Switchmode Developer Agreement
an open form contract for open source contractors
Contracts are prescription-strength legal devices. If you need terms for a contracting relationship, don't be an idiot. Hire a lawyer. A good one will ask good questions. They may decide this form fits your needs.
Do not put confidential information about you, your work, or your clients in issues or pull requests. Do not ask for legal advice on GitHub, or try to disguise requests for legal advice as general questions or hypotheticals. You don't want advice from anybody dumb enough to fall for that.
The Switchmode Developer Agreement is a new breed of independent contractor agreement for open-source developers doing a mix of open and closed projects for clients. Unlike a "traditional", Silicon Valley-style independent contractor or consulting agreement, Switchmode addresses the use and release of open-source software directly.
New and Novel
Switchmode uses the terms of an open-source license, The Apache License, Version 2.0, as the terms of license between developer and client. Most clients' lawyers know Apache well, and use a ton of software under its terms already. To address additional, reasonable expectations for paid work, Switchmode layers additional terms about provenance and ownership on top of Apache for work from the developer.
Switchmode sets up an open release process the developer can use to request permission to publish reusable components of company-owned, closed-project work under The Apache License. When approved, the developer can release code under an Apache License under sublicense through Switchmode, without disclosing who the client was. The client can optionally choose direct attribution.
Plain-language, two-way confidentiality terms cover all projects and work. There's an explicit exception for approved open releases, as well as a special exception for disclosing technical details when working with developers of open-source software used for a project.
Both the open release process and community-work exception involve a "technical representative" who speaks for the client on engineering matters with low legal and business risk.
Switchmode is structured as a master agreement setting out terms that apply to work agreed in "Project Summaries" signed by developer and client. There are all kinds of names for this kind of arrangement: statements of work, work orders, and so on.
Each Project Summary describes the work to be done on a project, what the client will pay for it, and whether it is an "open project" or a "closed project". Different intellectual property and confidentiality terms apply to work on the project, depending on whether it's closed or open.
Switchmode comes with a number of starting-point templates for projects of various kinds.
The repository has configuration to build copies of the terms in various formats, including Word, PDF, Markdown, and native Common Form.
git clone https://github.com/switchmode/switchmode cd switchmode git checkout $edition make docker
Dockerfile uses a Debian Linux base image for Node.js, and installs other build tools from Debian package repositories. If you want to build without Docker, have a look at the
RUN lines in
Dockerfile to see what you'll need.
The Switchmode Developer Agreement can only improve and succeed with the help of community members---lawyers, coders, and businessfolk---who take time to share their thoughts and experiences. In addition to the Git commit log, see
THANKS.md for thanks and credits.