license agreements

Introduction

By default, every line of code contributed to a project has copyright assigned to the author of the code. This can create a big mess, with a single project having fragmented copyright from dozens of contributors.

It is good practice to have a clean, unified copyright assignment or agreement for free software projects. If you don’t, then it is impossible to ever update the licenses or re-license as needed (for example, it becomes impossible to add a dual license to GPL code so that the code can be approved for the Apple store).

It is possible to have dual copyright assignment, where two organizations hold the copyright to a project. This gives each organization maximum freedom, because they both are able to license the project as they see fit.

Copyright license agreements can be abused by the copyright assignee, so we should include a clause the requires that the code remain available under some approved free software license.

CLA vs CAA

From http://www.contributoragreements.org/faq/

There are two categories of contributor agreements: copyright assignment agreements (CAA) and copyright license agreements (CLA) [also often called contributor license agreements]. The CAA requires assignment and therefore a transfer of copyright to the project owner, whereas the CLA requires an irrevocable license to allow the project owner to use the contribution. While an assignment is typically used in the US context to give the project owner all necessary rights to sublicense and legally enforce the project, copyright law in some jurisdictions may not allow for an assignment of copyright but only for a license. To address this problem, CAA’s usually provide a fallback license agreement as an alternative method to ensure that in those jurisdictions sufficient rights are granted to the project to permit the use and distribution of each contribution in the same way as the CLA would permit.

Proposal

  • We identify which code repositories have (or will have) significant shared contributions from both LEAP and Pixelated.
  • We make these projects have dual copyright for both LEAP and ThoughtWorks.
  • We require every contributor to add their name to the AUTHORS file when they submit their first pull request. The AUTHORS file will include language that says by adding your name to this file and by contributing code you agree to the CAA.md or CLA.md file that will be included in the code repository.
  • In this way, we would have separate CLA/CAA for each code repository. This is a lot of duplicate agreements, but the hope is that it can be easily managed by bundling it so closely with the code itself and tools we have for contributing to the code.

So far, no one has expressed a preference for a CAA or CLA. An example of each is included below. The CAA is adapted from the W3C’s CAA. The CLA is adapted from www.contributoragreements.org.

Most organizations have CLA forms that ask for real names, but some CLAs are based on your git identifier. It would be our great preference to no force all contributors to sign something with their real name. If we wanted stronger authenticity than a git commit, we could require the author to sign the AUTHORS file with their OpenPGP key.

We also may need an “Entity CLA” if a contributor works for an organization other than LEAP or ThoughtWorks. I am not sure how this works, but I have included the Entity CLA text too.

CAA Text

Definitions:

  • Software: The computer code and documentation contained in this git repository.
  • Contributor: The author and copyright holder of a contribution to the Software.
  • Project Partners: LEAP Encryption Access Project and ThoughtWorks, collectively.

This Agreement is entered between the Contributor and the Project Partners.

Whereas, Contributor wishes for the Project Partners to be free to use, modify, and distribute Software, and the Project Partners wishes to do so.

Therefore, Contributor agrees to assign and hereby assigns all copyright in the Software to the Project Partners. If the Contributor’s jurisdiction does not recognize assignment of copyright or related rights, Contributor grants to Project Partners a perpetual, world-wide, sub-licensable license to such rights.

Contributor asserts that it has all the rights necessary to assign the Software, and that its publication will not infringe on the intellectual property rights of any third party.

The Project Partners agree to make the Software, and all future derivations, available under the terms of a license on the Free Software Foundation’s list of “Recommended Copyleft Licenses.”

CLA Text

Contributor Agreement

Thank you for your interest in contributing to XXXXXX (“We” or “Us”). The purpose of this contributor agreement (“Agreement”) is to clarify and document the rights granted by contributors to Us.

1. DEFINITIONS

“You” means the Individual Copyright owner who submits a Contribution to Us. If You are an employee and submit the Contribution as part of your employment, You have had Your employer approve this Agreement or sign the Entity version of this document.

“Contribution” means any original work of authorship (software and/or documentation) including any modifications or additions to an existing work, Submitted by You to Us, in which You own the Copyright.

