. Owners may receive donations personally or create objects that receive donations. Donations to support the Sim are INCOME (see below). Owners may also accept donations for personal projects. The object of the donation must be clear and unequivocal.

4. INCOME. Income is defined as money received by any Owner for the use of the Sim. Income includes rental payments, one-time or occasional fees for land use, and donations made to support the Sim. Any Owner may receive Income, and must report receipts as specified below. Income will be shared equally by the Owners, regardless of source.

5. PAYMENTS. Tier will be paid in equal shares by the Owners. Any other fees or payments required by Linden Labs or the sim's actual owner (in the case of sim rental) will be shared in equal parts by the Owners. Payments must be made in a timely manner, as determined by the PAYEE. The time and effort of any Owner will not be recognized as having a monetary value unless so specified unanimously by the Owners, preferably in advance and by agreement as specified below.

6. FINANCIAL RECORDS. All Owners must keep accurate and up-to-date financial records regarding income and payments (as specified above), and share those records with the other Owners on a monthly basis, on or before the date when Tier is due. These reports must include an indication that each Owner's payments are up to date. Records must include amount, date of payment or receipt, and the name of the payer or payee. Payments must be clearly distinguished from receipts.

7. ACCESSIBILITY. Each Owner must furnish the other Owners with a real-life name, phone number, and email address for emergency purposes. This information, and any real-life information regarding the Owners, must be kept confidential and not shared in whole or in part, in any form, for any reason whatsoever.

8. MODE OF AGREEMENT. Each Owner will signify his or her binding agreement with this document by sending an email to the other two Owners. Said email will contain the words "I agree" and a copy of this document as an attachment.

9. CHANGES AND AMENDMENTS. Any changes or additions to this document must be made in writing, in a new version of this document. Agreement with the new version will be signfied as specified above and must be unanimous. Any new agreement will take precedence over previous agreements.

8. OTHER AGREEMENTS. In the interest of time and accountability, it may sometimes be necessary to make rapid decisions regarding the administration of the Sim or matters of financial management. These decisions must be memorialized in the following manner: one Owner will send a proposal to the other two, who will signify their consent by reply email to all Owners. Said reply will contain the words "I agree" and the quoted text of the proposed agreement.

9. DATE. The date and version of this document is [ INSERT TODAY'S DATE ].
Lindal Kidd
Dances With Noobs
Join date: 26 Jun 2007
Posts: 8,371
11-14-2008 14:18
I think some "who does what" is important to include here...especially who is responsible for paying tier.

You should also have something in there about income and expense reports to be provided to the owners...how often, who will do them, etc.

There should be provisions for dissolution of the partnership. Do the remaining owners buy out someone who's leaving? At market price, or at purchase price? Do they share in the departing owner's assets, or can one partner buy out another and gain a larger interest in the project?

Who owns objects bought for the project? In many cases, they aren't transfer, so the purchaser will, de facto, own them. Will the project reimburse the purchaser?
_____________________
It's still My World and My Imagination! So there.
Lindal Kidd