Subject: Open Software License version 1.0
From: "Lawrence E. Rosen" <lrosen@rosenlaw.com>
Date: Sun, 28 Jul 2002 12:37:53 -0700
Sun, 28 Jul 2002 12:37:53 -0700
Attached for your review is version 1.0 of the Open Software 
License (OSL).  I am submitting the OSL to Open Source 
Initiative for its approval.  

The OSL is intended to serve the same functions as the GPL 
except that it is a contract, and to be interpreted under 
contract law, rather than a copyright license.  

Here are the major highlights of this license and its 
differences from the GPL:

* This license applies to any original work of authorship, 
meaning that it can be applied to software, documentation, 
music, art, or any other copyrightable work.  The GPL applies 
only to software.

* The first sentence describes the mechanism for associating 
this license with an Original Work.  This is more efficient 
than a template license.  No such provision is in the GPL.

* Section 1 is an explicit copyright grant, including all 
rights listed in 17 U.S.C. §106.  The proviso in section 
1(c) is a reciprocity provision equivalent to that in the 
GPL.  This license is not sublicenseable, meaning that the 
licensor retains privity of contract (and hence the right to 
enforce this license) with all who obtain the Original Work.

* Section 2 is an explicit patent grant.  The grant extends 
only to claims that are embodied in the Original Work.  This 
license is also not sublicenseable, meaning that patent 
rights come directly from the licensor and the licensor can 
sue directly to enforce the patent license.

* Section 3 describes clear procedures for publishing, or 
otherwise making available, source code to the software.  

* Section 4 excludes trademarks and other forms of 
intellectual property of the licensor from the license grant. 
 For example, rights are not granted to inventions that are 
merely described in the Original Work (for example, in a book 
*about* an invention) but are not embodied in it.  

* Section 5 contains a warranty that the licensor owns (or 
has the right to license) the Original Work.  This provision 
differs from the GPL and most other open source licenses.  In 
all other respects, the software is licensed AS-IS.

* Section 6 contains an express limitation of liability, 
designed to protect the licensor from damaging lawsuits.  

* Section 7 makes it clear that this license is a contract.  
If the license is not accepted as a contract, however, no 
license is granted under copyright law.  This is the opposite 
of the GPL.  This section also makes clear that the license 
is immediately terminated upon the licensee's failure to 
honor the reciprocity obligations of section 1(c).

* Section 8 provides that any lawsuits relating to this 
license are to be maintained in the licensor's venue and 
under the laws of that jurisdiction.  This is not dealt with 
in the GPL.

* Section 9 provides for attorneys' fees payable to the party 
that prevails in any lawsuit.  This is not dealt with in the 
GPL.  An attorneys' fees provision can help ensure that 
attorneys are available to help enforce the license.

* Section 10 allows for new versions of the license.

* Section 11 contains severability and merger provisions.

* Section 12 defines "You" to handle legal entities who are licensees.

* This license is copyright by me to prevent others from 
modifying it (and thereby confusing the public!).  If you 
want to suggest changes or improvements to this license, 
contact me directly.

/Larry Rosen
lrosen@rosenlaw.com
www.rosenlaw.com
707-485-1242
fax: 707-485-1243


Open Software License

OPEN SOFTWARE LICENSE

Version 1.0 dated =7/27/2002

This Open Software License (the "License") applies to any original =ork of authorship (the “Original Work”) whose owner (the “Licensor”) =as placed the following notice immediately following the copyright notice for the =riginal Work:  “Licensed under the Open Software License version =1.0.” 

License Terms

1.      Grant of Copyright License.  Licensor hereby grants You a world-wide, royalty-free, non-exclusive, perpetual, non-sublicenseable license to do =the following:

a.       to reproduce the Original =ork in copies;

b.       to prepare derivative =orks (“Derivative Works”) based upon the Original Work;

c.       to distribute copies of =he Original Work and Derivative Works to the public, with the proviso =hat copies of Original Work or Derivative Works that You distribute shall be licensed under the Open Software License;

d.       to perform the Original =ork publicly; and

e.       to display the Original =ork publicly.

2.      Grant of Patent License.  Licensor hereby grants You a world-wide, royalty-free, =on-exclusive, perpetual, non-sublicenseable license, under patent claims owned or =ontrolled by the Licensor that are embodied in the Original Work as furnished by =he Licensor (“Licensed Claims”), to make, use, sell and offer for sale =he Original Work.  Licensor hereby grants You a world-wide, royalty-free, non-exclusive, perpetual, non-sublicenseable license under the Licensed =Claims to make, use, sell and offer for sale Derivative Works.

