Contributor's agreements, project vs foundation, licensing, and apple pie

[Kurt Bendl]

Hi all,

I've been up all night thinking about this (I have a life, really!).
So, I jotted down some more notes here:
http://www.plone4universities.org/wiki/ContributingCode

Instead of waiting for a response on the wiki, I'm going to spam the
list with my latest rant:

Project vs Foundation and Contributor's Agreements --KurtB?, Wed, 19
Dec 2007 09:46:58 +0100 reply

So, after much discussion, it seems to me (not any collective
consciousness) that at this nascent stage, simply submitting a
Contributor License Agreement (CLA) to a "Project", and having those
scanned and posted to the web should suffice. I spoke briefly to
someone at the Software Freedom Law Center about this. And she seemed
to think this a good approach at this time. That way, we can get
started coding and not be bogged-down by waiting for the legal
wranglings involved in setting up a 501c3.

It's possible we could do digital signing, but I believe most
institutions are comfortable with a traditional paper and ink
contributor's agreement. We could designate a fax and physical mailing
address, and have individuals, businesses, and institutions send
completed CLAs? to one of those.

There's some background and info on the "Community Source" model at
http://en.wikipedia.org/wiki/Community_source That article also has an
interesting discourse on "Community Source" vs "Open Source" or "Free
Software". It's my opinion that some of the latter parts of the
article are fluff and need more attention, but what do I know?! :-)
It's was an interesting read.

Foundation +-
It's also been suggested that we (institutions) think about the Sakai
model, where universities not only enter into an agreement, but commit
funds to membership. Definitely a 501c3 process there. Maybe we can
discuss this further. But, I think (remember, this is just my personal
opinion) we need to get started on code, and that means a CLA with the
"Project" for now.

Just for testing, I've co-opted the Apache Corporate CLA
http://www.apache.org/licenses/cla-corporate.txt and Individual CLA
http://www.apache.org/licenses/icla.txt, lightly changing some nouns.
I sent another note to the SFLC folks with an example, to see if they
will give us some feedback on whether that will create any conflict
with the GPL.

Here's a snippet/idea:

#################################################
                      The Plone4Edu Software Project
                Software Grant and Institution or Corporate
                  Contributor License Agreement ("Agreement")
                      http://www.plone4edu.org/licenses/
                              (v r1)


   Thank you for your interest in The Plone4Edu software project (the
   "Project"). In order to clarify the intellectual property license
   granted with Contributions from any person or entity, the Project
   must have a Contributor License Agreement (CLA) on file that has been
   signed by each Contributor, indicating agreement to the license terms
   below. This license is for your protection as a Contributor as well
   as the protection of the Project and its users; it does not change
   your rights to use your own Contributions for any other purpose.

   This version of the Agreement allows an entity (the "Institution") to
   submit Contributions to the Project, to authorize Contributions
   submitted by its designated employees to the Project, and to grant
   copyright and patent licenses thereto.

....
#################################################

Okay, it's a total rip-off of the Apache CCLA, but you get the idea.

It's also been suggested we consider co-opting the Internet2 License,
ICLA. and CCLA. A link to those is:
http://www.internet2.edu/membership/ip.html#appendix_c IMHO, the
Internet2 Intellectual Property Framework document gives me cause to
pause. I'd like to keep it more simple, if possible. But, I'm no
lawyer. GPL just seems to work.

Please add your ideas, feedback, experience, and opinions. I think we
can come to a workable solution to this in a reasonable time frame.

Oh, there was no apple pie consumed in the production of this rant. At
least not be me.

-kb

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[Melody Winkle]

Would Plone4edu own the copyright on the code?  When we talked to Bob
Morgan (here at the UW), he was saying it usually helps to have
institutional ownership of the project code (one institution rather than
several, and it can be a foundation).  It sounds like the Plone Foundation
owns the core Plone product, but usually the collective products are owned
by authors/employers, etc.

Also, he said in his experience, the community source licensing isn't as
foolproof as, say, the Apache license.

