[CUWiN-Dev] **IMPORTANT** Proposed CUWiN Developer Agreement

[Matt Isaacs]

Good point Brandon.  I'll see about working something like that in there.
As a point of reference, we used the NetBSD developer agreement as a model.
Oddly enough licensing/copyright isn't something they addressed in it.

On 10/4/06, Brandon Bowersox <brandon at ojctech.com> wrote:
>
> Matt,
>
> Thank you for your work drafting this important foundational document.  I
> have 2 questions and comments mixed in below....
>
> Also, I wonder why the agreement doesn't talk about assigning copyright.
> I imagine all developers automatically assign copyright for their code to
> the foundation.  That way we know that all CUWiN code can be publicly
> disseminated and no developer can come back in 10 years and try to claim it
> was their intellectual property and we each owe them licensing fees.  I
> would appreciate a statement in this document spelling out that this is an
> open source project and each person's contributions are given over to the
> public good and ownership is held by the Foundation.
>
> Brandon
>
> On Oct 4, 2006, at 3:49 PM, Matt Isaacs wrote:
>
> Listed below is a proposed draft for a CUWiN developer agreement.
>
> Please review it and forward any comments to the Dev list (cu-wireless-dev at lists.cuwireless.net
> ).
>
> We need your feedback prior to Wednesday, October 11.
>
> Thank you.
>
>
>
>             CUWiN Foundation Developer Agreement
>
> Welcome to The CUWiN Foundation.  This Agreement is a binding
> contract between you and The CUWiN Foundation, Inc., and
> describes the terms of your participation as a developer for the
> Foundation.
>
> Section I - Definition of terms
>
> For the purpose of this document the following terms are defined:
>
> (a) `The Agreement' is defined as The CUWiN Foundation
>     Developer Agreement (this document).
>
> (b) `The Foundation' is defined as The CUWiN Foundation, its
>     Board of Directors, and individuals and groups authorized by
>     the Board of Directors to carry out certain actions.
>
> (c) `The Board' is defined as the Board of Directors of the
>     CUWiN Foundation.
>
> (d) `The Developer' is defined as someone to whom The Foundation has
>     offered developer privileges, in accordance with its policies, and who
>     has signed the Agreement.
>
> (e) `The Repository' is defined as the collection of source code
>     and historic records contained in the CUWiN master source
>     repository.
>
> (f) `Commit' is defined as the act of adding to, removing from,
>     or otherwise altering the contents of The Repository.
>
> (g) `Tainted Code' is defined as code for which redistribution by
>     either The Developer or The CUWiN Foundation would be unlawful,
>     a violation of applicable licenses or restrictions, or a
>     violation of this or other contracts to which The Foundation
>     or The Developer is a party.
>
> (h) `Private Information' is defined as information that is
>     accessible to The Developer but is not available to the general
>     public, or previously private information that was released
>     in violation of the Agreement by anyone. Private Information
>     does not include information which has otherwise become
>     publicly known, or has been rightfully received from a third
>     party who is authorized to disclose the information.
>
>
> Section II - Purpose of CUWiN Foundation Membership
>
> CUWiN Foundation Developer Privileges are granted for the purpose of
> developing, maintaining, and otherwise improving the CUWiN
> Software and participating in other activities related to
> The CUWiN Foundation. These Privileges are granted pursuant to the
> bylaws and policies of The CUWiN Foundation.
>
> Developers are provided with the following:
>
> (a) The ability to make reports, as defined by The Foundation's policies,
>     to the membership for the purposes of updating the membership on the
>     progress of the Developer's work, as well as to express the
> Developer's
>     opinion and concern on issues relating to their work;
>
> (b) A CUWiN Developer Account, i.e., an account on one or more
>     of the computer systems maintained by The CUWiN Foundation;
>
> (c) Access to Private Information, including some or all of the
>     private CUWiN mailing lists, internal documentation, and
>     internal planning and strategy of The CUWiN Foundation; and
>
> (d) Access to The Repository and CUWiN distribution mechanisms.
>
> Items (a) - (d) are the only Privileges conveyed to the Developer by the
> Agreement.
>
> Section III - Responsibilities of The Developer
>
> The Developer has the following responsibilities:
>
> (a) The Developer is considered to be a representative of The CUWiN
>     Foundation when conducting Foundation business and/or
>     development efforts.  Therefore, the Developer will abide by the
>     policies of The Foundation, and will conduct themselves
>     accordingly.
>
> (b) The Developer will not use any resources of The Foundation for
>     unlawful purposes.
>
> (c) The Developer will not disclose Private Information without the
>     explicit prior permission of The Board or their representative, during
>
>     the term of membership and for a two (2) year period thereafter.  The
>     Developer agrees that the unauthorized disclosure or use of Private
>     Information will cause irreparable harm and significant
