Re: Contractors and open source software

[Mark Waddingham via use-livecode]

On 2018-09-05 01:07, Mark Talluto via use-livecode wrote:

I had to work through a contract recently. This particular section was
interesting. Thought I would share it here. I changed the organization
name to [company] to protect this well respected entity.

I can understand their view on the use of open source software. What
are your thoughts?

- - -
Public Software. Contractor will inform [company] in advance of
incorporating any open source software into deliverables or services
provided to [company] under this Agreement, provide [company] with an
analysis of alternative options that do not include open source
software, and will proceed with the use of open source software only
to the extent of [company]’s written consent. To the extent Contractor
incorporates permitted open source software into products or services
provided to [company] under this Agreement such open source software
(and/or Contractor’s inclusion thereof) will not require any software
developed or delivered under the Agreement to be disclosed or
distributed in source code form or made freely available to others.
- - -


Sounds like a perfectly reasonable clause which is more protection for 
you than the contractor.


Basically it ensures that the Contractor will do necessary due diligence 
on the software licenses attached to any source-code they incorporate 
into the project being worked on to ensure that:


  (a) you as the contractee are happy with using said software under its 
published terms and are willing to abide by them (for MIT / BSD, that 
just means an 'open source licenses' file, which you need to one of 
anyway, as that is part of the commercial license terms of LiveCode).


  (b) will not let you get into a situation where source-code has been 
incorporated which means that you entire project must be released under 
some open source license.


Put another way the contractor is saying that:

  1) They will notify you of any parts which could be done using open 
source software, and with other options so you have choice


  2) They will not consider viral open source licenses (e.g. GPL) as 
being suitable for inclusion


LiveCode's licensing is pretty straightforward:

If you have a commercial license you have the right to use a downloaded 
distribution in any way which does not contravene the commercial license 
terms.


If you do not have a commercial license then you must be using the 
Community version, which is licensed under the GPL - which is viral - 
meaning that any software you create with it must also be distributed 
under GPL terms.


The two variants are, however, completely incompatible in terms of 
licensing - you can't take parts of (GPL licensed!) community and use 
them with commercial as that would mean your combined work would end up 
being GPL, but the commercial part is not, so you cannot distribute 
(which is a side-effect of the clauses in the GPL).


Specific example - you cannot take parts of (GPL Licensed, LiveCode Ltd. 
Copyrighted) source code, recompile and use with commercial - even if 
you have a commercial license. That requires a specific commercial 
source-code license for those particular parts (something which we will 
always consider on a case-by-case basis - although generally not for 
zero cost).


Warmest Regards,

Mark.

--
Mark Waddingham ~ m...@livecode.com ~ http://www.livecode.com/
LiveCode: Everyone can create apps

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Re: Contractors and open source software

[Richard Gaskin via use-livecode]

Mark Talluto wrote:

> I had to work through a contract recently. This particular section was
> interesting. Thought I would share it here. I changed the organization
> name to [company] to protect this well respected entity.
>
> I can understand their view on the use of open source software. What
> are your thoughts?
>
> - - -
> Public Software. Contractor will inform [company] in advance of
> incorporating any open source software into deliverables or services
> provided to [company] under this Agreement, provide [company] with an
> analysis of alternative options that do not include open source
> software, and will proceed with the use of open source software only
> to the extent of [company]’s written consent. To the extent Contractor
> incorporates permitted open source software into products or services
> provided to [company] under this Agreement such open source software
> (and/or Contractor’s inclusion thereof) will not require any software
> developed or delivered under the Agreement to be disclosed or
> distributed in source code form or made freely available to others.
> - - -

Warren Samples' reply said it well.

Nothing to add beyond an appreciation for predictable licensing.  MIT,
Apache, GPL - all very popular and well known.

Proprietary software allows proprietary delivery, but with a very
complicated hitch: you have to review every license of every component
carefully to make sure all terms are compatible with one another.  This
is especially difficult with proprietary software since most licenses
are, well, proprietary themselves.


> I tried looking at is from a very wide perspective and considered that
> portions of the LiveCode engine are open-sourced, even if we are using
> the closed source version.

If one were delivering something under open source license, I would
strongly recommend using the GPL-governed Community Edition.  The
binaries are similar but not the same, and only the GPL-governed edition
gives you the right to redistribute the engine in standalone form under
GPL license.


