Eric Engle: Like I said, law is common sense.
Alain: If you say so!
Eric Engle: A contract can be express or implied by
the facts.
Alain: The implied is not as binding as the expressed,
right?
Eric Engle: Be sure and tell any code writer that the
project is not for profit. As long as they know this,
then they can't get money out of you.
Alain: No financial penalties possible if we are
non-profit. Excellent suggestion, Eric. And it costs
nothing to implement.
Eric Engle: Do you have lots of persons wanting to
write code?
Alain: A handful so far.
Eric Engle: I can happily write a contract for you -
but i need to know the details you want.
Alain: At this time, I will have to be brief. But in
the next couple of days, I will give you a complete
summary of our licencing issues.
Eric Engle: i.e. the source code remains the property
of the author ...
Alain: Sounds reasonable. It should please those
programmers whose motivation is partly or wholly for
visibility purposes. It is not my case though.
Eric Engle: ... but the partnership has an irrevocable
licence to use resources generated from the source
code
Alain: This is essential in my view.
Eric Engle: Do you want a license for the partnership
to use the compiled code?
Alain: Free access to the source for all members.
Eric Engle: Or to use the source code?
Alain: It depends what they want to do with the source
code. Some of our members wish to restrict the use of
the source to non-commercial uses. Some of would
merely restrict the resale of the authoring system,
but not apply this restriction to original works that
are created with the support of our system. Still
others are against any restrictions whatsoever.
Eric Engle: Or for third parties to use the authoring
tool to be created?
Alain: Yes, I believe so, but it depends on what they
do with it. And, in my view, we might want to invoke
our "Droit Moral" to insure ourselves that our work
will not be misused in such a way that would be
prejudiciable to our reputation.
Eric Engle: Really I need to know the specific
relationship you want between authors of source code,
the resources generated, your society, and third
parties.
Alain: Work in progress!
Eric Engle: I recommend that authors keep control over
their source code.
Alain: Authoring credits only? What form of control
are you suggesting?
Eric Engle: I recommend that the OpenStack Consortium
has an irrevocable license to use resources generated
from source code.
Alain: Yes, but on the condition (1) that this person
does not take credit for our work, (2) that this
person make his modification to the source code
available to the group or clearly indicate that their
derived version is not the Standard version, (3) etc
... SEE the GNU and Perl-Artistic licences.
Eric Engle: Third Party Users : Have a license
(revocable?) to use the authoring tool to be
developed.
Alain: Can a licence be revoked arbitrarily? Or must
there necessarily be some kind of breach of the
licences clauses?
Eric Engle: I expect authors would be reluctant to
transfer ownership of their code ...
Alain: That's what Open Source is all about, eh!
Eric Engle: ... but to protect the partnership you
need to have an irrevocable license to use the
compiled code.
Alain: Indeed.
Eric Engle: So tell me what you want in terms of
arrangement between the code authors and your
partnership and I will draw up the documents.
Alain: More discussion, debate and voting will be
required before we can provide you with what you need,
Eric.
Eric Engle: You were concerned about the possibility
of a code writer sending you code with a request for
money.
Alain: Not that I know of.
Eric Engle: In such a case return the code ASAP to
sender, along with a note clearly indicating that this
is a non profit enterprise and that while you
appreciate their efforts, you have not asked for their
offer and that you do not accept their offer.
Alain: Absolutely. Unsollicited delivery of goods
followed by a bill for them is illegal.
Eric Engle: Or, similarly. If the person sends you
code, with no request for money, and later asks for
money a court probably would say "no" (60-80% certain
depending on the facts).
Alain: Only probable?? We will definitely have to
stipulate in our licence and/or in our organisational
structure that no money will ever be given to any
author for anything contributed to our collaboration.
Eric Engle: The way to prevent this is easy: Simply
inform all your code writers from the get go that the
project is "open source", i.e. their submissions while
remaining their personal property do not imply any
obligation on the part of the partnership. Also
indicate
this in your majordomo letters - i.e. a one line blurb
saying "OpenStack is a not for profit enterprise.
Alain: Definitely.
Eric Engle: Consequently, we cannot pay for anything
you submit. Unsollicited submissions, while remaining
your personal property, do not imply any legal
obligation on the part of the openstack partners,
commercial or otherwise. Moreover, openstack reserves
the right to irrevocably use object code generated by
submissions, sollicited or otherwise. Thus, if in
doubt, please contact us prior to submitting any
material."
Alain: Yup!
Eric Engle: All but the next to last line is very
fair, and should CYA.
Alain: What does CYA mean?
Eric Engle: Oh, good legal language is actually clear.
Alain: If you say so, Eric! ;-)
Eric Engle: If you do not understand anything in the
above paragraph, tell me so I can rewrite it - really,
it has to be clear to your authors what there rights
are and are not.
Alain: A licence so clear that it can be understood
without consulting a lawyer. I like your approach,
Eric.
Eric Engle: I am not sure I understand the following
paragraph:
Someone: We would also need help on how to protect the
"official distribution". In short, we intend to
distribute the sources for free and allow everybody to
create his/her own OpenCard, but under another name.
This way we want to make sure that there's at least
one reliable and stable version out there.
Alain: SEE the Perl Artistic Licence to grasp the gist
of what is meant by the above.
Someone: BTW OpenCard is a working name, when we have
the product finished we'll go and decide on a final
name.
Alain: Should we find an original name right now, or
wait until later, given the fact that OpenCard is
already being used by another software product
currently on the market?
Eric Engle: Is the idea that you have say 50 resources
that the person links via resEdit? Or 50 odd functions
to be compiled and linked via, e.g. code warrior?
Alain: I envision a modular system composed of many
re-usable components, collectively designated as the
Standard Distribution of OpenCard.
Eric Engle: Or you want to develop an authoring tool,
and make the resources public domain ...
Alain: Sounds right.
Eric Engle: ...but you want to prevent a later
developper from producing a similar tool from your
resources ...
Alain: No. Some of us (not me) want to be able to fork
at some time in the future and thus create one's own
variant of our authoring system, on the condition that
these derived works are named differently.
Eric Engle: ... and then ordering you not to produce
your tool.
Alain: This would be grievous! :-(
Eric Engle: Please clarify the scenarios you are
trying to prevent.
Alain: The most important issue for me is that I want
to be able to use our authoring system to facilitate
my own development efforts i.e. original works that I
will sell to earn my living. I don't want anyone to be
able to take me to court, arguing that my original
work is instead a derived work that I must release to
the public against my will and/or that I must share
the profits from the sale of my work and/or that I can
no longer sell my work at all.
Alain : That's all for now, folks!
=====
__________________________________________________
Do You Yahoo!?
Bid and sell for free at http://auctions.yahoo.com
