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From "Lawrence Rosen" <lro...@rosenlaw.com>
Subject RE: Advice on how to address an objection to our CCLA
Date Fri, 04 Mar 2011 18:14:52 GMT
We deal with this issue in the Open Web Foundation CLA by explicitly saying
the following in the signature block:

   If signing this CLA as an individual:
   I acknowledge that, depending upon local law or contractual 
   agreements, when I am employed by or acting on behalf of 
   another entity, the promises I make relating to this 
   Specification may actually be obligations of that other entity. 
   In such a situation, I represent that I have been authorized 
   by that entity to make these promises....

Note that this is merely an acknowledgement of the law rather than a promise
regarding the (private) relationship between the contributor and her
employer. And it puts both employers and employees on notice that, depending
upon local law or contractual agreements, employers may be liable for the
acts of their employees regardless of contributors signing the CLA as
individuals. This OWF CLA signature block restates what we believe to be the
law.

/Larry 



> -----Original Message-----
> From: Greg Stein [mailto:gstein@gmail.com]
> Sent: Friday, March 04, 2011 9:55 AM
> To: legal-discuss@apache.org
> Subject: Re: Advice on how to address an objection to our CCLA
> 
> To make this even more succinct: the ASF does not require a CCLA. As
> long as the committer (employee) can contribute under the ICLA, then
> the ASF has everything it needs.
> 
> We simply don't know the (contractual) relationship between the
> employee and employer, nor do we care. As long as the employee is not
> fraudulently committing code against his signed ICLA, then all is
> good.
> 
> Cheers,
> -g
> 
> On Fri, Mar 4, 2011 at 10:40, Ralph Goers <ralph.goers@dslextreme.com>
> wrote:
> > Note the wording on http://www.apache.org/licenses/#clas. All
> committers must submit an ICLA. For a corporation that has assigned
> employees to work on an Apache project, a Corporate CLA (CCLA) is
> available.
> >
> > When the individual signs the ICLA they are saying that they have the
> right to commit everything they commit.  If the individual commits
> something they had no right to it will need to be removed no matter
> whether it was their employers or someone else's.  If the individual
> has verbal assurance from their boss that they can commit but then they
> get a new boss or some other change occurs the individual is at
> somewhat of a risk.  The CCLA protects the individual from that
> happening.  It isn't required that all committers submit one but does
> protect those who can get their employer to do so.  If the corporation
> doesn't submit a CCLA than the burden falls on the committer and their
> ICLA.
> >
> > Ralph
> >
> > On Mar 4, 2011, at 5:09 AM, Ross Gardler wrote:
> >
> >> An employer of a potential committer feels unable to sign the CCLA.
> I'm wondering how best to address this with their legal department.
> >>
> >> Their issue is with Section 5:
> >>
> >> "You represent that each of Your Contributions is Your original
> creation (see section 7 for submissions on behalf of others)."
> >>
> >> The concern is that the employer does not feel able to make this
> assertion. They feel that they would have to establish and enact
> procedures to carry out their own due diligence before being able to do
> so.
> >>
> >> Any suggestions about how I might alleviate their concerns?
> >>
> >> The employer is willing to allow their employee to sign the ICLA and
> contribute without a CCLA. Assuming the employer owns copyright I
> believe this is not possible, is that correct?
> >>
> >> Ross
> >>
> >>
> >> --
> >> rgardler@apache.org
> >> @rgardler
> >>
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> >
> >
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> 
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