Subject: RE: OpenSales -- DRAFT developers agreement
From: "Lawrence E. Rosen" <lrosen@rosenlaw.com>
Date: Thu, 31 Aug 2000 11:16:56 -0700

I've read through your DRAFT developers agreement.

One of the basic rules of contract law is that there must be "consideration"
for every contract.  Yet your agreement expressly states that "You do not
want to receive any compensation, at any time, for any reason from OpenSales
or anyone else for your Contributed Code."  If the Contributed Code is a
gift, it can be revoked at any time for any reason.  How do you intend to
get around that?

The statement that "OpenSales Has The Right To Enforce The GNU GPL For Your
Contributed Code" won't work.  Under the copyright law, only the copyright
owner or owner of an exclusive right has the standing to enforce a
copyright.  That is probably why the FSF requires copyright assignment.

If a contributor grants you a license to his Contributed Code under the GPL,
then you have the right to use that code as part of a derivative work
including your own code, as long as your Larger Work is also licensed under
the GPL.  Why isn't that sufficient?

An easy way to ensure that the recipient of Contributed Code has the right
to use that code under the GPL is to insist that the contributor include a
statement like the following in his source:

   (C) Copyright <year> <copyright holder>.  All Rights Reserved.

   This software is subject to the GNU General Public License, Version 2
   (dated June 1991) (the "License").  You may not copy or use this
software,
   in either source code or executable form, except in compliance with the
   License.

   Software distributed under the License is distributed on an "AS IS"
basis,
   WITHOUT WARRANTY OF ANY KIND, either express or implied.  See the License
for
   specific language governing rights and limitations under the License.

Then ANY recipient of the source code can use the software, subject to the
terms of the GPL.

Please explain why you believe that other terms and conditions are
necessary, or why a contributor would be tempted to agree to any such terms
and conditions.

/Larry Rosen

> -----Original Message-----
> From: kmself@ix.netcom.com [mailto:kmself@ix.netcom.com]
> Sent: Wednesday, August 30, 2000 7:40 PM
> To: Free Software Business; License-Discuss list
> Subject: OpenSales -- DRAFT developers agreement
>
>
> OpenSales (my employer) is working on a set of supporting legal
> documents.  We've drafted a developers agreement as part of our code
> submission process, and have posted it for review at
> http://www.opensales.org/html/devagree.shtml
>
> Developer agreements are something I've advocated for companies engaged in
> free software development.  I believe they offer protections to both
> companies and developers.   Their use is somewhat controversial -- the
> FSF has one which requires copyright assignment, XFree86 uses one, as do
> a handful of other projects, but most seem not to use one, or drop those
> which they've used in the past (eg:  Python and CNRI).
>
> Comments and feedback appreciated.
>
> Thank you.
>
> --
> Karsten M. Self <kmself@ix.netcom.com>     http://www.netcom.com/~kmself
>  Evangelist, Opensales, Inc.                    http://www.opensales.org
>   What part of "Gestalt" don't you understand?   Debian GNU/Linux rocks!
>    http://gestalt-system.sourceforge.net/    K5: http://www.kuro5hin.org
> GPG fingerprint: F932 8B25 5FDD 2528 D595 DC61 3847 889F 55F2 B9B0
>