Commons Management Agreement
This is an agreement between you and Caleb James DeLisle (henceforth “The Manager”) regarding the limited licensure of your intellectual property rights.
This Commons Management Agreement (“Agreement”) is designed to promote an Intellectual Commons, that is to say, an ecosystem of Technologies which empower their users, specifically by promoting the four freedoms as described by the Free Software Foundation.
We appreciate the power of strict CopyLeft licenses to protect The Commons from parasitic users but find CopyLeft licenses lacking the flexibility to approach organizations which are willing to contribute to the development of The Commons but are unable to use CopyLeft licensed technology.
We have created this Commons Management Agreement in order to allow you to license your contributions to a Commons Manager who has the privilege to distribute the project under proprietary licenses but is limited by a legal obligation to keep the Open Source version the Gold Standard of the product and a moral obligation to “give back” to The Commons.
``To the Commons we shall give, to the Landlords we shall rent.’’
If you are employed as a software engineer, or if your employer is in the business of developing software, or otherwise may claim rights in the Contributions, please provide information about your employer’s policy on contributing to open source projects, including the name of the supervisor to contact in connection with such contributions.
You and The Manager agree:
You grant us the ability to use the Contributions in any way. You hereby grant to The Manager, a non-exclusive, irrevocable, worldwide, royalty-free, sublicenseable, transferable license under all of Your relevant intellectual property rights (including copyright, patent, and any other rights), to use, copy, prepare derivative works of, distribute and publicly perform and display the Contributions on any licensing terms. Except for the licenses granted herein, You reserve all right, title, and interest in and to the Contribution.
You are able to grant us these rights. You represent that You are legally entitled to grant the above license. If Your employer has rights to intellectual property that You create, You represent that You have received permission to make the Contributions on behalf of that employer, or that Your employer has waived such rights for the Contributions.
The Contributions are your original work. You represent that the Contributions are Your original works of authorship, and to Your knowledge, no other person claims, or has the right to claim, any right in any invention or patent related to the Contributions. You also represent that You are not legally obligated, whether by entering into an agreement or otherwise, in any way that conflicts with the terms of this license. For example, if you have signed an agreement requiring you to assign the intellectual property rights in the Contributions to an employer or customer, that would conflict with the terms of this license.
We determine the code that is in our projects. You understand that the decision to include the Contribution in any project or source repository is entirely that of The Manager, and this agreement does not guarantee that the Contributions will be included in any product.
No Implied Warranties. The Manager acknowledges that, except as explicitly described in this Agreement, the Contribution is provided 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.
Open For Life. As a condition of this agreement, we shall refrain from adding a Contribution of yours to software which is maintained by us and directly competes with the project to which this Contribution was made unless that software is available under an Open Source License.
No Sellouts. An additional condition of this agreement is that we shall refrain from transferring or sublicenseing the license you herein grant in a way which allows a third party to distribute software containing your Contributions unless they are bound by this agreement.
Breach and Remedy. If The Manager breaches this agreement and does not cure the breach within 30 days of having been served notice of the breach, our license to continue distribution of software containing your Contributions shall be revoked. However you agree to wave any right to damages for distribution prior to the date of revocation and you agree that continued use, public performance and display of your Contributions does not constitute infringement.
Limitation. This agreement has no effect until The Manager begins exercising the license by distributing software containing your Contributions, if The Manager stops distributing software containing your Contributions, this agreement ceases to have any effect, as if it had never occurred.