Subject: FW: University of Delaware Proposed Deed of Gift (Preliminary list of issues)
From: "Eric Schwerin" <[email-masked]>
To: <[email-masked]>
Date: Mon, 15 Mar 2010 12:14:53 -0400

FYI – if you want to be in the loop.  I sent to Mel who is going to talk to
your Dad about this and decide who should work on it between him and Jamie.

Eric D. Schwerin

Rosemont Seneca Partners, LLC

1010 Wisconsin Ave., NW

Suite 705

Washington, DC 20007

(202) 333-1880

[email-masked] <[email-masked]>

*P** **Consider the environment before printing this email.***

*From:* Oyama, Katherine A. [mailto:[email-masked]]
*Sent:* Monday, March 15, 2010 11:36 AM
*To:* [email-masked]
*Cc:* Hogan, Cynthia C.; Mongan, Michael J.
*Subject:* University of Delaware Proposed Deed of Gift (Preliminary list of
issues)

Hi Eric,

To follow-up on Mike Mongan’s message transmitting the University of
Delaware’s proposed Deed of Gift, Cynthia Hogan asked me to forward the
following list of flags related to the University’s proposed Deed of Gift.
As you can see, the terms contained in the current draft are very favorable
to the University.  Cynthia also asked me to note that due to the political
sensitivities associated with any public release of the Vice President’s
Senate papers, both the Office of the Vice President and the White House
will have strong views on some of these items, especially those related to
the timing and scope of any public release.

Based on a preliminary review of the proposed agreement, we’ve flagged the
following issues for further review:

·         *Property ownership*:  The Deed states that title to the material
passes to the University of Delaware on delivery (at 1).

·         *Timing of archival processing and public release*:  The Deed
contemplates archival processing and public release of certain materials
while the Vice President is still in office (at 2).

·         *Opportunity for review prior to release*:  The Deed does
*not*provide for review and/or approval by the Vice President’s
designated
representative(s) prior to release. Moreover, the Deed does *not* set forth
a procedure for withholding sensitive or personal materials.

·         *Copyright Ownership*:  The Deed states that copyright ownership
transfers to the University.  [*Note*:  Need to confirm whether the Vice
President’s Senate papers are subject to copyright protection in the first
instance; the Deed does *not* provide for the Vice President’s future use or
publication of the materials.]

·         *Scope*:  The Deed appears to include Obama-Biden transition
papers, which the Vice President likely does not own (at 1).

·         *Other*:  Additional provisions that may need to be inserted
include:  (1) a fixed period of time during which certain of the Senate
papers remain sealed (*e.g.*, papers from 1985 or later should remain sealed
until X years after the Vice President leaves office); (2) a requirement
that archival staff sign non-disclosure agreements during the processing
period; (3) the University’s duty to comply with privacy laws, rules
governing the handling of Committee records, classified information
procedures, etc. (at 2); and (4) indemnification agreement related to claims
arising from public release of the materials.

Hope this is helpful.  Please feel free to be in touch.

Thanks,

Katie

*From:* Mongan, Michael J.
*Sent:* Friday, March 12, 2010 6:09 PM
*To:* [email-masked]
*Cc:* Hogan, Cynthia C.
*Subject:* University of Delaware Proposed Deed of Gift

Eric:

Cynthia requested that I e-mail you the draft deed of gift for the Vice
President’s senate papers, which was submitted to our office in the fall.
It is attached.  Please feel free to contact me if you have any questions.

I hope you have a pleasant weekend,

Mike

*Michael J. Mongan*

Deputy Counsel to the Vice President

Office of the Vice President

(w) 202.456.1643

(c)  202.503.5330

(f)   202.456.2628

[email-masked]