replace contribution agreement - STEMLab/geotools GitHub Wiki

Description

In the last year we have had a bit of confusion around our contribution agreement, and have recently received feedback that it was unsuitable for use.
Now we can speculate about why that is (for example it may just require thought by a legal department who are otherwise paid not to take risks), but speculation is not productive.

The solution is to go with a battle hardened agreement that is "easy" for others to adopt.

With that in mind:

1) Adapt the well respect Apache Contribution Agreement(s)
http://www.apache.org/licenses/icla.txt
http://www.apache.org/licenses/cla-corporate.txt

2) Change the organisation to Open Source Geospatial Foundation

3) Change license to LGPL

We have an example of similar approach here:
https://www.qubit-toolkit.org/wiki/Contribute_code

One key advantage of this approach is the use of an [email protected] email address providing an avenue for electronic contribution agreement submissions, rather than only snail mail.

Individual Contributor Agreement

The following is proposed:

                    The Open Source Geospatial Foundation
     Individual Contributor License Agreement ("Agreement") V1.0
                   http://www.osgeo.org/licenses/

Thank you for your interest in The Open Source Geospatial Foundation
(the "Foundation"). In order to clarify the intellectual property license
granted with Contributions from any person or entity, the Foundation
must have a Contributor License Agreement ("CLA") on file that has
been signed by each Contributor, indicating agreement to the license
terms below. This license is for your protection as a Contributor as
well as the protection of the Foundation and its users; it does not
change your rights to use your own Contributions for any other purpose.

If you have not already done so, please complete and sign, then scan and
email a pdf file of this Agreement to [email protected]. Alternatively,
you may send an original signed signed Agreement to:
   
       Attn: Contributor Agreements
       The Open Source Geospatial Foundation 14525 SW Millikan #42523
       Beaverton, Oregon, United States 97005­2343
       
Please read this document carefully before signing and keep a copy for
your records.

  Full name: ______________________________________________________

  (optional) Public name: _________________________________________

  Mailing Address: ________________________________________________

                   ________________________________________________

  Country:   ______________________________________________________

  Telephone: ______________________________________________________

  E-Mail:    ______________________________________________________

  (optional) preferred osgeo id(s): ______________________________

  (optional) notify project: ______________________________________

You accept and agree to the following terms and conditions for Your
present and future Contributions submitted to the Foundation. In
return, the Foundation shall not use Your Contributions in a way that
is contrary to the public benefit or inconsistent with its nonprofit
status and bylaws in effect at the time of the Contribution. Except
for the license granted herein to the Foundation and recipients of
software distributed by the Foundation, You reserve all right, title,
and interest in and to Your Contributions.

1. Definitions.

   "You" (or "Your") shall mean the copyright owner or legal entity
   authorized by the copyright owner that is making this Agreement
   with the Foundation. 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 are 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.

   "Contribution" shall mean any original work of authorship,
   including any modifications or additions to an existing work, that
   is intentionally submitted by You to the Foundation for inclusion
   in, or 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 You
   as "Not a Contribution."

2. Grant of Copyright License. Subject to the terms and conditions of
   this Agreement, You hereby grant 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 Your
   Contributions and such derivative works.

3. Grant of Patent License. Subject to the terms and conditions of
   this Agreement, You hereby grant to the Foundation and to
   recipients of software distributed by the Foundation a perpetual,
   worldwide, non-exclusive, no-charge, 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 You that are necessarily infringed by Your
   Contribution(s) alone or by combination of Your Contribution(s)
   with the Work to which such Contribution(s) was submitted. If any
   entity institutes patent litigation against You or any other entity
   (including a cross-claim or counterclaim in a lawsuit) alleging
   that your Contribution, or the Work to which you 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.

4. You represent that you are legally entitled to grant the above
   license. If your employer(s) has rights to intellectual property
   that you create that includes your Contributions, you represent
   that you have received permission to make Contributions on behalf
   of that employer, that your employer has waived such rights for
   your Contributions to the Foundation, or that your employer has
   executed a separate Corporate CLA with the Foundation.

