Subject: Re: Order entry application user group
From: "Tim O'Reilly" <>
Date: Fri, 26 Nov 1999 11:23:16 -0800

Brian Bartholomew wrote:
> What sort of contractual legal arrangements could you propose, such
> that the software users **as a group** own the IP, and hire the
> developers to work on it?
>         The group elects a board and officers to represent and act for it?
>         The officers may tax the users to hire developers?
>         Outsiders may join the group by paying an amount which is
>         rebated to existing members, and calculated to reduce existing
>         members' pay-ins from cost/n to cost/n+1, plus profit to
>         existing members for the risk of being earlier adopters?
>         Insiders may leave the group and avoid future taxes, and
>         continue to use and grow their existing software versions?

I wasn't thinking of anything so complex, but instead using the same
good faith mechanisms that the open source community uses.  All of the
customers currently have access to the source because of our source code
escrow agreements with the original vendor.  My point was that we should
try to keep our respective versions from forking, and maximize the
amount of shared code in future updates, by setting up some kind of
mechanisms whereby we could share them, other than through the contract
developers whom we are each hiring (some of whom work for several of

There are some issues in that if there's enough business here, one or
more of the contract developers may take over the IP from the original
bankrupt vendor, and us doing it as a group might be a better answer. 
But it matters less to me who owns the IP than how they act to extend
it.  I don't worry about who owns Linux or Perl, because I know that no
one does.  That's what I'd (at least naively) like to see here:  each
owns his or her own extensions (or contributes them under an open source
license to whomever has the greatest gravity of IP and the greatest
incentive to continue).  

It seems to me that you need a structure such as you suggest only if the
code is under a proprietary license.  If it's under an open source
license, all we need are mechanisms for implementing shared work.

In some ways, the problem is less of one of creating an organization
with rules, and more of one of providing mechanisms similar to those
used by open source communities, for increasing the visibility of code,
making it easier to share and comment.

In many ways, this is related to the mission of, which is, in
effect, trying to build services for distributed development on an open
source model.  A lot of the early publicity has gone towards
sourceXchange, which is really only one application of the core concept.

This is another.  

> Sounds somewhat like a union, doesn't it?
> This is a much different structural arrangement than fiduciary limits
> on a company, but I hope to produce much the same results.
> A member of the League for Programming Freedom (LPF)
> -------------------------------------------------------------------------------
> Brian Bartholomew - - - Working Version, Cambridge, MA

Tim O'Reilly @ O'Reilly & Associates, Inc.
101 Morris Street, Sebastopol, CA 95472
+1 707-829-0515, FAX +1 707-829-0104,