> So, we requested to have that section removed from the contract. Guess
> what? They took it out. Now I have nothing to worry about. Still found
> it interesting.

Some of the best business advice I was ever given was from my boss when
I was doing contract review for an environmental remediation firm (talk
about loong contracts):

"Their counsel's job is to ask for the world.  Your job is to ask for
half of it back."

--
 Richard Gaskin
 Fourth World Systems
 Software Design and Development for the Desktop, Mobile, and the Web
 
 ambassa...@fourthworld.comhttp://www.FourthWorld.com

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Re: Contractors and open source software

[Richard Gaskin via use-livecode]

Bob Sneidar wrote:

> The Community version license I think specifies that you cannot create
> software for resale, you have to purchase a commercial license, so you
> can't produce commercial software with Community without violating the
> license.
>
> I will be corrected if this is not the case.

Your friendly neighborhood FOSS curmudgeon at your service. :)

The GPL expresses no opinion about charging a price for software.  The
"free" in "Free Software" is about freedom: you are free to use the
software however you like, modify it however you like, and share the
modifications with anyone you like.

As a practical matter, though, Free Software is also usually given away
without cost. This is not a licensing requirement, but merely a
reflection of the economic reality at play: if your user has the right
to share the software with anyone at any price or no price at all, they
usually will, so you'd sell exactly one copy.

-- 
 Richard Gaskin
 Fourth World Systems
 Software Design and Development for the Desktop, Mobile, and the Web
 
 ambassa...@fourthworld.comhttp://www.FourthWorld.com

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Re: Contractors and open source software

[Mark Wieder via use-livecode]

On 09/04/2018 04:57 PM, Warren Samples via use-livecode wrote:


It seems reasonable. They want to avoid any unanticipated legal hassles ($$$) 
with open-source license holders, and also avoid having to turn over anything 
that they would prefer to be their own private intellectual property. They're 
on the ball. How this would play out could depend on which open-source license 
is involved. There are possibly some that they could accept since they allow 
more freedom than some others.


That's my take as well. They're looking ahead to avoid conflicting 
licenses and keep out of legal trouble. I haven't seen that in a 
contract before, but now that I see it I'm surprised why not. No doubt 
it's a good thing that they pulled it out - it's something for the 
lawyer types to throw around.


A few years ago I found a clause in an nda that, among other things, 
stipulated that I was not to disclose the existence of the nda (!). I 
squawked about it and refused to sign and the lawyers struck the clause.


--
 Mark Wieder
 ahsoftw...@gmail.com

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Re: Contractors and open source software

[Mark Talluto via use-livecode]

I tried looking at is from a very wide perspective and considered that portions 
of the LiveCode engine are open-sourced, even if we are using the closed source 
version. Since I am not a fan of being involved in legal situations, I also 
considered that the software takes advantage of the internet, servers running 
Linux, PHP and Apache. I do not want to leave any potential legal issues 
uncovered. So, we requested to have that section removed from the contract. 
Guess what? They took it out. Now I have nothing to worry about. Still found it 
interesting.

-Mark Talluto


> On Sep 4, 2018, at 4:34 PM, Bob Sneidar via use-livecode 
>  wrote:
> 
> The big question I have is, do they mean the app you develop is open source, 
> as in my Forms Generator project for example, or do they mean developed with 
> open source software? As far as I know, the Indy and Business versions are 
> not considered Open Source, and so what you develop with them, unless you 
> make it so, is not Open Source. 
> 
> The Community version license I think specifies that you cannot create 
> software for resale, you have to purchase a commercial license, so you can't 
> produce commercial software with Community without violating the license. 
> 
> I will be corrected if this is not the case. 
> 
> Bob S
> 
> 
>> On Sep 4, 2018, at 16:07 , Mark Talluto via use-livecode 
>>  wrote:
>> 
>> I had to work through a contract recently. This particular section was 
>> interesting. Thought I would share it here. I changed the organization name 
>> to [company] to protect this well respected entity.
>> 
>> I can understand their view on the use of open source software. What are 
>> your thoughts?
>> 
>> - - -
>> Public Software. Contractor will inform [company] in advance of 
>> incorporating any open source software into deliverables or services 
>> provided to [company] under this Agreement, provide [company] with an 
>> analysis of alternative options that do not include open source software, 
>> and will proceed with the use of open source software only to the extent of 
>> [company]’s written consent. To the extent Contractor incorporates permitted 
>> open source software into products or services provided to [company] under 
>> this Agreement such open source software (and/or Contractor’s inclusion 
>> thereof) will not require any software developed or delivered under the 
>> Agreement to be disclosed or distributed in source code form or made freely 
>> available to others.
>> - - -
>> 
>> 
>> Best regards,
>> 
>> Mark Talluto
> 
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Re: Contractors and open source software

