FW: University of Delaware Proposed Deed of Gift (Preliminary list of issues)

"Eric Schwerin" [email protected]
2010-03-15 13:14
2009-07-21 -Draft Deed of Gift (Melvin Draft).doc

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 protected]

P Consider the environment before printing this email.


From: Oyama, Katherine A. [mailto:[email protected]]
Sent: Monday, March 15, 2010 11:36 AM
To: [email protected]
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). 


·         < /span>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.






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




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,





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 protected]



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