[Board] [Fwd: Geotools Contrib Agreement: new draft and coments]

Chris Holmes cholmes at openplans.org
Tue May 22 21:36:49 PDT 2007

Ok, so Adrian's taken the initiative and cleaned up the document.

I realized that I hadn't seen his exact discussion points that he wanted
us to discuss, but I think most of all of them are basically in line.
The one thing we may want to touch on is patents, as they were in the
first contributor agreement but are not in this one.  The contributor
agreement may not be the best place to deal with them.

If the board/Frank is happy with this version I think we can pass it on
to the lawyers for feedback?  And then hopefully have it in place and
adopted relatively soon.

best regards,


-------- Original Message --------
Subject: Geotools Contrib Agreement: new draft and coments
Date: Wed, 23 May 2007 16:26:27 +0200
From: Adrian Custer <acuster at gmail.com>
To: Chris Holmes <cholmes at openplans.org>

Hey Chris,

I've finished editing the new agreement document based on what I could
guess happened at the meeting. Also below are some comments that may
help the lawyers.

Based on what I understand happened at the meeting, I take it:
       1. The board agreed to consider a FLA derived document
       2. The board wanted to ignore patents
       3. I've kept the ongoing assistance clause since I think we can
          push it through the Geotools community
       4. I've retained the requirement OSGeo keep the source free,
          although I specified this was related to source code
       5. I dropped the special rights of the user
       6. I committed OSGeo to "consult" with us which, as the current
          president Bush demonstrates, means exactly nothing.
       7. I take it my version is worth building on
       8. I'm sending this to you and it's up to you to push it, via
          Frank, to the lawyers (but will be glad to help anywhere along
          the process).

For the lawyers:

The attached document is an attempt by Geotools to craft a document
through which our contributors can grant OSGeo copyright over their
work. The document attempts to balance the needs of project
contributors, the OSGeo foundation, and all users and re-distributors of
the source code, documentation and other works of the project.

OSGeo had prepared a COPYRIGHT ASSIGNMENT (OSGeo CA) document:
which suffers from a number of issues.
       1. Lumps all contributions as if they were source code
       2. Does not consider different legal frameworks
       3. Does not use a
       4. Uses the term "Intellectual Property"
       5. Does not consider re-licensing issues
These are explained in more detail below.

The Free Software Foundation, Europe developed the FIDUCIARY LICENSE
which solves a number of issues with the OSGeo CA.

Issues with the OSGeo CA and the FLA:

I.   Room for different types of contributions:

          Neither the OSGeo CA nor the FLA consider explicitly the three
          different types of contributions which are currently going into
          Geotools. We have contributions of code to be GPL'ed,
          contributions of documents to be FDL'ed, and contributions of
          demonstration code/website contents to be released under BSD (we
          would like to have this in the public domain but there is no
          legal way for us to place it there).

          Even my current draft doesn't deal quite well enough with this
          multi-contribution situation.

II.  Consideration of different Legal frameworks

          The FLA, unlike the OSGeo CA, explicitly considers the different
          legal frameworks worldwide. The OSGeo CA is particularly bad in
          this respect since it tries to do something which is inherently
          impossible, put the 'moral rights' of the Napoleonic code (legal
          systems derived from the French) into the framework of common
          law (legal systems derived from the English). The OSGeo CA
                  This assignment includes all rights of
                  paternity,integrity, disclosure and withdrawal and any
                  other rights that may be referred to as “moral rights,”
                  “artist’s rights,” “droit moral,” or the like.
          however, "moral rights" are exactly those rights which *cannot*
          be assigned but are retained by the author even when she assigns
          all her other "patrimonial" rights to someone. For the
          francophone, see
          followed immediately by
          for an explanation of how the Civil law system thinks about
          these things. On this issue the FLA states:
                  Beneficiary’s moral or personal rights remain unaffected
                  by this Agreement.
          which is the correct reasoning in the Civil Law system.

          The OSGeo document also doesn't consider contributions which are
          made by a user and are legal but cannot involve copyright. A
          government worker in the US can make contributions to
          Geotools/OSGeo since their work is in the public domain but
          cannot assign copyright over that work (although OSGeo can
          subsequently claim copyright over the work as altered and
          incorporated into the code base). A government worker in Canada
          can make contributions but the Crown will actually retain the

III. Document Structure

          The OSGeo CA document is not visually structured as a two-way
          engagement although that is really what is going on. The
          contributor is granting copyright and OSGeo is immediately
          re-licensing. The FLA makes this dual exchange clear by having
          two indented paragraphs separating out the two parties and a
          section each for the commitment of each side.

IV.  Intellectual property

          Paraphrasing Richard Stallman:

                  Anyone using the terms 'Intelectual property' is either
                  confused themselves or is trying to confuse you.

          Indeed, this is sloppy shorthand for 'all that legal stuff
          around rights like property rights but for things which are not
          in reality exclusive'. Since the idea groups together things
          which are totally different---copyright, trademark, patents---we
          would do well to steer very clear of the term, most especially
          in a legal document. The FLA doesn't use the term but the OSGeo
          CA does.

V.   Re-licensing

          Part of the reason to assign copyright to OSGeo is to provide
          some way to re-license the code under a new version of the GPL,
          e.g. GLPv3. However if OSGeo has the right to re-license, it
          necessarily has the right to re-license under any license
          including a proprietary license. While no one images OSGeo will
          do so, it doesn't hurt to make this explicit.

          This raises two issues: (1) How do we make this explicit and (2)
          how does OSGeo decide to re-license.

          The first issue can be solved in two ways: explicitly in the
          document like in the FLA or ignoring the issue in the document
          and trusting OSGeo to remain constrained by its charter.
          Discussions with Frank and others at various times, seemed to
          suggest that the second solution would be easier for you all to
          agree to while the first solution is preferred by the Geotools

          The resolution of the second issue seems to revolve around
          including language of the OSGeo decision being reached 'in
          consultation with' the Project Management Committee'. To have
          our cake and eat it too, we Geotools contributors would like to
          imagine OSGeo would only consider a re-licensing at the request
          of the PMC and re-license to the license picked by the PMC but
          that OSGeo could override the PMC or operate without it if the
          PMC became blocked or disfunctional. In practice this is what is
          liable to happen so it is unclear to what extent this needs to
          be spelled out.

Based on these issues, a member of the Geotools community has edited the
FLA into a document suitable for the needs of the Geotools project. This
document is attached below.

Issues with the edited FLA:

The following issues remain with the document:

I. Section 1, last paragraph

Is the explicit definition of subsidiaries still needed? It was taken
from the earlier Individual Contributor Agreement:

II. Section 2, last paragraph

The nature of the geotools project is a bit vague. In a future version
of this document, once Geotools graduates from incubation to be a full
fledged project of OSGeo, we should be able to simplify the wording.

III. Renewal

Because in some countries, e.g. France, it is not possible to make a
contract on future contributions, we will need to develop a document
renewing the agreement document every year. Perhaps you have a
suggestion on how to craft such a renewal document.



Chris Holmes
The Open Planning Project

Chris Holmes
The Open Planning Project
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