“Copyright” means all rights protecting works of authorship owned or controlled by You, including copyright, moral and neighboring rights, as appropriate, for the full term of their existence including any extensions by You.

“Material” means the software or documentation made available by Us to third parties. When this Agreement covers more than one software project, the Material means the software or documentation to which the Contribution was Submitted. After You Submit the Contribution, it may be included in the Material.

“Submit” means any form of physical, electronic, or written communication sent to Us, including but not limited to electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Us, but excluding communication that is conspicuously marked or otherwise designated in writing by You as “Not a Contribution.”

“Submission Date” means the date You Submit a Contribution to Us.

“Documentation” means any non-software portion of a Contribution.

2. LICENSE GRANT

2.1 Copyright License to Us

Subject to the terms and conditions of this Agreement, You hereby grant to Us a worldwide, royalty-free, exclusive, perpetual and irrevocable license, with the right to transfer an unlimited number of non-exclusive licenses or to grant sublicenses to third parties, under the Copyright covering the Contribution to use the Contribution by all means, including, but not limited to:

  • to publish the Contribution,
  • to modify the Contribution,
  • to prepare derivative works based upon or containing the Contribution and to combine the Contribution with other software code,
  • to reproduce the Contribution in original or modified form,
  • to distribute, to make the Contribution available to the public, display and publicly perform the Contribution in original or modified form.

2.2 Moral Rights remain unaffected to the extent they are recognized and not waivable by applicable law. Notwithstanding, You may add your name in the header of the source code files of Your Contribution and We will respect this attribution when using Your Contribution.

2.3 Copyright License back to You

Upon such grant of rights to Us, We immediately grant to You a worldwide, royalty-free, non- exclusive, perpetual and irrevocable license, with the right to transfer an unlimited number of non-exclusive licenses or to grant sublicenses to third parties, under the Copyright covering the Contribution to use the Contribution by all means, including, but not limited to:

  • to publish the Contribution,
  • to modify the Contribution, to prepare derivative works based upon or containing the Contribution and to combine the Contribution with other software code,
  • to reproduce the Contribution in original or modified form,
  • to distribute, to make the Contribution available to the public, display and publicly perform the Contribution in original or modified form.

This license back is limited to the Contribution and does not provide any rights to the Material.

3. PATENTS

3.1 Patent License

Subject to the terms and conditions of this Agreement You hereby grant to us a worldwide, royalty-free, non-exclusive, perpetual and irrevocable (except as stated in Section 3.2) patent license, with the right to transfer an unlimited number of non-exclusive licenses or to grant sublicenses to third parties, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution and the Contribution in combination with the Material (and portions of such combination). This license applies to all patents owned or controlled by You, whether already acquired or hereafter acquired, that would be infringed by making, having made, using, selling, offering for sale, importing or otherwise transferring of Your Contribution(s) alone or by combination of Your Contribution(s) with the Material.

3.2 Revocation of Patent License

You reserve the right to revoke the patent license stated in section 3.1 if we make any infringement claim that is targeted at your Contribution and not asserted for a Defensive Purpose. An assertion of claims of the Patents shall be considered for a “Defensive Purpose” if the claims are asserted against an entity that has filed, maintained, threatened, or voluntarily participated in a patent infringement lawsuit against Us or any of Our licensees.

4. License Obligations by US

We agree to license the Contribution under the terms of a license on the Free Software Foundation’s list of “Recommended Copyleft Licenses.”

In addition, We may use the following licenses for Documentation in the Contribution: GFDL-1.3 (including any right to adopt any future version of a license).

We agree to license patents owned or controlled by you only to the extent necessary to (sub)license Your Contribution(s) and the combination of Your Contribution(s) with the Material under the terms of any licenses on the Free Software Foundation’s list of “Recommended Copyleft Licenses.”

5. DISCLAIMER

THE CONTRIBUTION IS PROVIDED “AS IS”. MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED BY YOU TO US AND BY US TO YOU. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.