5. You represent that each of Your Contributions is Your original
   creation (see section 7 for submissions on behalf of others).  You
   represent that Your Contribution submissions include 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.

6. You are not expected to provide support for Your Contributions,
   except to the extent You desire to provide support. You may provide
   support for free, for a fee, or not at all. Unless required by
   applicable law or agreed to in writing, You provide Your
   Contributions 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.

7. Should You wish to submit work that is not Your original creation,
   You may submit it to the Foundation separately from any
   Contribution, identifying the complete details of its source and of
   any license or other restriction (including, but not limited to,
   related patents, trademarks, and license agreements) of which you
   are personally aware, and conspicuously marking the work as
   "Submitted on behalf of a third-party: [named here]".

8. You agree to notify the Foundation of any facts or circumstances of
   which you become aware that would make these representations
   inaccurate in any respect.


Please sign: __________________________________ Date: ________________

If anything has been missed above please edit this wiki page.

Corporate Contributor Agreement

The following is proposed:

                      The Open Source Geospatial Foundation
  Software Grant and Corporate Contributor License Agreement ("Agreement") V1.0
                      http://www.osgeo.org/licenses/

   Thank you for your interest in The Open Source Geospatial Foundation
   (the "Foundation"). In order to clarify the intellectual property license
   granted with Contributions from any person or entity, the Foundation
   must have a Contributor License Agreement (CLA) on file that has been
   signed by each Contributor, indicating agreement to the license terms
   below. This license is for your protection as a Contributor as well
   as the protection of the Foundation and its users; it does not change
   your rights to use your own Contributions for any other purpose.

   This version of the Agreement allows an entity (the "Corporation") to
   submit Contributions to the Foundation, to authorize Contributions 
   submitted by its designated employees to the Foundation, and to grant 
   copyright and patent licenses thereto.

   If you have not already done so, please complete and sign, then scan and
   email a pdf file of this Agreement to [email protected]. Alternatively,
   you may send an original signed signed Agreement to:
   
       Attn: Contributor Agreements
       The Open Source Geospatial Foundation 14525 SW Millikan #42523
       Beaverton, Oregon, United States 97005­2343

   Please read this document carefully before signing and keep a copy for
   your records.
   Corporation name:    ________________________________________________

   Corporation address: ________________________________________________

                        ________________________________________________

                        ________________________________________________
   Point of Contact:    ________________________________________________

          E-Mail:       ________________________________________________

          Telephone:    _____________________ Fax: _____________________

   You accept and agree to the following terms and conditions for Your
   present and future Contributions submitted to the Foundation. In
   return, the Foundation shall not use Your Contributions in a way that
   is contrary to the public benefit or inconsistent with its nonprofit
   status and bylaws in effect at the time of the Contribution. Except
   for the license granted herein to the Foundation and recipients of
   software distributed by the Foundation, You reserve all right, title,
   and interest in and to Your Contributions.

   1. Definitions.
      "You" (or "Your") shall mean the copyright owner or legal entity
      authorized by the copyright owner that is making this Agreement
      with the Foundation. 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 are 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.

      "Contribution" shall mean the code, documentation or other original
      works of authorship expressly identified in Schedule B, as well as
      any original work of authorship, including
      any modifications or additions to an existing work, that is intentionally
      submitted by You to the Foundation for inclusion in, or
      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 You as "Not a Contribution."

   2. Grant of Copyright License. Subject to the terms and conditions
      of this Agreement, You hereby grant 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
      Your Contributions and such derivative works.

   3. Grant of Patent License. Subject to the terms and conditions of
      this Agreement, You hereby grant to the Foundation and to recipients
      of software distributed by the Foundation a perpetual, worldwide,
      non-exclusive, no-charge, 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 You that are necessarily infringed by Your Contribution(s)
      alone or by combination of Your Contribution(s) with the Work to
      which such Contribution(s) were submitted. If any entity institutes
      patent litigation against You or any other entity (including a
      cross-claim or counterclaim in a lawsuit) alleging that your
      Contribution, or the Work to which you 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.

