Slashdot Mirror
Writing a Contract for GPL'd Code?
An anonymous reader wonders: "I am working as an independent developer for a client I have a long relationship with, and of whom I used to be an employee. I've made informal contracts in the past for development work, but this job is much more significant. Also, the client has gone to court over software development in the past; he was in the right to do so, but I need to cover myself. The product will be released under the (L)GPL and copyrighted by me, and the client will also be agreeing to open the license and give me the copyright on some code I previously developed. I plan to consult a lawyer, but I just want a little more direction before I start investing hours. Are there any resources I should know about, beyond what the FSF has to offer?"
You're getting paid to write code for a client, who is then going to turn around and distribute it freely?
And after you're done with the project, he/she intends to give you ownership/copyright of prior code you've written?
Something sounds a bit fishy to me. Get a lawyer that specializes in cases like this.
No offense intended but I don't think that asking /. about your company policies and methology is actually a fruitfull idea :-)
I've done the exact same thing myself. Make a contract over the functionality and the service delivered that excludes code and implementation specs and agree verbally to GPL all parts exepct any CI and branding stuff the company uses. Think about a generic name for the GPL side of the project. Then anything that goes GPL is entirely in your hands and there's no need for a contract handling the GPL. It's a wonderfull foundation for working with larger partners. They don't have to pay further than needed, no need for both to fight wether they bought a result or some code and you don't need to feel ripped off as there's a funded GPL project out there with your name on it. It's a win-win situation.
We suffer more in our imagination than in reality. - Seneca
Jeez, RTFS. Hes going to talk to a lawyer. He is asking for pointers as to what he should be looking for and thinking about before he goes and pays a jillion dollars per hour. Having a lawyer explain copyright law to you in detail is expensive.
Really, if you dont want to answer his question, dont bother posting.
I also happen to want to know the answer to this. While I am not in this position now, I can foresee it happening in the future.
"If you make people think they're thinking, they'll love you; But if you really make them think, they'll hate you." - DM
Write out simply what you want, and see a lawyer.
It should only take a few minutes.
As far as I see it is essential that write down that the application will be distributed under the GPL and that you'll get the copyrights on the finished work (if that's the deal.) Under the "work for hire" doctrine your employer normally gets the copyrights on your work. ..." in your employment contract; but you should get another paper with the actual transfer.
Copyrights have to be transferred in writing, but a copyright transfer can be seen as payment. You could put something like: "Upon completion of the work [employer] will transfer the copyrights on
I would not mind leaving copyrights with an employer, if I got full relicensing rights. What matters is that I can give permission to xxxBSD to use a BSD license for my code.
Disclaimer: IANAL, use this advice at your own risk. If it breaks, you may keep the pieces, etc. etc.
Remember, this is Slashdot.
extern warranty;
main()
{
(void)warranty;
}
Was this over software ownership, quality of development, or something else? Seems like you know this firm well and you are suspicious. Make sure your lawyer understands why so this perceived risk is covered by whatever you get in writing.
Those who will give you advice here, probably aren't up to snuff on contract law.
Those who are up to snuff on contract law probably won't open themselves to liability by offering advice without the protection of a thorough interview, etc.
The best advice - get a lawyer, read everything twice - and.. just before you sign the contract.. ask the other party to certify that you've talked about and examined everything in the contract in the past - that they haven't added text or hidden anything from you.
Then, if they try to pull out a weird explanation in court, you have their word in front of the wittnesses to the contract to counter that weird interpretation.
-GiH
All that stuff- even the old code being released under the GPL and the copyright officially belonging to you (it's likely that it was not specified originally, and there could be an issue over it in the future if it isn't specified now)- all of it should go in the contract.
IANAL, so what you should do is write down everything you want in the contract, put the thing aside for a day, make sure you didn't forget anything, think about it for another day, then call the lawyer and explain the situation to him and show him the paper.
Care about privacy? Read this!
or at least living in a jurisdiction that doesn't criminalize practicing law without a license, because you just did.
Slashdot "libertarians": Small government for me, big government for those I disagree with. -1, I disagree with you
Anything that takes a lawyer, takes a lot more than "a few minutes". A few HOURS, if you are lucky.
It's probably possible to cut down on the time required if you can find an existing contract that does pretty much what you need.
Would you be so kind as to have the contract GPL'd so it can help the rest of us if we ever end up in the same situation? :)
$_="Slashdotter";$syn="OTT";s;..;;;sub _{print shift||$_};s!ash!Perl !;s=$syn=ack=i;tr+LLEd+BLAH+;_"Just Another ";_
Will you be engaging an external development community as part of this contract? Will you be writing new code from scratch, or integrating it into an existing codebase (and if so, is that existing codebase already open source or not)?
m l
Retaining copyright for yourself is a good idea; you can just make sure the contract grants the other party "perpetual, royalty-free, non-exclusive, irrevocable rights to use, sublicense, and distribute the software" or something like that (I am not a lawyer, though -- and you might want to take out the 'sublicense', depending on your goals, consult a lawyer about that).
I wrote a little bit about this process in
http://producingoss.com/html-chunk/contracting.ht
by the way.
Good luck,
-Karl
http://www.red-bean.com/kfogel
The contract is likely to have enough specifics about the deal here and the state the deal is made in so as to be useless for most everyone else. Attempting to re-use someone else's contract without running it by your own attorney wouldn't be very smart, and since he is almost certainly going to have to make changes to it, why not just let him draft it from scratch?
Edmund: "Baldrick, have you no idea what irony is?"
Baldrick: "Yes, it's like goldy and bronzy only it's made out of iron."
$_="Slashdotter";$syn="OTT";s;..;;;sub _{print shift||$_};s!ash!Perl !;s=$syn=ack=i;tr+LLEd+BLAH+;_"Just Another ";_