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Open Source/Proprietary - An Issue of Two Codebases?
g00mba_b0y asks: "For the past year I and a small team of developers have been working on an open source targeted, general business application framework. I say targeted because we have not yet selected a licensing model and placed the code in the public domain (we are working on some specific functional targets). I recently demonstrated the framework to a potential client who liked what they saw, and wants to use the software for their flagship product. In addition, they want to hire me to further the development of the framework as well as participate in the development. The sticking point is the structure of the legal agreement. I'm really interested in two things: the experiences of developers who are doing something like this (how did you address the IP issues); and links to any information on this subject."
"We agree in principle that the framework related development that they will be funding should be available for open source licensing, while code related to their business should remain proprietary. The tough part is coming up with a legalese definition of where the boundary lies, and a means of addressing disagreements when they occur.
I've done my homework and found a ton of information on licensing strategies, motivations for OSS, etc., but nothing so far that addresses how companies, who are funding open source initiatives alongside commercial development efforts, draw the line between the two."
dual licensing. you can obtain a mysql database under gpl, or you can purchase a mysql database license from the company that develops it if the gpl doesnt suit your needs. this also applies for mysql drivers.
Just release 2 versions. GPL & Alladin Ghostscript.
As long as you don't have an exclusive agreement with them it isn't really an issue. License one to the customer however they want, license the other however you want to others.
OBDisc:I don't know anything about your product...
/t
Seems to me that if it's a modular/plugin architecture then the framework and some modules can be OSS whilst other modules are proprietary. As i understand it, this is how the netbeans IDE works. (let's try not to get bogged down flaming SUN's Public License - i'm sure this kind of thing could work under an Apache License as well)
#!/usr/bin/english
Never forget the power of dual-licensing. If the body of developers is small and you can get everyone to agree, you can always have the same code licensed under two difference licenses (similar to what the Qt people at TrollTech do).
However, if you ever accept patches from the general body of developers, you will have to make sure that author of the patch agrees to both licenses or redo the patch yourself.
You can dual license your code if you are the copyright owner. You can release your framework to the world using the GPL and use a different license for your clients.
You must be careful with the license you offer to your clients, can they change your framework's code? can they make derivative products? Depending on the ammount of freedom you want to give them you may need to create your own license for your clients.
Life isn't like a box of chocolates. It's more like a jar of jalapenos. What you do today, might burn your ass tomorrow.
Have a look at Eclipse web site. IBM develops and sells WSAD and uses the open-source Eclipse framework for base functionality. FAQ's have a few scenarios under which you can use Common Public License (roughly the same as MPL) with commercial software.
"The deluded are always filled with absolutes. The rest of us have to live with ambiguity." - Aristoi, Walter Jon Willia
Repeat after me: placing IP into the public domain precludes any sort of licensing agreement.
Public domain means you have no claim of ownership.
You tell me how "whilst" differs from "while," and I'll stop calling you a pretentious jackass.
If it's public domain, there's no copyright on it, and you can't enforce any license. Public domain means that there are no restrictions on it at all.
Be really careful with using the term 'public domain'. If you put something into 'the public domain', then all licenses and copyright notices you attach to the program are for naught. 'Public domain' means something very specific in legal terms; it means that anyone can do anything they want, whatsoever, to your code, which includes removing copyright notices.
If it is in the PD, you should still be able to copyright new code. However, you may be limited in the licenses you use. For example, public domain is not GPL-compatible (it doesn't have the GPL's added restrictions in the name of freedom).
As others have mentioned, look into dual-licensing. Have a lawyer write up a contract and license for you - it may save you headaches later.
I can't say that I don't give a fuck. I've just run out of fuck to give.
I assume from what you've written that the problem is that the person who wants to employ you does not want the source code to become open and you'd like to see an open source version of the code.
The key thing to clear up is who owns the copyright on the code. If you own the copyright then you can choose how and when you release the code (open or closed). But it's vital that you keep control of the copyright since it gives you the maximum flexibility. (This is achieved in my project, POPFile, through the POPFile License Agreement).
Specifically,
1. You should make clear to the employer that you hold the copyright and that the code is valuable property which you are willing to license to them in exchange for X.
X could be a job with them, or it could be $$$ or royalties. Exactly what depends on what you want out of the agreement.
2. The license to the company needs to be non-exclusive (giving you the freedom to license to someone else), or exclusive with an exception for an open source version of the code.
3. Once the agreement is in place release the code under the GPL. This will help protect the company's investment because anyone else using the code will be forced to release their code lowering the likelihood that someone else will try to make money off it.
4. When you get contributions from the community who are using the GPL code make sure that you get signed agreements from the contributors transferring copyright to you so that your source base is not contaminated and you maintain control of the copyright. (I've included the text of the agreement we use for POPFile below for reference).
5. Make clear in your contract with the company who owns copyright on the changes that they make or that you make while employed by them. The best solution is that you keep the copyright for yourself.
6. You should expect that the open source version of the code will make the company lower what they are willing to pay (they are after all sharing the code with someone else). You need to argue back that in fact you will be leveraging the open source community to improve the product free of charge to them.
