Live in southern Ontario? Attending dinner meetings is free.

Thursday, September 16, 2004

Attendance

Ken B, Mel W, Chris B, Dave M, William P
Chris Jz was too tired to attend.


Meeting Business

Ken's Computer Reinstall

Ken reinstalled Windows on his computer, accidentally losing his archived
email and the PegaSoft folder.  There are still paper copies of minutes in
binders.

Summer Programming Challenge

The challenge was to write "Esmeralda, the Gloomy Fortune Teller".  The classic
AI game Eliza reads what a user types, rewrites it and prints it back as a
question.  Esmeralda takes a user's response and the program predicts tragic
events. Ken B.  was the winner and the source code will be posted to the web
site.

Summer Retreat 2004

Mel and Dave said that they had a good time and would go again.  Dan was unable
to attend because of work.  A summer retreat will be planned for next year.


PegaSoft Web Site

The look and feel of the web site has been totally rewritten.  The new web site
is to be rolled out with the release of BUSH 1.0.

Open Forum - Industry Quote
[The opinions are those of the participants.]

None available this month due to Ken's computer problems.

Open Forum - In the News
[The opinions are those of the participants.]

Headline: Sybase announces Express Edition of Adaptive Server Enterprise
(ASE) 12.5.2 database for UNIX.

Sybase used to be one of the big 3 databases.  There were one of the first
companies to release database tools for Linux and they previously released
their database free for Linux.  Sybase's claim to fame is that it uses "TBS",
a proprietary form of ODBC that is supported by Microsoft SQL Server.

Now that PostgreSQL has pushed Sybase out of the top 5 databases, Sybase is
responding by once again releasing an unsupported, binary version of their
database.  Since it's commercal, it cannot be distributed with Linux
distributions.  Previous attempts had failed to work for Sybase so they are
repeating a failed strategy.

Headline: Judge in the SCO case are asking SCO (Caldera) Officers for
depositions.

SCO must now prove their case.

Headline: Linux Journal has an article on why IT departments are scared of
Open Source.

Small companies have the most to gain from Linux but big companies like IBM
want to make a big profit.  Small companies need more products like
Open Source.  Small companies need to hire competent staff to administer Linux
while large companies already have Linux-capable staff.

Headline: Oversees Outsourcing May Be on the Decline

Countries like India have all their best-skilled developers picked already.
Companies going in now have to pick second or third string candidates and
the countries' IT infrastructure and bandwidth has been maxed out by the
established companies.

Headline: Free .info domains are available.

The company managing .info domains has a promotion for .info domains free for
one year.  They can be registered through domainsite.com.


PegaSoft Project Updates


BUSH

The byte code compiler was rewritten to support the syntax of the Bourne shell,
Ada and SQL.  The parser must be upgraded to handle the changes before BUSH 1.0
can be released.

Select, Delete, Insert, Update and Alter SQL commands can be used at the BUSH
command prompt.

eBase 4 Contract (Ken Burtch)

The proposal has been submitted and is being reviewed by the client.

Lease/ Rentals (Dave MacGuigan)

The proposal has been submitted and is being reviewed by the client.

Employee Conduct Policy

In order to handle new contracts, PegaSoft must design an Employee Conduct
Policy document.  This would include a Non-Disclosure agreement and a Non-
Compete agreement.  Ken drafted a document for discussion.

Dave recommended that all PegaSoft members be required to sign the Employee
Conduct Policy so that details of contracts can be confidentially between
PegaSoft members.  All PegaSoft members should sign when they become members.

Mel recommended that specific trade secrets and conditions should be specified
in the individual contracts.

Employee/Contractor Conduct Policy

1. Purpose of the Policy

1.1 Application of the Policy.  This Conduct Policy applies to PegaSoft
Canada, all PegaSoft Members, Subcontractors and Employees, including their
Contracts with PegaSoft Clients for Projects.

Approved.

1.2 Fair Treatment.  It is fundamental to the continuing success of
PegaSoft that we maintain the highest standards of integrity and ethical
business conduct.  This can only be achieved if each of our employees and
officers adheres to the highest principles of conduct in the discharge of
their duties.

Approved.

2. Confidentiality and Non-Dsclosure.

2.1 Definition of Confidential Information.  Confidential Information
shall be deemed as follows:

a. Information supplied by clients of a financial or proprietary nature that
could result in irreparable damage or serious injury to the Clients if
disclosed;

b. Information about PegaSoft of a financial or proprietary nature that could
result in irreparable damage or serious injury to PegaSoft if disclosed;

c. Information about PegaSoft Employees of a financial or proprietary nature
that could result in irreparable damage or serious injury to PegaSoft Employees
if disclosed; and

d. Information supplied by the Employee or Contractor that could result in
irreparable damage or serious injury to the Employee or Contractor if
disclosed.

