Pete, Kudos for sharing your framework with the wider community, but I think your SLA and NDA are going to negatively impact it's adoption and growth. I've unfortunately become quite apt at reading agreements like these and a few items have jumped out at me.
2.1 Licensor hereby grants to Licensee a nonexclusive, nontransferable and non-perpetual limited license to use the Software within its own facilities and as part of Licensee's own business, in accordance with the terms of this Agreement. This license shall commence on the latest date of the execution of this Agreement. The *non-perpetual* part raises a red flag. You are saying that the Licensee is free to build software that includes TraffiMunkey, but at any time that right might expire. Obviously, that's pretty scary to anyone who would want to deploy this software for more than 1 year (the "term" of the SLA). *2.2 Primary Copy of Software.* This license allows the Software to be installed on any number of computers/servers and at any locations administered by the Licensee, provided that the provisions in Section 4 regarding confidentiality are fully enforced. Licensee may temporarily transfer the Software to back-up computer equipment if the original computer equipment is inoperative. Here you prevent a developer from distributing an application that include TrafficMunkey. For example, if I was to build a blogging application, I wouldn't be able to distribute it to end users (since it would be deployed to locations not administered by the Licensee). Beyond COTS software, this also prevents any application that include TrafficMunkey from being stored on RIAForge, GitHub or any other publicly accessible repository. 3.4 Licensee shall not comingle the Software with any in-house or third party open source software on Licensee's system and/or server. Licensee must restrict all adaptations within their environment to the designated adaptation points. This one is a bit confusing and I'm surprised a lawyer used the word co-mingle, because it's very vague (and missing a hyphen). This basically says, if there is a directory with TrafficMunkey code in it (C:\TrafficMunkey), you cannot put any other code in the same directory. Since the definition of co-mingle so vague, it could also mean that you couldn't store code at a higher-level (C:\). Who is to say that C:\TrafficMunkey and C:\ are not 'co-mingled'. Why explicitly call out open source software? Section 3.4 is nullified if the developer claims the code as proprietary or closed-source. 3.5 Licensee is put on notice that the Software includes embedded trade secrets owned by Licensor and that Paragraph 4.3 of this Agreement shall strictly apply at all times. Furthermore, Licensee must insure that the strict rules of Paragraph 4.3 of this Agreement shall apply in any of Licensee's relationships with third parties. I honestly don't think this can stand up in court. In my opinion something ceases to be a trade secret when it's openly shared. It's the defining difference between a patent and a trade secret. You patent an idea that you plan to share and protect, you don't share secrets. Any lawyer will tell you, don't put it into the agreement if you don't think you can defend it. 4 4. CONFIDENTIAL MATERIAL I don't mean to be rude, but this entire section is really bizarre. Most developers, consultants and business do not employ security practices around software and documents. Asking people to stamp CDs, secure code and have their employees sign confidentiality agreements is too much. Furthermore, how do you plan to market and drive adoption for this framework if you prevent anyone from talking about it? This section excludes the possibility of user groups talks, conference sessions, and even a mailing list devoted to the framework. 5.1 Licensee shall pay to Licensor pursuant to the terms set forth in Schedule A of this Agreement for Licensee's right to use the Software, as consideration for this Agreement, and prior to Licensor's conveyance to Licensee of the right to use Licensor's Software. Schedule A says the software is offered free of charge, but 5.1 says the right to use the software requires the Licensor be paid. It's very confusing. As the language stands, it would seem that the framework is *not*free. I don't think that is what you intended. Schedule A: TrafficMunkey, which includes, among other components, SiteMunkey, PageMunkey, LinkMunkey, PiMunkey, and PiComponent, are offered free of charge. Licensee is allowed to make modifications to the Software for adaptation of the Software to its own environment. Section 3 of this Agreement provides the proper ways to effectuate this. However, Licensee is *absolutely prohibited* from distributing any changes and modifications it makes, except back to MillionMunkeys® LLC, whereupon MillionMunkeys® LLC will make the changes available to others. The last line is a big liability for you. If changes are submitted back to MillonMunkeys, MillionMunkeys is required to distribute those changes to others. But what is the changes are bad? What if they create new bugs? *Schedule B: Adobe ColdFusion Server (Professional or Enterprise)*** Both the Professional and Enterprise editions of version 6 or above of the servers are compatible with MillionMunkeys® software. (At the time of entering into this Agreement, the current version of the server is version 9. There are four editions of ColdFusion (Standard, Enterprise, Developer and Trial) -- no Professional edition. Also, you are sure to cover your trademarks throughout the agreement, but you ignored Adobe's. It's technically, "Adobe® ColdFusion® 9". :-) --- I would love to evaluate and check out this framework, but there are too many things in this agreement that make me nervous. I strongly advise you consider adopting a common open source license like Apache or Eclipse, but that all depends on what your end-goal is. -Adam On Tue, Oct 5, 2010 at 1:11 PM, Dave Watts <dwa...@figleaf.com> wrote: > > > Are you paying for beta testing? If so, then true. It's acceptable to > > have an NDA. But your post came off as someone who wants to have the > > community help beta test for free. In that case, IMHO, it should be > > open source and therefore, open to people to talk about. > > > > Then again, that's just my personal opinion. > > Adobe would appear to disagree with you. They require an NDA for > private betas, and they don't pay me anything to beta-test their > software. This includes software that they later release as free, or > even open-source. > > Dave Watts, CTO, Fig Leaf Software > http://www.figleaf.com/ > http://training.figleaf.com/ > > Fig Leaf Software is a Veteran-Owned Small Business (VOSB) on > GSA Schedule, and provides the highest caliber vendor-authorized > instruction at our training centers, online, or onsite. > > ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~| Order the Adobe Coldfusion Anthology now! http://www.amazon.com/Adobe-Coldfusion-Anthology-Michael-Dinowitz/dp/1430272155/?tag=houseoffusion Archive: http://www.houseoffusion.com/groups/cf-talk/message.cfm/messageid:337874 Subscription: http://www.houseoffusion.com/groups/cf-talk/subscribe.cfm Unsubscribe: http://www.houseoffusion.com/groups/cf-talk/unsubscribe.cfm
