Governance
Irrevocable Provisions
The Foundation's governance mandate is not a policy statement. It is encoded in nine irrevocable contractual provisions that survive any change of ownership, any acquisition, and any board composition. The provisions are written into the Foundation's constitution (the Mission Lock) and restated in the Master Licence Agreement and the Coalition Head Licences; they cannot be amended unilaterally by any party and apply identically to every coalition member.
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Public Access Guarantee
Protocol specifications remain permanently free and open. No fee for specification access, ever. Implementation requires licensing; understanding is free.
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FRAND Licensing
All licensing on Fair, Reasonable, and Non-Discriminatory terms. Published rates. The same deal for every licensee, regardless of size or geography. Applied identically across the entire coalition pool.
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Small Entity Exemption
Organisations with fewer than 50 employees and less than $10 million in revenue are exempt from hardware royalties for non-commercial or internal use.
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Anti-Accumulation Rule
No licensee pays more than 3% of AI-related revenue in total governance licensing costs across the coalition pool. The architecture prevents royalty stacking, whether across the Triodian portfolio or any future coalition member's IP.
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Developing Nation Programme
A minimum of 10% of net licensing income funds AI governance access for developing nations. Not discretionary. Contractually mandated.
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Transparency Mandate
All licensing agreements (redacted pricing), revenue allocations, royalty distributions to each coalition member, and public benefit expenditure published annually.
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Citizen Benefit Report
An audited annual public-benefit report describing the Foundation's activities, the application of its income and assets, and the operation of the Mission Lock. Published on the Foundation's website within four months of each financial year-end. No new coalition member is admitted until it is published.
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Anti-Acquisition
Patents may never be exclusively transferred to a single private entity. No Coalition AUIPCo may be sold to a private entity, and no party can buy its way into control of the pool.
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Content-Provenance Open Dedication
The Content-Provenance Enforcement Field — enforcement of and conformance-checking against open, published content-provenance standards (such as C2PA / Content Credentials) — is irrevocably dedicated to royalty-free, non-exclusive public use, and can never be exclusively licensed to any party.
These nine provisions are the Foundation's Mission Lock, written into the constitution and restated in the Master Licence Agreement and every Coalition Head Licence. There is no carve-out for any coalition member, and no future admission can vary them.
Further Structural Protections
Alongside the nine Mission Lock provisions, two further protections are written into the Foundation's constitution and the upstream Coalition Founder Undertaking Deeds. They are not part of the Mission Lock itself, but they reinforce it: one protects the Foundation from capture, and one routes the patent assets to public institutions rather than private estates.
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Anti-Capture Clause
No single licensee or affiliate group may hold more than 20% of Foundation board seats. The governance body cannot be captured by those it governs.
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Sunset Clause
On dissolution of the Foundation, or on the death or incapacity of any contributing inventor, the relevant patent rights pass to a designated public institution, never to a private entity or estate. The mission outlives the organisation and every individual contributor.
A Related Research Partner: The Casuarina Institute
The Casuarina Foundation is a steward of intellectual property. It does not itself conduct scientific research. Public-benefit research into AI safety and AI governance is intended to be carried out by a separate, independent charity, the Casuarina Institute (to be formed), which will own and, by default, publish its own research outputs and will seek endorsement as a research institute in its own right.
The Foundation and the Institute are designed as two independent, mission-aligned charities collaborating at arm's length, not as parent and subsidiary. Neither controls the other's board. Their relationship is governed only by the same uniform Coalition terms that apply to every contributor, and by a single deliberate design rule: commercial intellectual property may flow to the Institute to be studied for public benefit, but gift-funded research outputs are dedicated to public benefit and are never channelled exclusively to any commercial party or to any founder. The Institute's research agenda and conclusions are independent of any commercial interest.
The Casuarina Institute is not yet incorporated. This description records the intended structure; it does not represent an existing entity, and no tax-deductible research gifts are received by the Foundation.