However, since we're building on Plone, then we would want to use GPL for
add-ons.

-Melody

On Wed, 19 Dec 2007, Kurt Bendl wrote:

> Hi all,
>
> I've been up all night thinking about this (I have a life, really!).
> So, I jotted down some more notes here:
> http://www.plone4universities.org/wiki/ContributingCode
>
> Instead of waiting for a response on the wiki, I'm going to spam the
> list with my latest rant:
>
> Project vs Foundation and Contributor's Agreements --KurtB?, Wed, 19
> Dec 2007 09:46:58 +0100 reply
>
> So, after much discussion, it seems to me (not any collective
> consciousness) that at this nascent stage, simply submitting a
> Contributor License Agreement (CLA) to a "Project", and having those
> scanned and posted to the web should suffice. I spoke briefly to
> someone at the Software Freedom Law Center about this. And she seemed
> to think this a good approach at this time. That way, we can get
> started coding and not be bogged-down by waiting for the legal
> wranglings involved in setting up a 501c3.
>
> It's possible we could do digital signing, but I believe most
> institutions are comfortable with a traditional paper and ink
> contributor's agreement. We could designate a fax and physical mailing
> address, and have individuals, businesses, and institutions send
> completed CLAs? to one of those.
>
> There's some background and info on the "Community Source" model at
> http://en.wikipedia.org/wiki/Community_source That article also has an
> interesting discourse on "Community Source" vs "Open Source" or "Free
> Software". It's my opinion that some of the latter parts of the
> article are fluff and need more attention, but what do I know?! :-)
> It's was an interesting read.
>
> Foundation +-
> It's also been suggested that we (institutions) think about the Sakai
> model, where universities not only enter into an agreement, but commit
> funds to membership. Definitely a 501c3 process there. Maybe we can
> discuss this further. But, I think (remember, this is just my personal
> opinion) we need to get started on code, and that means a CLA with the
> "Project" for now.
>
> Just for testing, I've co-opted the Apache Corporate CLA
> http://www.apache.org/licenses/cla-corporate.txt and Individual CLA
> http://www.apache.org/licenses/icla.txt, lightly changing some nouns.
> I sent another note to the SFLC folks with an example, to see if they
> will give us some feedback on whether that will create any conflict
> with the GPL.
>
> Here's a snippet/idea:
>
> #################################################
>                      The Plone4Edu Software Project
>                Software Grant and Institution or Corporate
>                  Contributor License Agreement ("Agreement")
>                      http://www.plone4edu.org/licenses/
>                              (v r1)
>
>
>   Thank you for your interest in The Plone4Edu software project (the
>   "Project"). In order to clarify the intellectual property license
>   granted with Contributions from any person or entity, the Project
>   must have a Contributor License Agreement (CLA) on file that has been
>   signed by each Contributor, indicating agreement to the license terms
>   below. This license is for your protection as a Contributor as well
>   as the protection of the Project and its users; it does not change
>   your rights to use your own Contributions for any other purpose.
>
>   This version of the Agreement allows an entity (the "Institution") to
>   submit Contributions to the Project, to authorize Contributions
>   submitted by its designated employees to the Project, and to grant
>   copyright and patent licenses thereto.
>
> ....
> #################################################
>
> Okay, it's a total rip-off of the Apache CCLA, but you get the idea.
>
> It's also been suggested we consider co-opting the Internet2 License,
> ICLA. and CCLA. A link to those is:
> http://www.internet2.edu/membership/ip.html#appendix_c IMHO, the
> Internet2 Intellectual Property Framework document gives me cause to
> pause. I'd like to keep it more simple, if possible. But, I'm no
> lawyer. GPL just seems to work.
>
> Please add your ideas, feedback, experience, and opinions. I think we
> can come to a workable solution to this in a reasonable time frame.
>
> Oh, there was no apple pie consumed in the production of this rant. At
> least not be me.
>
> -kb
>
> _______________________________________________
> Educational mailing list
> [hidden email]
> http://lists.plone.org/mailman/listinfo/educational
>

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[Kurt Bendl]

