This weekend at BuddyCamp Miami (which ruled btw) I chatted with a number of folks about putting GPL clauses into client contracts. It can be especially challenging when working with universities or other bureaucracies that have hardcore, work-for-hire-ish intellectual property clauses already built into their consultant contract boilerplate. On a number of occasions, my clients and I have worked with the legal departments at universities to develop new language that fits the spirit and law of GPL software. In my opinion, this kind of work is among the most important work I’ve done since I started in this business, even more important than most of the software I’ve written. By having the discussions with legal, and by getting free-software-friendly boilerplate on their books, we take steps toward legitimatizing free software in the university, and making it part of the culture.
Anyway, I was asked privately to share some of this contract language, and I figured it would be more useful to do it in a blog post than in an email. So here are a few examples that have been approved by the legal departments at large universities. (Side note: We should come up with a system for sharing these kinds of strategy docs in a more organized way.)
This clause replaced one university’s extremely restrictive IP boilerplate:
Foundation acknowledges and agrees that enhancements, bug fixes and other custom developments produced under the scope of this agreement will be subject to release under the GNU Public License v2, or another compatible and relevant open-source license.
The following clause is added as a footnote to the existing language about IP:
Section VIII (1-3) shall not apply when work is being performed in the public domain. Consultant agrees to comply with the GNU General Public License version 2, as set out in the Attachment #2, when work is being performed in the public domain.
A few notes about the language in this second example (which their lawyers wrote, not me). First, “Attachment #2” is a copy of the GPLv2. Second, I think there is a little bit of confusion here about “public domain”, because strictly speaking, “public domain” means that no one owns the copyright, while the GPL is dependent on copyright. I think the spirit of the phrase “performed in the public domain” is supposed to be something like “written for public consumption”. But a literal reading of this clause probably means that I must relinquish copyright over the work done under this contract into the public domain. In this specific case, the end goal is for me to extend one of my existing GPL-licensed WordPress plugins; so I will then be integrating this newly-created public-domain code into the plugin, and then distributing the whole thing under the GPL, with a note that the newly added library is in the public domain. This is not ideal, but it’s OK for this case where I’m building a standalone add-on for my own work – good enough not to continue negotiations 🙂
If I can dig up others, I’ll post them here. If you have real-life examples, please share in the comments.