3.       Grant of Source Code License.  If the Original Work is computer software, =icensor hereby agrees to provide a machine-readable copy of the Source Code of =he Original Work along with each copy of the Original Work that Licensor =istributes.  Licensor reserves the right to satisfy this obligation by placing a machine-readable copy of the Source Code in an information repository reasonably calculated to permit inexpensive and convenient access by You =or as long as Licensor continues to distribute the Original Work, and by =ublishing the address of that information repository in a notice immediately =ollowing the copyright notice that applies to the Original Work.  The term =93Source Code” means the preferred form of the Original Work for making modifications =o it and all available interface documentation.

4.      Exclusions From =icense Grant.  Nothing in this License shall be deemed =o grant any rights to trademarks, copyrights, patents, trade secrets or any other intellectual property of Licensor except as expressly stated herein.  =o patent license is granted to make, use, sell or offer to sell embodiments of =ny inventions described in the Original Work.  No right is granted to the trademarks of Licensor even if such marks are included in the Original =ork.  Nothing in this License shall be interpreted to prohibit Licensor from licensing under different terms from this License any Original Work that Licensor otherwise would have a right to license.

5.      Warranty and =isclaimer of Warranty.  LICENSOR =ARRANTS THAT THE COPYRIGHT IN AND TO THE ORIGINAL WORK IS OWNED BY THE LICENSOR OR THAT =HE ORIGINAL WORK IS DISTRIBUTED BY LICENSOR UNDER A VALID CURRENT LICENSE FROM THE COPYRIGHT OWNER.  EXCEPT AS EXPRESSLY STATED IN THE IMMEDIATELY =RECEEDING SENTENCE, THE ORIGINAL WORK IS PROVIDED UNDER THIS LICENSE ON AN “AS =S” BASIS, WITHOUT WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT =IMITATION, THE WARRANTY OF NON-INFRINGEMENT AND WARRANTIES THAT THE ORIGINAL WORK IS MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE.  THE ENTIRE RISK AS TO =HE QUALITY OF THE ORIGINAL WORK IS WITH YOU.  THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE.  NO LICENSE TO ORIGINAL =ORK IS GRANTED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

6.      Limitation of =Liability.  UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL =HEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL THE =ICENSOR BE LIABLE TO ANY PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR =ONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING AS A RESULT OF THIS LICENSE OR THE USE =F THE ORIGINAL WORK INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF =OODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER =OMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH PERSON SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION OF LIABILITY SHALL NOT =PPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM SUCH PARTY’S =EGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.  SOME =JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL =AMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.

7.      Acceptance and =Termination.  Nothing else but this License (or another =ritten agreement between Licensor and You) grants You permission to create =Derivative Works based upon the Original Work, and any attempt to do so except =nder the terms of this License (or another written agreement between Licensor and You) is expressly prohibited by U.S. copyright law, the equivalent laws of =ther countries, and by international treaty.  Therefore, by exercising any =f the rights granted to You in Section 1 herein, You indicate Your acceptance =f this License and all of its terms and conditions.  This license shall =erminate immediately upon Your failure to honor the proviso in Section 1(c) =erein.  In the event of termination under the previous sentence, all licenses that =have been validly granted by You hereunder prior to termination shall survive termination. 

8.      Jurisdiction, =enue and Governing Law.  You agree =hat any lawsuit arising under or relating to this License shall be maintained in =he courts of the jurisdiction wherein the Licensor resides or in which =Licensor conducts its primary business, and under the laws of that jurisdiction excluding its conflict-of-law provisions.  Any use of the Original =ork outside the scope of this License or after its termination shall be subject to =he requirements and penalties of the U.S. Copyright Act, 17 U.S.C. § 101 =t seq., the equivalent laws of other countries, and international treaty.  =his section shall survive the termination of this License.

9.      Attorneys =ees.  In any action to enforce the terms of =his License or seeking damages relating thereto, the prevailing party shall be =ntitled to recover its costs and expenses, including, without limitation, =easonable attorneys' fees and costs incurred in connection with such action, =ncluding any appeal of such action.  This section shall survive the termination =f this License.

10.  New Versions.  Once the Original Work has been published under a particular version of =his License, You may always continue to exercise the rights granted in =Section 1, 2 and 3 herein under the terms of that version.  You may also choose to =xercise those rights under the terms of any subsequent version of this License published by the Open Source Initiative.

11.  Miscellaneous.  This License represents the complete agreement concerning the subject =atter hereof.  If any provision of this License is held to be unenforceable, =uch provision shall be reformed only to the extent necessary to make it enforceable.  

12.  Definition of “You” in This =License.  “You” throughout this License, =hether in upper or lower case, means an individual or a legal entity exercising rights =nder, and complying with all of the terms of, this License.  For legal entities, =93You” includes any entity that controls, is controlled by, or is under common =control with you.  For purposes of this definition, “control” means (i) =he power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such =ntity.

This license is Copyright (C) =002 Lawrence E. Rosen.  All rights reserved.  Permission is hereby =ranted to copy and distribute this license without modification.  This license may =ot be modified without the express written permission of its copyright =wner.