6. Consequential Damage Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU OR US BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

7. Approximation of Disclaimer and Damage Waiver

IF THE DISCLAIMER AND DAMAGE WAIVER MENTIONED IN SECTION 5 AND SECTION 6 CANNOT BE GIVEN LEGAL EFFECT UNDER APPLICABLE LOCAL LAW, REVIEWING COURTS SHALL APPLY LOCAL LAW THAT MOST CLOSELY APPROXIMATES AN ABSOLUTE WAIVER OF ALL CIVIL LIABILITY IN CONNECTION WITH THE CONTRIBUTION.

8. Term

8.1 This Agreement shall come into effect upon Your acceptance of the terms and conditions.

8.2 You shall have the right to terminate the Agreement in written form if We do not fulfill the obligations as set forth in Section 4.

8.3 In the event of a termination of this Agreement Sections 5, 6, 7, 8 and 9 shall survive such termination and shall remain in full force thereafter. For the avoidance of doubt, Contributions that are already licensed under a free and open source license at the date of the termination shall remain in full force after the termination of this Agreement.

9. Miscellaneous

9.1 This Agreement and all disputes, claims, actions, suits or other proceedings arising out of this agreement or relating in any way to it shall be governed by the laws of United States excludingits private international law provisions.

9.2 This Agreement sets out the entire agreement between You and Us for Your Contributions to Us and overrides all other agreements or understandings.

9.3 If any provision of this Agreement is found void and unenforceable, such provision will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision and that is enforceable. The terms and conditions set forth in this Agreement shall apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy to the maximum extent possible under law.

9.4 You agree to notify Us of any facts or circumstances of which you become aware that would make this Agreement inaccurate in any respect.

Entity CLA

Thank you for your interest in contributing to XXXXX (“We” or “Us”).

The purpose of this contributor agreement (“Agreement”) is to clarify and document the rights
granted by contributors to Us.

1. DEFINITIONS

“You” means any Legal Entity on behalf of whom a Contribution has been made to Us.

“Legal Entity” means an entity that is not a natural person.

“Affiliate” means any other Legal Entity that controls, is controlled by, or under common control
with that Legal Entity. For the purposes of this definition, “control” means (i) the power, direct or
indirect, to cause the direction or management of such Legal Entity, whether by contract or
otherwise, (ii) ownership of fifty percent (50%) or more of the outstanding shares or securities that
vote to elect the management or other persons who direct such Legal Entity or (iii) beneficial
ownership of such entity.

“Contribution” means any original work of authorship (software and/or documentation)
including any modifications or additions to an existing work, Submitted by You to Us, in which
You own the Copyright. If You do not own the Copyright in the entire work of authorship, please
contact Us at info@leap.se.

“Copyright” means all rights protecting works of authorship owned or controlled by You,
including copyright, moral and neighboring rights, as appropriate, for the full term of their
existence including any extensions by You.

“Material” means the software or documentation made available by Us to third parties. When
this Agreement covers more than one software project, the Material means the software or
documentation to which the Contribution was Submitted. After You Submit the Contribution, it
may be included in the Material.

“Submit” means any form of physical, electronic, or written communication sent to Us, including
but not limited to electronic mailing lists, source code control systems, and issue tracking
systems that are managed by, or on behalf of, Us, but excluding communication that is
conspicuously marked or otherwise designated in writing by You as “Not a Contribution.”

“Submission Date” means the date You Submit a Contribution to Us.

“Documentation” means any non-software portion of a Contribution.

2. LICENSE GRANT2.1 Copyright License to Us

Subject to the terms and conditions of this Agreement, You hereby grant to Us a worldwide, royalty-free, exclusive, perpetual and irrevocable license, with the right to transfer an unlimited number of non-exclusive licenses or to grant sublicenses to third parties, under the Copyright covering the Contribution to use the Contribution by all means, including, but not limited to:

  • to publish the Contribution,
  • to modify the Contribution, to prepare derivative works based upon or containing the Contribution and to combine the Contribution with other software code,
  • to reproduce the Contribution in original or modified form,
  • to distribute, to make the Contribution available to the public, display and publicly perform the Contribution in original or modified form.

2.2 Moral Rights remain unaffected to the extent they are recognized and not waivable by applicable law. Notwithstanding, You may add your name in the header of the source code files of Your Contribution and We will respect this attribution when using Your Contribution.

