Contributor agreement (was Re: what I did on my patch-pilot week)
david.ingamells at mapscape.eu
Wed Dec 2 13:46:57 GMT 2009
John Arbash Meinel wrote:
> There is
> If that helps.
I'd like to point out the following issues with the agreement. Some are
mostly typographic but some are serious issues. Since this is a legal
document attention needs to be paid to having no ambiguities nor
(unintentionally) extending the agreement beyond what is intended by
either party. As it is written an astute lawyer could in some
circumstances easily get more than his pound of flesh with any amount of
associated spillage of blood. One needs to remember that while not now
intended Canonical could in the future be taken over by a more hostile
party - consider bankruptcy when IP could be sold off by the liquidator.
* "Assigned Contributions" is "quoted" in the last sentence when the
term has already been used in the first sentence, and is explained
only in item 4 Canonical is not explained in this item instead
only being introduced in item 3. It is general practice in legal
documents to introduce all such terms before using them ( not just
I and Me), usually in the preamble.
Item 1 and 2 together:
* MAJOR ISSUE: If I assign something to Canonical it is because it
is my intention that my contribution is to be made freely
available to the public, however this agreement does not constrain
Canonical to not use the contribution unless they have made even
one release to the public domain. Item 6 only talks about
"ordinarily" which is much less than "always" or even "once". I
would be very annoyed if Canonical, having gained copyright under
this agreement, used my contribution solely for commercial gain.
Item 2 does allow me perpetual rights of distribution, but these
rights do not extend to others. There needs to be a constraint
that the assignment of copyright lapses if the contribution is
never released into the public domain with a free license - e.g.
Canonical has no right to use the contribution or enforce the
copyright unless it is first released with a Free software License.
Items 3 and 4:
* These are definitions of terms and not actually anything that has
to be agreed. They should be introduced in a preamble, and
Canonical also included (see item 1 above).
* MAJOR ISSUE: Apparently this point is already under discussion.
This item places an onerous burden. For example what constitutes
an expense? Would it include my man-hours at commercial rates for
my professional level? "Acts" could include me being required to
travel to England or elsewhere and stay there for a lengthy court
case during which time I could not perform my professional
function and earn my wages.
* This as worded includes violation of patents that are not used
within my Assigned Contribution. It should be limited to patents
infringed by the contribution only. Suppose I have a patent that
is not related to my contribution, but that another portion of the
software that is unknown to me violates my patent, or later
another party makes such a contribution, then I must retain the
right to enforce my patent. [I might add that I personally don't
own patents and am in general opposed to software patents.]
* Should be reworded as "If I am or become aware that any of my
Assigned Contributions infringe any patent ..." . One may be aware
of a patent without realising that the contribution infringes it.
If you've ever read patent documents you would realise that they
are often deliberately written to be very difficult to understand
* Why agree to something that can only be binding by having sent the
agreement? Use "I agree that this agreement is binding if it is
sent attached to an email which contains my name typed in full
which shall constitute ...".
* MAJOR ISSUE: This requirement is open to abuse, as anyone could
send such an email with my name in it without my knowledge and it
is easy to falsify sender's addresses in email as huge amounts of
spam can prove.
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