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From Tim Larson <...@keow.org>
Subject open source developer contract ammendment
Date Thu, 10 Mar 2005 15:43:58 GMT
[Please tell me if this is off topic.]

I am attempting to setup a contracting agreement with a company,
but I have complications which which I believe many open source
developers would share.  I wrote a contract ammendment to try to
address the complications, trying to write it in such a way that
it could be reused by other developers.

Note that I am not a lawyer, I do not play one on TV, and this is
intended only as a starting point for ideas, not as legal advice to
others.  I bring this topic here in case any developers and/or lawyers
listening may be interested in refining this into a sort of standard
document for use by developers (especially those with an ongoing
history of working with many projects) who need such protections.

My specific context is that I have been working on some projects
privately for many years which may end up being open source and/or
commercial, for the last few years I have been working with some
open source projects, and several of these projects overlap with
the fields covered by the contracting agreement.  The ammendment
below is my attempt to establish a framework to protect these
projects and any past, present, or future development work.

Hoping this is a help and a good starting point
rather than just noise on the mailing list,
--Tim Larson


--- Text of ammendment ---

INTELLECTUAL PROPERTY RIGHTS AMMENDMENT


For the purposes of this ammendment:

* COMPANY shall mean the legal entity paying for consulting services and/or products.

* CONTRACTOR shall mean the legal entity being paid for consulting services and/or products.

* CONSULTING SPAN shall mean the the duration of the Consulting Agreement.

* CONSULTING TIME shall mean the hours during which work is being done by CONTRACTOR for COMPANY.

* NON-CONSULTING TIME shall include the time BEFORE, DURING, AND AFTER the CONSULTING SPAN
  but exclude the CONSULTING TIME as defined above.

* INTELLECTUAL PROPERTY (IP) shall include but not limited to discoveries, inventions, concepts,
  trade secrets, documentation, source code, and executable code.

* TANGIBLE IP shall include documentation, source code, executable code and data.

* INTANGIBLE IP shall include ideas, concepts, discoveries, and logs of such things.

* CONTRACTOR'S PROJECTS shall include the INTELLECTUAL PROPERTY which is developed by or for
  the CONTRACTOR during NON-CONSULTING TIME including but not limited to INTELLECTUAL PROPERTY
  which is in the SAME AND/OR RELATED FIELDS as covered by the agreement between the CONTRACTOR
  and the COMPANY and/or with which the COMPANY is otherwise involved.

* ALL RIGHTS shall include but not limited to unlimited rights to copy, modify, perform,
  distribute unmodified and/or modified, sub-license, sell, offer to sell, transfer, and
  to do these activities without right of question or inspection by the other party.


COMPANY acknowledges that CONTRACTOR's value to COMPANY and to future associations
derives in large part from CONTRACTOR's ability and rights to work with a variety of private,
open source, and/or commercial projects and associated software, and from CONTRACTOR's
ability and rights to build on CONTRACTOR's existing and growing foundation of research
and practice in various fields including but not limited to software and human computer
interactions.

This ammendment is to preserve CONTRACTOR'S value and to protect both COMPANY and CONTRACTOR
against unintential loss, sharing, and/or transference of INTELLECTUAL PROPERTY, while
supporting the ability of CONTRACTOR to develop valuable INTELLECTUAL PROPERTY for COMPANY.

ALL RIGHTS to TANGIBLE IP developed by CONTRACTOR during CONTRACTING TIME shall be assigned
to COMPANY and not to CONTRACTOR.

However, ALL RIGHTS to TANGIBLE IP developed by or for CONTRACTOR during NON-CONTRACTING TIME
shall be assigned to CONTRACTOR and not to COMPANY.

Any portions of INTANGIBLE IP which are shared by CONTRACTOR with COMPANY shall be licensed
with ALL RIGHTS to both COMPANY and CONTRACTOR.

Any portions of INTANGIBLE IP which are shared by COMPANY with CONTRACTOR shall be licensed
with ALL RIGHTS to both COMPANY and CONTRACTOR.

This special handling of INTANGIBLE IP is to protect both COMPANY and CONTRACTOR from
exposure to INTANGIBLE IP by the other which would restrict or prevent use of matching
and/or related INTANGIBLE IP by COMPANY and/or CONTRACTOR in this or any other private,
open, and/or commercial endeavors.


Any variance from this must be agreed to separately from this Consulting Agreement in writing
by both COMPANY and CONTRACTOR or the variance will be void.  As the purpose of this ammendment
is to protect both parties, individual variances are permitted to be retroactive if both
COMPANY and CONTRACTOR agree to this in writing for the specific variance(s).


This ammendment SUPERCEDES any portions of the Consulting Agreement which conflict with it.
The whole Consulting Agreement is VOID unless and until this ammendment is agreed to in
writing by both COMPANY and CONTRACTOR.


COMPANY:                                  CONTRACTOR:
By:                                       By:
Name:                                     Name:
Title:                                    Title:

--- End text of ammendment ---


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