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Developers: Questions regarding the Contributor Agreement

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written by: NothanUmber

Hm, if something is reasonable and everybody agrees on it then you don't need a contractual clause, this only comes into play if one party does not want to do what the others expect or vice versa.
So the most interesting question is to see in how far a contractual clause can be interpreted in a way that one would not naturally agree to.

In this case the clause covers everything from "we may ask you to confirm that you really wrote your contributions" over "from now on you work for us for common compensation" up to "you agree to work as our slave for the rest of your life for 1 cent from now on", so imho it would be better to have concrete scenarios instead of "probably other circumstances in which this clause might be valid" - effectively asking for a one-sided carte blanche.

But I think I personally can bear the risk. First I think/hope Eigenlabs won't want anything from me that I wouldn't have done without this contract (so it doesn't matter) and second the clause is a carte blanche in both directions, it is so vage that "Eigenlab's expense" can be an arbitrary amount of money... Not being a lawyer I just don't see much sense in putting these kinds of vague phrases into a contract in the first place.

Greetings,
NothanUmber

written by: NothanUmber

Thu, 5 May 2011 20:46:49 +0100 BST

Hi Eigenlabs team,

great to have large parts of EigenD available as OpenSource now, that opens many new options!

A question regarding the contributor agreement, what exactly do you mean with
"5. I will execute any documents and perform any acts that Eigenlabs requests from time to time to enable
Eigenlabs to protect, perfect, enforce or enjoy the rights assigned and/or granted to it under this agreement,
at Eigenlabs's expense."

Does that mean that I have to agree that I potentially take over jobs as part of a short term contract on Eigenlab's request? (I couldn't make this promise.)

Greetings,
NothanUmber


written by: john

Thu, 5 May 2011 22:55:22 +0100 BST

No, it's there in case legal action ever needs to happen to enforce licence terms against an infringer. Say for example a Great Big Musical Instrument Company decides to use EigenD to power a keyboard (unlikely I know, but this is just an example) and does not release the code under the GPLv3 (or they Tivioise the device, which is prohibited by v3), and we or perhaps the FSF need to sue them, we may need an affidavit from you (if you contributed) for court. Or if you became a big contributor, you might be asked (at our expense, as it says) to testify that you wrote he code you contributed.

All this is pretty unlikely and made even less likely by the existence of the clause, but it is very common in copyright assignment clauses. If you work as a software developer you probably have one in your employment contract for your employer just like that - copyright assignment without the assignee pledging to assist in the legal defense of that copyright is a bit useless in reality.

Hope that makes it clearer. We derived this from the Ubuntu one for several reasons, firstly it saved me a legal bill (always nice), secondly because a lot of open source developers have already committed to it and lastly because its a well drafted and considered template.

John


written by: NothanUmber

Thu, 5 May 2011 23:20:40 +0100 BST

Thanks for the explanation, sounds reasonable (why are those contracts formulated with so much room for interpretation - what you wrote above is pretty clear and acceptable in comparison).

Did a search, some people from the Canonical team seem to see it in a similar way:
"We have had feedback from several people that those clauses are over broad either intentionally or because of poor phrasing, and I do see what you mean and see it as a problem. We are working towards using a better text soon." [...] "I think it is reasonable to be concerned about the broadness of these clauses and it would be better if the agreement were more clear. However, I can't rewrite the agreement myself. I am talking to people at Canonical about it and we are working with external laywers. This takes some time."
https://code.launchpad.net/~denys.duchier/bzr/bzr.ssl/+merge/10254

Perhaps they will bring a better text in the future that you can adopt. Until then we can cite you to make clear in which mind we agreed ;)


written by: john

Thu, 5 May 2011 23:47:31 +0100 BST

There are probably other circumstances in which this clause might be valid (and I bet that Canonical never do make it narrower for this reason, they'll talk bout changing it and then just never get around to it). One that comes to mind is if, for example, we ever decided to license a version of EigenD to another company (say that Great Big Musical Instrument Company) for money and their lawyers weren't happy with the assignment by email (which in some territories today is probably still contentious) they might ask us to ask you for an actual signature on a paper version. This would be monumentally boring to have to do, but it's at least nice to know that you've agreed to it in advance.

I can't really imagine any circumstances in which this would ever represent a serious burden for anyone though, and of course the key phrase is 'at Eigenlabs expense', which certainly incentivises us to avoid causing anyone unnecessary work. You should however take the agreement as it stands, these comments do not form an addendum to it or part of it, just my understanding of what it's normally for.

John


written by: NothanUmber

Fri, 6 May 2011 12:47:09 +0100 BST

Hm, if something is reasonable and everybody agrees on it then you don't need a contractual clause, this only comes into play if one party does not want to do what the others expect or vice versa.
So the most interesting question is to see in how far a contractual clause can be interpreted in a way that one would not naturally agree to.

In this case the clause covers everything from "we may ask you to confirm that you really wrote your contributions" over "from now on you work for us for common compensation" up to "you agree to work as our slave for the rest of your life for 1 cent from now on", so imho it would be better to have concrete scenarios instead of "probably other circumstances in which this clause might be valid" - effectively asking for a one-sided carte blanche.

But I think I personally can bear the risk. First I think/hope Eigenlabs won't want anything from me that I wouldn't have done without this contract (so it doesn't matter) and second the clause is a carte blanche in both directions, it is so vage that "Eigenlab's expense" can be an arbitrary amount of money... Not being a lawyer I just don't see much sense in putting these kinds of vague phrases into a contract in the first place.

Greetings,
NothanUmber



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