The impression I got from the person at the Software Freedom Law Center
was that the "Project" would own the code, no particular official or
unofficial corporation. Now, I'm personally happy with the idea of a 501c3
corporation. Setting one up is a hassle, from what everyone tells me.
However, if some institution is willing to pony up the legal expertise,
I'm all for it. I'm personally leaning on the legal geeks at UofL
for their input, and am going to ask them if they're willing to do the work
if we (that's you and me and all of us who are interested and involved)
come to a decision we want to incorporate, setup a board and bylaws,
and show up at meetings (I nominate everyone else as chair, secretary,
and members!)

I'm also more inclined to go GPL. since that's what
Plone uses, and GPL is already proven dependable. (There's also
a lot of traffic and noise about GPL 3, and so far I tend to lean
toward 2 based on the conversations I've been reading. But I can
be convinced otherwise with a good argument and/or beer.)

Question to Melody (and other WU-ers):
There's a guy here at UofL in our with our institutional property
unit, Matthew Hawthorne, who seems really eager to work with us,
and he says he knows people at WU.  Do you think it would be
prudent to get he and Bob Morgan together to talk?

And, what says the Penn State contingent? (You guys rule!)
Your legal beagles have been working on stuff like this, too.

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[Melody Winkle]

If the project can own the code that sounds good to me.  I did bring this up
with Jon Stahl, and his first thought was that the Plone Foundation probably
wouldn't want to own the project code.  But if we did want to go that
direction, we could ask the board if it would be possible.  He did highly
encourage GPL 2 for licensing, saying that if any plone4edu products import any
core Plone code, that product would need to be GPL 2. So it would be simpler to
just use the same license.

I'm inclined to ask Bob Morgan about the plone4edu project owning the code and
see if that rings any alarms.  He said it'd be fine to ask him questions,
(although we'll need plone4edu people to drive it).

-Melody

On Thu, 20 Dec 2007, Kurt Bendl wrote:

> The impression I got from the person at the Software Freedom Law Center
> was that the "Project" would own the code, no particular official or
> unofficial corporation. Now, I'm personally happy with the idea of a 501c3
> corporation. Setting one up is a hassle, from what everyone tells me.
> However, if some institution is willing to pony up the legal expertise,
> I'm all for it. I'm personally leaning on the legal geeks at UofL
> for their input, and am going to ask them if they're willing to do the work
> if we (that's you and me and all of us who are interested and involved)
> come to a decision we want to incorporate, setup a board and bylaws,
> and show up at meetings (I nominate everyone else as chair, secretary,
> and members!)
>
> I'm also more inclined to go GPL. since that's what
> Plone uses, and GPL is already proven dependable. (There's also
> a lot of traffic and noise about GPL 3, and so far I tend to lean
> toward 2 based on the conversations I've been reading. But I can
> be convinced otherwise with a good argument and/or beer.)
>
> Question to Melody (and other WU-ers):
> There's a guy here at UofL in our with our institutional property
> unit, Matthew Hawthorne, who seems really eager to work with us,
> and he says he knows people at WU.  Do you think it would be
> prudent to get he and Bob Morgan together to talk?
>
> And, what says the Penn State contingent? (You guys rule!)
> Your legal beagles have been working on stuff like this, too.
>

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[WouterVH]

Melody Winkle schreef:
> If the project can own the code that sounds good to me.


Reading up on all the mails on this topic, I don't understand
why this should be the first priority.


The first priority,  is  to get *permission* from your insitution
to release your own code as open source,
under GPL2 for example for stand-alone alone Products.

Second priority is to check wether you are allowed to make contributions
to existing open source code.

These are the first necessary steps, while the whole topic already focusses
on *transferring copyright*.

IMHO, Universities shouldn't  *transfer* their copyright at all,
They are big enough to take care for themselves in case of copyright
violations.

Transferring copyright to a project that only virtually exists as a
website with no real organisation behind it,
and no funding,  might not be the best idea.
It's even contradictory to the reason why such transfer-agreements exist
in the first place:  you usually transfer it to a *stronger*  party that
has bigger power to enforce the copyright in case of violation.