The FSF has a page covering copyright issues here: http://www.fsf.org/licenses/gpl-faq.html
and here: http://www.fsf.org/licenses/why-assign.html
John.
Here's what we use for POPFile...
[snip]
POPFILE LICENSE AGREEMENT
CONTRIBUTION DESCRIPTION:
John Graham-Cumming ("jgc") acknowledges, with many thanks, the receipt by jgc
from Licensee of the above-described Contribution ("Contribution") to the
POPFile software and its related documentation.
Licensee confirms to jgc that, to the best of Licensee's knowledge and belief,
the Contribution is free of any claims of parties other than Licensee under
copyright, patent or other rights or interests ("claims"). To the extent that
Licensee has any such claims, Licensee hereby grants to jgc a nonexclusive,
irrevocable, royalty-free, worldwide license to reproduce, distribute, perform
and/or display publicly, prepare derivative versions, and otherwise use the
Contribution as part of the POPFile software and its related documentation, or
any derivative versions thereof, at no cost to jgc or its licensed users and
without any accounting obligation to Licensee of any kind, and to authorize
others to do so.
Licensee hereby acknowledges that jgc may, at his sole discretion, decide
whether or not to incorporate the Contribution in the POPFile software and its
related documentation.
EXCEPT AS OTHERWISE PROVIDED HEREIN, LICENSEE MAKES NO REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ABOVE-DESCRIBED
CONTRIBUTION. BY WAY OF EXAMPLE, BUT NOT LIMITATION, LICENSEE MAKES NO AND
DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE. IN NO EVENT SHALL LICENSEE BE LIABLE TO USERS OF THE
CONTRIBUTION FOR ANY INCIDENTAL, SPECIAL OR CO
Various Licenses [both free and non-free]
Google Directory [Software >> Licensing]
I personally have no experiance, or legal expertise. However, I'd say, to figure out your borders of open/closed source... If your code will run without the business software you're writing, then it's officially open source framework. It's it's "extra" and related to that business software, then that code is closed source. Just an idea. Good luck!
Yes he does need a lawer. However, I don't think there is any harm in asking Slashdot. There might be people on Slashdot who have expierence in this sort of issue, and his lawer might not. He can take their suggestions to his lawer, and discuss the posibilities with him.
...interesting if true.
Now, if the developer is hired as an employee, the situation may be different; it still depends on the contents of the contract.
Slight nitpick - anything you develop on company time belongs to them. Also, possibly anything related to the company's business. Your own projects, on your own time, still belong to you. This is where the currently existing code fits in this article; new code depends on the contract.I can't say that I don't give a fuck. I've just run out of fuck to give.
IP legal problems, like any legal problem, are highly fact-dependent. Yes, it may cost you some money to get a legal opinion. I guarantee it will cost you MUCH more if you don't and have a disagreement later. According to the latest AIPLA (American Intellectual Property Law Association) survey (2001), an IP dispute with $1-3 Million at stake will cost approximately $500,000 to litigate. On the other hand, you can probably get a decent legal opinion for about $10,000 depending on the complexity of the issues.
Recap: $10K for an opinion that minimizes the risk later vs. $500,000 to litigate plus all the headaches / publicity / business interruptions of litigation. You decide.
Laws affecting technology will always be bad until enough techies become lawyers.
The author is developing a framework, which is to be OSS (of some sort). He's also (potentially) developing another body of code, which is specific to one company and closed.
The question is how to separate the two. The GPL is almost certainly inappropriate, as its purpose in life is to infect the "linked" code and force it to be released under GPL as well.
The LGPL exists precisely for this reason. It does not require the linked code to be released under GPL (or LGPL). If you can separate the framework and the app, then this may be the way to go.
(If you can't separate the framework and the app, then it's not really a framework! Maybe a bit of redesign would be needed to keep the separation between modules clean.)
Dual licensing doesn't really solve the problem. Or, rather, it only solves it for one single customer and one single release. You could craft a license for this user that allows them to keep their code, while also releasing the framework under, say, GPL. But then when the customer wants an update, they can't just go and grab the GPL version of 1.1 and use it without GPL'ing their code. And their original license wouldn't apply to any updates. Rather than try to track every customer and every release so that you can keep reissuing special licenses, it would seem to make more sense to adopt a license without the "viral" quality of GPL in the first place.
If you're willing to allow one customer to use the framework in a proprietary product, then it would seem that you don't have a major ideological free-software axe to grind, and thus don't need the GPL stick to go with your software carrot. So it seems you might as well be willing to allow anyone to use that framework in their code. In which case, any of the simpler and "really free" licenses such as BSD would do.
If you do want just this one company to have special access to the framework -- perhaps as some sort of competitive advantage, since they employ you, or the reverse, in an attempt to have a reason for them not to fire you -- then dual licensing with the public license being GPL (to try to shut down other commercial competition) might be the way to go.
Not if the code was written by himself. Derived code only needs to be GPL if the code was acquired by GPL in the first place. Look, for instance, on how Trolltech licences Qt: you can get it by GPL, in which case any further development has to be GPL. On the other hand, you can also buy it from Trolltech under a commercial licence, in which case you aren't bound by the GPL.