2.3 Copyright License back to You

Upon such grant of rights to Us, We immediately grant to You a worldwide, royalty-free, non-
exclusive, perpetual and irrevocable license, with the right to transfer an unlimited number of
non-exclusive licenses or to grant sublicenses to third parties, under the Copyright covering the
Contribution to use the Contribution by all means, including, but not limited to:

  • to publish the Contribution,
  • to modify the Contribution, to prepare derivative works based upon or containing the Contribution and to combine the Contribution with other software code,
  • to reproduce the Contribution in original or modified form,
  • to distribute, to make the Contribution available to the public, display and publicly perform the Contribution in original or modified form.

This license back is limited to the Contribution and does not provide any rights to the Material.

3. PATENTS

3.1 Patent License

Subject to the terms and conditions of this Agreement You hereby grant to us a worldwide, royalty-free, non-exclusive, perpetual and irrevocable (except as stated in Section 3.2) patent license, with the right to transfer an unlimited number of non-exclusive licenses or to grant sublicenses to third parties, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution and the Contribution in combination with the Material (and portions of such combination). This license applies to all patents owned or controlled by You, whether already acquired or hereafter acquired, that would be infringed by making, having made, using, selling, offering for sale, importing or otherwise transferring of Your Contribution(s) alone or by combination of Your Contribution(s) with the Material.

3.2 Revocation of Patent License

You reserve the right to revoke the patent license stated in section 3.1 if we make any infringement claim that is targeted at your Contribution and not asserted for a Defensive Purpose. An assertion of claims of the Patents shall be considered for a “Defensive Purpose” if the claimsare asserted against an entity that has filed, maintained, threatened, or voluntarily participated in a patent infringement lawsuit against Us or any of Our licensees.

4. License Obligations by US

We agree to license the Contribution under the one of the licenses on the Free Software Foundation’s list of “Recommended copyleft licenses.” In addition, We may use the following licenses for Documentation in the Contribution: GFDL-1.3 (including any right to adopt any future version of a license).

We agree to license patents owned or controlled by you only to the extent necessary to (sub)license Your Contribution(s) and the combination of Your Contribution(s) with the Material under the terms of any licenses on the Free Software Foundation’s list of “Recommended copyleft licenses.”

5. DISCLAIMER

THE CONTRIBUTION IS PROVIDED “AS IS”. MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED BY YOU TO US AND BY US TO YOU. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.

6. Consequential Damage Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU OR US BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

7. Approximation of Disclaimer and Damage Waiver

IF THE DISCLAIMER AND DAMAGE WAIVER MENTIONED IN SECTION 5 AND SECTION 6 CANNOT BE GIVEN LEGAL EFFECT UNDER APPLICABLE LOCAL LAW, REVIEWING COURTS SHALL APPLY LOCAL LAW THAT MOST CLOSELY APPROXIMATES AN ABSOLUTE WAIVER OF ALL CIVIL LIABILITY IN CONNECTION WITH THE CONTRIBUTION.

8. Term

8.1 This Agreement shall come into effect upon Your acceptance of the terms and conditions.

8.2 You shall have the right to terminate the Agreement in written form if We do not fulfill the obligations as set forth in Section 4.

8.3 In the event of a termination of this Agreement Sections 5, 6, 7, 8 and 9 shall survive such termination and shall remain in full force thereafter. For the avoidance of doubt, Contributions that are already licensed under a free and open source license at the date of the termination shallremain in full force after the termination of this Agreement.

9. Miscellaneous

9.1 This Agreement and all disputes, claims, actions, suits or other proceedings arising out of this agreement or relating in any way to it shall be governed by the laws of United States excluding its private international law provisions.

9.2 This Agreement sets out the entire agreement between You and Us for Your Contributions to Us and overrides all other agreements or understandings.

9.3 If any provision of this Agreement is found void and unenforceable, such provision will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision and that is enforceable. The terms and conditions set forth in this Agreement shall apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy to the maximum extent possible under law.

9.4 You agree to notify Us of any facts or circumstances of which you become aware that would make this Agreement inaccurate in any respect.

   

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