[Warren Samples via use-livecode]

On Tue, 4 Sep 2018 16:07:02 -0700
Mark Talluto via use-livecode  wrote:

> Public Software. Contractor will inform [company] in advance of incorporating 
> any open source software into deliverables or services provided to [company] 
> under this Agreement, provide [company] with an analysis of alternative 
> options that do not include open source software, and will proceed with the 
> use of open source software only to the extent of [company]’s written 
> consent. To the extent Contractor incorporates permitted open source software 
> into products or services provided to [company] under this Agreement such 
> open source software (and/or Contractor’s inclusion thereof) will not require 
> any software developed or delivered under the Agreement to be disclosed or 
> distributed in source code form or made freely available to others.
> - - -
> 
> 
> Best regards,
> 
> Mark Talluto

It seems reasonable. They want to avoid any unanticipated legal hassles ($$$) 
with open-source license holders, and also avoid having to turn over anything 
that they would prefer to be their own private intellectual property. They're 
on the ball. How this would play out could depend on which open-source license 
is involved. There are possibly some that they could accept since they allow 
more freedom than some others.

Warren

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Re: Contractors and open source software

[Bob Sneidar via use-livecode]

The big question I have is, do they mean the app you develop is open source, as 
in my Forms Generator project for example, or do they mean developed with open 
source software? As far as I know, the Indy and Business versions are not 
considered Open Source, and so what you develop with them, unless you make it 
so, is not Open Source. 

The Community version license I think specifies that you cannot create software 
for resale, you have to purchase a commercial license, so you can't produce 
commercial software with Community without violating the license. 

I will be corrected if this is not the case. 

Bob S


> On Sep 4, 2018, at 16:07 , Mark Talluto via use-livecode 
>  wrote:
> 
> I had to work through a contract recently. This particular section was 
> interesting. Thought I would share it here. I changed the organization name 
> to [company] to protect this well respected entity.
> 
> I can understand their view on the use of open source software. What are your 
> thoughts?
> 
> - - -
> Public Software. Contractor will inform [company] in advance of incorporating 
> any open source software into deliverables or services provided to [company] 
> under this Agreement, provide [company] with an analysis of alternative 
> options that do not include open source software, and will proceed with the 
> use of open source software only to the extent of [company]’s written 
> consent. To the extent Contractor incorporates permitted open source software 
> into products or services provided to [company] under this Agreement such 
> open source software (and/or Contractor’s inclusion thereof) will not require 
> any software developed or delivered under the Agreement to be disclosed or 
> distributed in source code form or made freely available to others.
> - - -
> 
> 
> Best regards,
> 
> Mark Talluto

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Contractors and open source software

[Mark Talluto via use-livecode]

I had to work through a contract recently. This particular section was 
interesting. Thought I would share it here. I changed the organization name to 
[company] to protect this well respected entity.

I can understand their view on the use of open source software. What are your 
thoughts?

- - -
Public Software. Contractor will inform [company] in advance of incorporating 
any open source software into deliverables or services provided to [company] 
under this Agreement, provide [company] with an analysis of alternative options 
that do not include open source software, and will proceed with the use of open 
source software only to the extent of [company]’s written consent. To the 
extent Contractor incorporates permitted open source software into products or 
services provided to [company] under this Agreement such open source software 
(and/or Contractor’s inclusion thereof) will not require any software developed 
or delivered under the Agreement to be disclosed or distributed in source code 
form or made freely available to others.
- - -


Best regards,

Mark Talluto
livecloud.io 
nursenotes.net 
canelasoftware.com 




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