Contributor agreement (was Re: what I did on my patch-pilot week)

[David Ingamells]

John Arbash Meinel wrote:
> There is
> http://www.canonical.com/contributors/faq
>
> If that helps.
>
> John
> =:->
>
>
>   
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.

David.

Item 1:

    * "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).

Item 5:

    * 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.

Item 7:

    * 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.]

Item 8:

    * 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
      and interpret.

Item 13:

    * 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.