   4. You represent that You are legally entitled to grant the above
      license. You represent further that each employee of the
      Corporation designated on Schedule A below (or in a subsequent
      written modification to that Schedule) is authorized to submit
      Contributions on behalf of the Corporation.

   5. You represent that each of Your Contributions is Your original
      creation (see section 7 for submissions on behalf of others).

   6. You are not expected to provide support for Your Contributions,
      except to the extent You desire to provide support. You may provide
      support for free, for a fee, or not at all. Unless required by
      applicable law or agreed to in writing, You provide Your
      Contributions 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.

   7. Should You wish to submit work that is not Your original creation,
      You may submit it to the Foundation separately from any
      Contribution, identifying the complete details of its source and
      of any license or other restriction (including, but not limited
      to, related patents, trademarks, and license agreements) of which
      you are personally aware, and conspicuously marking the work as
      "Submitted on behalf of a third-party: [named here]".

   8. It is your responsibility to notify the Foundation when any change
      is required to the list of designated employees authorized to submit
      Contributions on behalf of the Corporation, or to the Corporation's
      Point of Contact with the Foundation.

   Please sign: __________________________________ Date: _______________

   Title:       __________________________________

   Corporation: __________________________________

Schedule A

   [Initial list of designated employees.  NB: authorization is not
    tied to particular Contributions.]

Schedule B

   [Identification of optional concurrent software grant.  Would be
    left blank or omitted if there is no concurrent software grant.]

If anything has been missed above please edit this wiki page.

License Page

The following proposed text for osgeo.org/licenses

Open Source License

***\

The Open Source Geospatial Foundation projects are all freely available and useable under an OSI-certified open source license.

*
*

Contributor License

***\

*Each OSGeo project has its own procedure for accepting contribution of documentation, ideas and code. *

*
*

The following contribution licenses are available to projects seeking to assign copyright directly to the Open Source Geospatial Foundation:

  • Individual Contribution License Agreement
  • Corporate Contribution License Agreement

Discussion

Ben Caradoc-Davies:

This new agreement also appears to introduce a maintenance overhead in that corporate entities seem to have to designate authorised employees who are able to contribute. In my organisation, the exercise of this authority will have to occur at the same level as the initial agreement and may introduce a delay between a developer starting and being authorised to make contributions.

Furthermore, not all contributions from a corporation are by employees. My team includes developers employed by other entities under contracts that assign all intellectual property to my organisation, which then in turn assigns rights to OSGeo. I am not sure how this situation is accommodated by this agreement.

Status

PMC support:

Community support:

  • Chris Holmes expressed support for this direction on geotools-devel
  • Frank Warmerdam passed on the suggestion that "might want to start over using a stock agreement such as Apache's"

Tasks

This section is used to make sure your proposal is complete (did you remember documentation?) and has enough paid or volunteer time lined up to be a success

  1. Put together the new contribution agreement\

    • :white_check_mark: See individual contributor agreement above
    • :white_check_mark: See corporate contributor agreement above

  2. Submit to OSGeo board for discussion and approval\

    • :white_check_mark: Q: Is [email protected] for email correct? A: Use [email protected]
    • :white_check_mark: Q: Do we have a fax number for the foundation? A: No.
    • :white_check_mark: Q: Do we need to contact pervious contributors? A: No previous contributors clearly provided code to the foundation so we are good.
    • :white_check_mark: Q: Do we need to contact current contributors? A: Perhaps, if only so we are all operating on the same terms & conditions.

  3. Add to the developer documentation\

    • :white_check_mark: Create TXT files
    • :white_check_mark:Attach to comitters page

  4. Update OSGeo website\

  5. Contact current individual contributors to sign the new paper work\

  6. Contact current contributing organisations to sign the new paper work\

Documentation Changes

list the pages effected by this proposal

The Developer Guide updates: