[Geotools-devel] Contributor agreement sample

[Jody Garnett]

Thanks Adrian, the points you make are good - I am just not sure what 
the *exact* point of this document is, so I am only playing the messenger.

I will ask the incubator list to consider putting into words what the 
foundation offers.

Cheers,
Jody
------------------
Hey Jody, all,

I've gone in and attacked the license agreement; my changes attached as
both a text and ODF format file. It still needs work but at least you
can see my take on things.

I could not sign the original document with its copious use of
"Intellectual Property" and still be able to look Richard Stallman in
the eye. I also did not like the lack of quid-pro-quo from the
Foundation. In the US at least, a contract is invalid if you get nothing
in return; here I've added more info on why this contract is good for
each of us.

Note I need your help toward the end, in the section on what the
Foundation is agreeing to. Presumably we need to agree on what we want
the Foundation to do and then we can ask them if they will agree to
those things.

--adrian



On Thu, 2006-10-05 at 18:04 -0700, Jody Garnett wrote:
> I have attached a sample contributor agreement to the develop page:
> - http://docs.codehaus.org/display/GEOTOOLS/Develop
> - 
> http://docs.codehaus.org/download/attachments/16158/Individual+Contributor+Agreement.pdf
> 
> This document is from the MapGuide project (so another group has done a 
> sanity check, legal advice etc...). So far the only outstanding question 
> is the address of the OSGeo office.
> 
> Jody
> PS. The original we looked at in March is here 
> (http://wiki.osgeo.org/index.php/Individual_Contributor_License_Agreement_%28CLA%29)
> 
> 
> 
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The Open Source Geospatial Foundation
Individual Contributor License Agreement (“Agreement”) [version avc]


The Open Source Geospatial Foundation (the "Foundation") and the Contributors (the “Contributors”) to the Geotools Project (the “Project”) have decided to collaborate to further the goals of both groups. As part of this collaboration, the Contributors to the Project provide the Foundation with this perpetual and irrevocable license to their contributions of code and documentation; in exchange the Foundation agrees to represent the interest of the Contributors in their joint Project during any future legal conflicts which may arise. The parties together intend that this collaboration will benefit third party users (the “Users”) by protecting the freedoms of all future Users of the Geotools code to use, modify, and redistribute this code subject only to the limitation of not taking these same freedoms away from subsequent users.

The collaboration requires each individual contributor to the Geotools project to sign this Contributor License Agreement ("CLA") and thereby grant to the Foundation a non-exclusive, perpetual, irrevocable, worldwide, cost free, and patent free license to all of the code and documentation contributed by the individual to the project. This document sets out the terms and conditions of the grant. The grant does not change the rights of any Contributor to use their own contributions for any other purpose. 

This agreement will benefit both the Open Source Geospatial Foundation as well as the Geotools Project, and by extension each of the Contributors to the Project. The Foundation both acquires the custody of a significant body of work and gains the prestige which accrues from the involvement of the Geotools Project. The Geotools Project and its Contributors gain legal protection and standing by enabling the Foundation to protect the interests of the Project. The agreement will further benefit both parties by clarifying the rights of all third party users (the “Users”) of the Geotools code  and by ensuring that these Users may enjoy the freedom to use and modify the Code without restriction while gaining the freedom to redistribute the Code with only the limited restriction of being unable to revoke these freedoms from subsequent recipients of the Code.

Each contributor (“You”) is asked to print out, sign, and mail a completed Agreement form to The Open Source Geospatial Foundation, [address]. If necessary, You may send the completed agreement by facsimile to the Foundation at [fax]. The Foundation agrees to counter sign the agreement and provide the project with a scanned image copy of the completed agreement for storage in the Geotools content versioning system. 



I, the undersigned contributor (the “Contributor”) to the Geotools Project, warrant that I am legally authorized to contribute the code and documentation in question, and accept and agree to the following terms and conditions of this Agreement licensing to the Open Source Geospatial Foundation all of my past, present and future contributions to the Geotools Project. 
Full name: 
Contact Information:                                                             
E-Mail:
Address:
Telephone:                                    
Facsimile:                                  
Country:

I, the undersigned representative (the “Representative”) of the Open Source Geospatial Foundation, warrant that I am legally authorized to represent the interests of the Foundation in this agreement, and accept and agree to the following terms and conditions of this Agreement.
Full Name:
Contact Information:
E-Mail:
Address:
Telephone:                                    
Facsimile:                                  
Country:


Definitions:
The “Contributor” shall mean either the original copyright owner or any legal entity sufficient license and distribution rights by the original copyright owner sufficient to enter into this agreement. For legal entities, the entity making a contribution and all other entities that control, are controlled by, or are under common control with that entity will be considered to be a single Contributor. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity. A "Contribution" shall mean any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by the Contributor to the Foundation for inclusion in, or for documentation of, any of the products owned or managed by the Foundation (the "Work"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Foundation or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Foundation for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the Contributor as "Not a Contribution."

