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License Apache-2.0 instead of MIT
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kemitchell committed Jan 16, 2018
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2 changes: 1 addition & 1 deletion CONTRIBUTING.md
Expand Up @@ -36,7 +36,7 @@ Wishlist from lawyer-folk:

- Any thoughts from in-house counsel who hire open source developers, either for open source or proprietary work, in particular? Would you approve this for signature with the right contractor?

- Does the "Separate MIT License" concept make sense?
- Does the "Separate Apache License" concept make sense?

- Any show-stopping issues in the Open Release process?

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4 changes: 2 additions & 2 deletions README.md
Expand Up @@ -18,9 +18,9 @@ The Switchmode Developer Agreement is a new breed of independent contractor agre

### New and Novel

Switchmode uses the terms of an open-source license, The MIT License, as the terms of license between developer and client. Most clients' lawyers know MIT 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 MIT for work from the developer.
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 MIT License. When approved, the developer can release code under an MIT License under sublicense through Switchmode, without disclosing who the client was. The client can optionally choose direct attribution.
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.

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6 changes: 3 additions & 3 deletions agreement.cform
Expand Up @@ -36,7 +36,7 @@

\Developer Retains IP\ <Developer> retains all <Intellectual Property Rights> in <New Intellectual Property>.

\License to Company\ On <Company>'s full payment of each <Developer> bill for the <Project>, <Developer> licenses <New Intellectual Property> created during work charged on that bill to <Company>. For <Intellectual Property Rights> in <Derivatives> of <Open Software>, the terms of the license are the same terms on which the <Open Software> is licensed to the public. For other <Intellectual Property Rights>, the terms are those of a <Separate MIT License>.
\License to Company\ On <Company>'s full payment of each <Developer> bill for the <Project>, <Developer> licenses <New Intellectual Property> created during work charged on that bill to <Company>. For <Intellectual Property Rights> in <Derivatives> of <Open Software>, the terms of the license are the same terms on which the <Open Software> is licensed to the public. For other <Intellectual Property Rights>, the terms are those of a <Separate Apache License>.

\Public License\ <Developer> agrees that if <Developer> makes <New Intellectual Property> available to the public, <Developer> will do so under the same terms that <Developer> licenses it to the <Company> under {License to Company}.

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\Approving Open Release Request\ If the <Technical Representative> fails to send a decision in time for a <Proposed Release> that is a <Generic Improvement to Open Source> and was noted as a <Generic Improvement to Open Source> in the <Open Release Request>, that <Proposed Release> becomes an <Approved Release>. Otherwise, a <Proposed Release> becomes an <Approved Release> only if the <Technical Representative> confirms that decision in writing.

\License to Release\ <Company> licenses <New Intellectual Property> in each <Approved Release> to <Developer>. The license permits <Developer> to sublicense the <Approved Release> to the public. For an <Approved Release> that is a <Copyright Derivative> of <Open Software>, the terms of the public license must be the same terms on which the <Open Software> is currently licensed to the public. Otherwise, the terms of the public license must be a <Separate MIT License>. In either case, unless an executive officer gives <Notice> of permission to attribute the <Approved Release> to the <Company> by name, <Developer> must replace the standard copyright notice with a statement that <Developer> sublicenses under PUBLICATION.
\License to Release\ <Company> licenses <New Intellectual Property> in each <Approved Release> to <Developer>. The license permits <Developer> to sublicense the <Approved Release> to the public. For an <Approved Release> that is a <Copyright Derivative> of <Open Software>, the terms of the public license must be the same terms on which the <Open Software> is currently licensed to the public. Otherwise, the terms of the public license must be a <Separate Apache License>. In either case, unless an executive officer gives <Notice> of permission to attribute the <Approved Release> to the <Company> by name, <Developer> must replace the standard copyright notice with a statement that <Developer> sublicenses under PUBLICATION.

\Developer Guarantees\ <Developer> guarantees that:

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Information is not <Publicly Available> just because it synthesizes other information that is <Publicly Available>.

\\ ""Separate MIT License"" means The MIT License, in the form standardized by Software Package Data eXchange with the identifier "MIT", interpreted as an entirely independent legal document, without reference to these terms or the circumstances of <Developer> and <Company>'s contractor-client relationship.
\\ ""Separate Apache License"" means The Apache License, Version 2.0, in the form standardized by Software Package Data eXchange with the identifier "Apache-2.0", interpreted as an entirely independent legal document, without reference to these terms or the circumstances of <Developer> and <Company>'s contractor-client relationship.

\\ ""Software"" means computer code and software configuration, whether in source, script, or compiled form, for any software or hardware platform, and stored in any format.

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