Subject: Re: Business Alliances
From: Norbert Bollow <nb@cisto.com>
Date: Fri, 7 Mar 2003 19:35:39 +0100 (CET)

Seth Gordon <sethg@ropine.com> wrote:

> Free software does not remain free because it is sponsored by a
> company with a Free Software reputation; it remains free because of
> its license.

This is unfortunately not 100% true.  If it turns out that a program
uses some patented algorithm or whatever, then it probably becomes
non-free.

>  IBM sells plenty of proprietary software, and has a
> massive patent portfolio to boot, but if they release some code
> under the GPL, I don't see why I shouldn't work with it.

What if IBM holds a patent on some algorithm (or whatever) used in the
software?  What if such a patent exists but IBM doesn't own it?

Whatever the answers to the subtle legal questions may be, I think
it's definately better if the copyright of the software is held
jointly by both you and IBM (as opposed to it being held just by IBM
alone) and IBM doesn't have any contractual rights to re-license the
software without your consent.

>; if I run a company that has the opportunity to form a partnership
> with IBM, leading to the development of more free software, I don't see
> why IBM's lack of a Free Software reputation should hold me back.

I agree with this.  But still the business alliance will be
less stable than it would be if IBM was a principled Free Software
company:

 * If IBM assigned strategic importance to having a strong reputation
   as a Free Software company, they'd have a senior manager in charge
   of maintaining this reputation; this additional _attention_ on
   business alliances with companies like yours is likely to make them
   work better.

 * IBM is primarily about profits, not about Free Software.  So if a
   situation should arise where IBM could opportunistically take
   advantage of you, how can you trust IBM not to do that?  You may
   have built a measure of mutual trust with the _individuals_ with
   whom you've been dealing at IBM, but what if/when new people are
   put in charge of the business alliance?  In an alliance with a
   Free Software company this concern still exists, but to a lesser
   degree, because hurting the business alliance is hurting the Free
   Software community, and both parties have reasons to expect that
   the other party would not want that to happen.

 * Again, since IBM is primarily about profits, not about Free
   Software, at least amonge the managers (who make the important
   decisions) the corporate culture must necessarily be very different
   from the culture of a Free Software company.  Such cultural
   differences make it more difficult to make business allainces work
   out.

 * The business alliance could go sour because at some stage IBM might
   decide that they want to use the joint Free Software project as
   a "loss leader" for marketing some proprietary stuff, for example
   an evil proprietary protocol for encryption and/or authentication).

> Furthermore, a company that devotes itself to free software may
> radically change its business strategy, disappointing anyone who relied
> on its Free Software reputation.

Yes, this is a very valid concern.  I think the best way to address it
will probably be to make a contract with the FSF in which a company
promises to forever remain a Free Software company.  I have discussed
this idea with the FSF some time ago; they expressed interest in the
idea but said that I'd have to find a lawyer who will figure out what
exactly the contract should say.

The challenge here is that I can't afford this unless I find a lawyer
who is willing to do this pro-bono.  Does anyone here know a compentent
lawyer who may be interested in creating a FDL'd sample contract for
this?

> Cases in point: VA Software, ArsDigita.

I observe that both of these stories were deeply linked to the
"dot com bubble" and therefore give little evidence on what will
happen in more normal economic climates.

Greetings, Norbert.

-- 
Founder & Steering Committee member of http://gnu.org/projects/dotgnu/
Norbert Bollow, Weidlistr.18, CH-8624 Gruet (near Zurich, Switzerland)
Tel +41 1 972 20 59        Fax +41 1 972 20 69       http://norbert.ch