Approved.

2.2 Limits on Confidential Information.  Confidential Information shall
not be deemed proprietary and the Recipient shall have no obligation with
respect to such information where the information:

a. Was known to Recipient prior to receiving any of the Confidential
Information from Discloser;

b. Has become by Recipient without breach of this Policy from a third party
without restriction as to the use and disclosure of the information;

c. Was received by Recipient without breach of this Policy from a third
party without restriction as to the use and disclosure of the information;

d. Was independently developed by Recipient without use of the Confidential
Information;

e. Was ordered to be publicly released by the requirement of a government
agency;

f. Was over 5 years after the time of initial disclosure; or

g. Would cause damage below $10,000 to the disclosing Clients or PegaSoft, or
$1,000 to the Employee or PegaSoft Employees.

Mel recommended f to be dropped.  A statute of limitation depends on the
nature of the proprietary information.  Any time limit should be specified in
the contract.  Chris pointed out Coca-Cola (tm) would never sign a contract
with PegaSoft contractors if their soft drink formula could be revealed after
5 years.

Chris and Dave recommended g to be dropped.  Although it would be a good idea
to have a clause to protect against frivolous lawsuits, there is no way to
place an exact value on the damage.

f and g would be dropped.

2.3 Disclosure.  The Member will undertake to:

a. Take all reasonable precautions to maintain confidential information as
such;

b. Use the information disclosed solely for the purposes of the current
project.

c. Confidential Information will not be shared with any third parties with
the exception of :

i. Personal advisors, clergy, medical or counseling professionals;

ii. Personnel within the company authorized to receive such information;

iii. Those authorized by a court of law or regulatory body.

Chris said that "reasonable" must be defined.  Ken was concerned that what
construed "reasonable" depended on the type of information, creating a very
long itemized list.

Dave believed that 2.3.c.i was already covered by law since doctors, lawyers,
clergy, etc. are bound by client confidentiality.

Chris pointed out that 2.3.c.iii was covered in 2.2.e.

Examples of "reasonable" would be added after discussion on the PegaSoft
mailing list.  2.3.c.i and 2.3.c.iii would be dropped.

2.4. Ownership of Confidential Information.  Recipient agrees that all
Confidential Information shall remain the property of Discloser, and that
Discloser may use such Confidential Information for any purpose without
obligation to Recipient.  Nothing contained herein shall be construed as
granting or implying any transfer of rights to Recipient in the Confidential
Information, or any patents or other property protected or related to the
Confidential Information.

Approved.

2.5. Term and Termination.  The obligations of this Agreement shall
continue until the Confidential Information disclosed to Recipient in is no
longer confidential.

Approved.

3. Intellectual Property and Non-Competition.

3.1. Contributions to Licensed Software.

Any source code or intellectual property contributions to a PegaSoft or third
party licensed project will be required to follow the license of the project.
Any source code or intellectual property contributions to a PegaSoft Employee
or Subcontractor's licensed project will follow the license of the project.

Approved, provided "License", not Open Source, is used.  "License" would
include Open Source projects.

3.2. Reimbursable Contrbutions.  Work on an open source project that is
an integral part of a client's project will be reimbursed provided the work
fixes software bugs or adds features of direct value to the client's project.

Dave recommended that this be removed from the contract and be included in the
individual contract.

3.3. Project Non-Competition.

PegaSoft Members or Contractors that have access to information about Clients
will refrain from starting projects that compete with ongoing PegaSoft projects
useless:

a. Two years or more have passed since the Member or Contractor left the employ
of PegaSoft;

b. The project was abandoned before reaching maturity.

Approved.

3.4. Personal Non-Competition.  PegaSoft Members or Contractors will not
make job offers to other PegaSoft Members or Contractors unless:

a. Two years or more have passed since the Member or Contractor left the employ
of PegaSoft;

Dave recommeded that 3.4 be removed.  Where a large company paid hiring bonuses,
training and salaries to employees, PegaSoft was a loose organization with no
bonuses, training investment or salaried employees.  Although 3.4 might be
applicable in the future, there was nothing to protect in the current company.

3.4 would be dropped.