>     injury to The Foundation which may be difficult to ascertain.
>     Accordingly, The Foundation shall be entitled to equitable
>     relief, including, without limitation, an immediate
>     injunction enjoining any breach by it of this Agreement, in
>     addition to all other remedies available at law or in equity.
>     Upon termination of this Agreement, Member shall certify that
>     no copies of Private Information remain under the Member's
>     personal control or on Member's computer equipment.
>
>
> This section regarding Private Information gives me some concern.  If I
> were a potential developer, I would want the Foundation to clearly tell me
> which information is private -- once the foundation gives me Privileges to
> (a)-(d) above, I would not want to risk accidently sharing information that
> the Foundation felt was private.  Could we require that the Foundation write
> the word "PRIVATE - CONFIDENTIAL" at the top of everything that shall be
> considered private?  Can you give an example of anything private that
> developers would get access to by signing up as developers?
>
>
>
> (d) The Developer will not Commit Tainted Code to The Repository.
>
> (e) The Developer may not redistribute a particular piece of source
>     code or differences between two pieces of source code
>     (hereafter referred to as `The Obtained Code') obtained
>     from The Repository if:
>
>     (1) redistribution of The Obtained Code by either The Developer
>         or The CUWiN Foundation would be unlawful, or
>
>     (2) The Foundation has requested, in accordance with the Foundation's
>         policies,  that The Developer not redistribute The Obtained Code .
>
>
>
> Can you provide examples of (1) and (2) here?  Since the whole repository
> and all the code in it are publicly available and not Tainted, it seems that
> all of the code or diffs obtained would be freely publicized.  I can't
> imagine how there would ever be a problem like (1), or why the Foundation
> would ever request that we not distribute this code like (2).  If
> redistribution were somehow unlawful, it would already be prohibited under
> section (b) above.
>
>
> (f) The Developer will hold The Foundation harmless and indemnify
>     The Foundation in any action resulting from The Developer's
>     intentional or negligent breach of these responsibilities.
>
> In the event that The Developer does not fulfill the above-stated
> responsibilities, some or all of the privileges outlined in Section II may
> be restricted or revoked.
>
> Section IV - New Versions of The Agreement
>
> The Foundation may from time to time, at its discretion, update
> the Agreement in whole or in part.  Newer versions of the
> Agreement will be published by The Board, or their representative, to the
> CUWiN Developers Mailing List (xxxxxxxxxxxxx at CUWiN.org
> <mailto:xxxxxxxxxxxxx at CUWiN.org>) and to The CUWiN
> Foundation Web Site (http://www.CUWiN.org/) sixty (60) days
> before they are to take effect.
>
> The Developer agrees to be bound by updated versions of the
> Developer Agreement, or immediately resign their status as a Developer and
> waive all privileges thereof, and agrees that continued use of
> Foundation resources (including membership on private Foundation
> mailing lists) after the effective date of new versions of this
> Agreement will constitute affirmative acceptance of new versions
> of The Agreement.
>
> Section V - Termination of the Agreement
>
> This Agreement may be terminated by The Developer at any time by
> sending a resignation message to The Foundation, in accordance with the
> Foundation's policies.
>
> The Foundation reserves the right to terminate agreements with
> Developers, especially if:
>
> (1) they have been inactive (as defined in the policies of The
>     Foundation) for more than two (2) years, or
>
> (2) they have repeatedly and/or severely violated the policies
>     of The Foundation, or violated the terms of The Agreement
>
> After termination of The Agreement by either party, sections
> III(b) through III(f) shall remain in effect.
>
> Section VI - Agreement between The Developer and The CUWiN
>          Foundation, Inc.
>
> I, the under-signed Developer, accept the privileges and
> responsibilities associated with becoming a CUWiN Foundation
> Developer as outlined above.  I understand that either myself or The
> CUWiN Foundation, represented by The Board, or by a Committee in
> charge of Developer affairs appointed by The Board, reserve the
> right to terminate this Agreement and my CUWiN Developer's Account
> at any time.
>
> This Agreement shall be governed by and construed in accordance
> with the laws of the State of Illinois, USA.  Each party to this
> Agreement submits to the non-exclusive jurisdiction of the state
> or federal courts in Illinois.
>
> The Developer:
>
>
> ___________________________    _______________________________
> (print name)                                         (signature and date)
>
> The CUWiN Foundation, represented by its authorized Member:
>
>
> ___________________________    ________________________________
> (print name and title)                        (signature and date)
>
> --
> Matthew Isaacs
>
> CUWiN Network Engineer
>
>
>


-- 
Matthew Isaacs

CUWiN Network Engineer
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