--
ir. Wouter Vanden Hove
Netcentric.be
Research and Development

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[Kurt Bendl]

Hello!

> The first priority,  is  to get *permission* from your insitution
> to release your own code as open source,

Exactly. That's why we're wrangling with the contributor's agreement.
Universities do tend to make some money on intellectual property. And,
to get the IP and legal people to agree to allow us to contribute code
to any open source project, they'll probably want to put a box around
exactly what project we're contributing code to. It'll be easier to
get them to agree to allow us to give time/code/money to a specific
project, than any project we want to. As long as they see value in
what we're doing, I don't think we'll have a problem convincing them
it's a good thing we participate.

The folks at UofL seem open to collaborating and allowing us to
contribute to the plone4edu idea. That's good. And, I think that if we
have at least one or two other universities that signon to to the
project, it'll set a precedence making it easier for other
institutions to join in. But we need a contributor's agreement that
can be signed by an employer (or university) so none of us need to
worry about getting sued because someone contributed code to this
particular project without authorization from the employer. I trust
that lawyers will go for the money. I believe a contributor license
agreement will protect each of us from that occurring.

If I'm wrong, somebody tell me. I'm just figuring it out!  :-)

-kb



On 12/21/07, Wouter Vanden Hove <[hidden email]> wrote:

> Melody Winkle schreef:
> > If the project can own the code that sounds good to me.
>
>
> Reading up on all the mails on this topic, I don't understand
> why this should be the first priority.
>
>
> The first priority,  is  to get *permission* from your insitution
> to release your own code as open source,
> under GPL2 for example for stand-alone alone Products.
>
> Second priority is to check wether you are allowed to make contributions
> to existing open source code.
>
> These are the first necessary steps, while the whole topic already focusses
> on *transferring copyright*.
>
> IMHO, Universities shouldn't  *transfer* their copyright at all,
> They are big enough to take care for themselves in case of copyright
> violations.
>
> Transferring copyright to a project that only virtually exists as a
> website with no real organisation behind it,
> and no funding,  might not be the best idea.
> It's even contradictory to the reason why such transfer-agreements exist
> in the first place:  you usually transfer it to a *stronger*  party that
> has bigger power to enforce the copyright in case of violation.
>
>
>
>
>
>
>
> --
> ir. Wouter Vanden Hove
> Netcentric.be
> Research and Development
>
> _______________________________________________
> Educational mailing list
> [hidden email]
> http://lists.plone.org/mailman/listinfo/educational
>

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[WouterVH]

Kurt Bendl schreef:

> Exactly. That's why we're wrangling with the contributor's agreement.
> Universities do tend to make some money on intellectual property.

Sure,  intellectual property that results from doing original research.
I doubt however that creating a new faculty-portal  falls under this
category.


> to get the IP and legal people to agree to allow us to contribute code
> to any open source project, they'll probably want to put a box around
> exactly what project we're contributing code to.

They would probably *want* that, if they receive no further arguments.
However it's unworkable in practice.

Because in relation to Plone there is no specific "project",
each Plone Product, Python library, or even just an egg on PyPi
is a "project" in itself.

Just look at the buildout Andreas created:
CMFBibAT, FileSystemStorage, FacultyStaffDirectory, Reflecto, ...

All of them are separate projects, coming from different repositories
,different authors,  different licenses,...

And none of them have any direct relation to Plone4Universities,
the only thing they have in common  is the fact they might be useful in
an educational setting.

>  It'll be easier to
> get them to agree to allow us to give time/code/money to a specific
> project, than any project we want to.

If you are building an CMS / portal / platform based on open source
components
you should get permission to contribute to the open source components
you are intending to use.

The alternative would be to rewrite it from scratch.


For the people who don't know this essay from Richard Stallman
"Releasing Free Software if you work at a University"
http://www.gnu.org/philosophy/university.html



--
ir. Wouter Vanden Hove
Netcentric.be
Research and Development

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