Grant of Copyright License.
Subject to the terms and conditions of this Agreement, the Contributor hereby grants to the Foundation and to recipients of software distributed by the Foundation a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute the Contributions and such derivative works.

Grant of Patent License. 
The Contributor affirms that all Contributions to the Foundation are free of any patents claimed by the Contributor or both will be clearly labelled as patent encumbered material and will be contributed with the following license rights. Where patent encumbered material is submitted to the Work, the Contributor hereby grants, subject to the terms and conditions of this Agreement, to the Foundation and to any third-party recipients of the Work as distributed by the Foundation a perpetual, worldwide, non-exclusive, fully-paid, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by the Contributor which would necessarily be infringed by the Contribution(s) alone or by combination of the Contribution(s) with the Work to which such Contribution(s) were submitted, as such Work existed as of the date of the Contribution(s). This patent license shall not apply to any other combinations which include the Contribution(s). If any entity institutes patent litigation against the contributor or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Contribution, or the Work to which the Contributor have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Work shall terminate as of the date such litigation is filed.

Representation of Authority
The Contributor represent that they are legally entitled to grant the above license. If any third party, including any employer(s), has rights to the Contribution(s) as submitted, the Contributor warrants that they have received permission to submit their Contribution(s) on behalf of the third party under the terms of this aggreement, that the third party has waived any rights to the submitted Contribution(s), or that the third party has executed a separate Corporate CLA with the Foundation.

Representation of Original Authorship
The Contributor represents that each Contribution is either an original creation or is submitted on behalf of others according to section 7 of this aggreement. The Contributor represents that any original creations submited include the complete details of any third-party license or other restriction (including, but not limited to, related patents and trademarks) of which you are personally aware and which are associated with any part of Your Contributions.

Refusal of further responsibility
The Contributor refuses any responsibility, under this agreement, to provide support for the contribution to either the Foundation or any subsequent receipient of the Work. The Contributor may however chose to enter separate agreements for the provision of support for free or for a fee but such aggreements will be considered separate from this license agreement. Unless required by applicable law and agreed to in writing, the Contributor provides the Contribution(s) to the Foundation and to any subsequent recipients of the Work on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.

Contributions on behalf of others
Contributors may submit work of Authorship that is not the original creation of the Contributor provided that the submission is separate from any other Contribution, the submisssion includes the complete details of the origin of the submission, includes the details of any license or other restriction to the submited material (including, but not limited to, related patents, trademarks, and license agreements) of which the Contributor is personally aware, and includes a conspicuous label marking the work as "Submitted on behalf of a third-party: [named here]".

Reservation of all other rights
Except for the license granted herein to the Foundation and to subsequent third party recipients of software distributed by the Foundation, the Contributor reserves all right, title, and interest in and to the submitted Contribution(s).

Aggreement of notification
The Contributor agrees to notify the Foundation of any facts or circumstances of which the Contributor becomes aware that would make these representations inaccurate in any respect.

Responsibilities of the Foundation
The Foundation agrees to 

maintain the Work accessible in a location publically accessible over the public internet,

maintain the Work licensed under the original license, the Lesser General Public License (the “LGPL”), or to re-license the Work under a license broadly similar in intent if both (1) the conditions of the LGPL were found to be invalid or were greatly limited by a court of law and (2) a concensus for a new license were reached by the Contributors to the Geotools Project active at the time of the future change,

defend the Work and the freedom it provides third party users from any entity threatening the Work through legal action or other means, by active engagement of the threatening entity, through the filing of legal action on behalf of the Work, or by providing any thrid party wishing to defend the Work with the legal support necessary for the third party to obtain legal standing on behalf of the Work, except that nothing in this agreement shall oblige the Foudation to enter unduly expensive or ruinous litigation.


Signature of the Contributor:
Date:
Location:



Signature of the Foundation Representative:
Date:
Location:
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