4. Standards of Conduct.

4.1. Responsibilities to PegaSoft and Clients.  As a PegaSoft Members or
Contractor, you are required to put the interests of PegaSoft first, ahead of
your own personal self-interests.  Above all, you must not take unfair
advantage of your position at PegaSoft, your relationship with PegaSoft
clients, or engage in any conduct which is not in the best interests of
PegaSoft or its clients.

Chris was concerned about the all-inclusiveness of 4.1.

Approved.

4.2. Responsibilities to PegaSoft Members and Contractors.  PegaSoft
adheres to principles of fair and equitable treatment of employees, including
the evaluation process, hiring, discipline, training and general interaction.
PegaSoft and its members, officers and directors are bound by the Human Rights
Code, including the prohibition on discrimination or harassment of others on
the basis of age, race, colour, language, national origin, religion, creed,
marital status or sexual lifestyle.

Dave was concerned about language: if members can't speak English, the
corporate language, they will not be able to communicate.  Ken said that the
list was taken from an official source and "language" probably referred to
French/English relations in Canada.

The list in 4.2. would be confirmed.

4.3. Responsibilities to the Law of Canada.  PegaSoft and its Members
are required to comply with all laws applicable to PegaSoft's business
operations.  You have a duty to know, understand and comply with any of those
laws which apply to your employment duties and responsibilities.

Approved.

5. Conflict of Interest.

5.1. Business Judgment Standard.  You must try to avoid any situation
in which your personal interests are in conflict with your duties as a Member.
When you are faced with conflicts of interest, you are required to exercise the
business judgement of a resonsible person, uninfluenced by considerations
other than the best interests of PegaSoft and its Clients.

Approved.

5.2. Gift Policy.  You may only accept gifts from persons or companies
related to PegaSoft which may represent promotional items of minimum value.
You may not accept any gift of cash, by cheque, or as any other financial
equivalent to cash.

Chris was concerned that 5.2. was too broad and the threat of bribery was low
in PegaSoft.  Dave felt that there was nothing in 5.2. that would cause
difficulty for PegaSoft members.

Clause 5.2. would be discussed on the mailing list.

6. Discipline.

6.1. Probationary Periods.  The standard probationary period is six
months.  All new members must go through a probationary period.  Any member
returning from suspension is subject to the standard probationary period.

Ken felt that probationary periods were a necessary part of the screening
process to find good contractors.  Chris felt that standard interview
techniques would suffice for finding people to fill contracts.  It was more
important to fill contracts rather than to have good contractors.  Dave felt
that probationary periods were only applicable to hiring employees since
contractors can be terminated at any time.

Six months was an industry standard probationary period.

Clause 6.1. would be discussed on the mailing list.

6.2. Withholding Pay.  PegaSoft reserves the rights to withhold pay
until Project deadlines are met.

Dave thought that the clause should be extended to cover Quality Assurance
testing.  If PegaSoft reviews the work and deems it unacceptable, the
contractor is obligated to fix the work before they are paid.  The deadline
must be PegaSoft's and not the Client's.

The clause would be updated.

7. Subcontractor Obligations.

7.1. Core Hours.  A full-time PegaSoft Contractor must be available for
contact by PegaSoft or the Client during a 6 hour period each day.  During the
core hours, the Contractor must return communications within 2 hours.

Approved.

7.2. Vacation Announcements.  If a Contractor will be unavailable due to
a vacation, the contractor must inform PegaSoft and the Client in advance.

Approved.

7.3. PegaSoft Membership Requirement.  Contractors representing PegaSoft
must be PegaSoft Members.

Approved.

8. Annual Confirmation and Survival of Rights and Obligations.

8.1. Annual Confirmation.  You will be required on an annual basis to
sign an Acknowledgment to confirm your awareness of this Policy, your
compliance with its provisions during the prior year and your commitment to
abide by its terms during the year.

Approved.

8.2. Survival of Rights and Obligations.  This Policy shall be binding
upon, inure to the benefit of, and be enforcable by (a) Discloser, its
successors, and assigns; and (b) Recipient, its successors and assigns.

Approved.

Dave requested an additional clause be added to the effect of "if some clauses
are non-enforceable, it doesn't invalidate the Policy and the clauses will be
enforced to the limit of the law."

The Employee Conduct Policy was agreed to in principle.  The updates would be
presented for approval at the next PegaSoft meeting.


Discussion: Python and the Art Interface Device (Mel Wilson)

Deferred due to lack of time until October.


Next Meeting

The next meeting will be Thursday, October 21, 2004.  Topic: TBA