Below is proposal by Eben Moglen, legal counsel for the FSF (Free Software Foundation). The
basic idea is simple:
o Contributors assign the IP of the contribution.
o The Plone Foundation provides a grant-back under the GPL.
o The Plone Foundation could choose to self-fund by a
separate, commercial license.
This is the *conservancy* model. The Plone Foundation board feels
this is the best starting point for discussion on Plone's IP and
would like to work with the FSF to make Plone a good example of the
Construction and Licensing for Non-Profit Free Software Stewardships
(Note: this is the text from a post by Eben Moglen to the Plone
Foundation's IP committee list.)
Taking a free software project to a mature organizational and legal
structure can feel like a big step: what has often been a loose
social system held together by shared technical enthusiasm becomes
something more formal and apparently inflexible. But a good legal
and organizational strategy is like good internal debugging tools
and sound documentation policy: an investment in future enhancements
A number of questions arise about the process that you are
designing, and it makes sense to separate them into input and output
stages: your project as an organization both acquires and
distributes code and other works of authorship. Understanding the
relationship of those stages then follows more easily.
On the input side, does your project act as a conservator or a
publisher? Conservators--museums, libraries, archives, and other
similar organizations---take permanent care of the works entrusted
to them. Publishers arrange the public distribution of others'
works. Conservators need legal power to protect what is in their
charge: you should expect the conservator to hold assignments of
copyright. Under US copyright law mere licensees have no power to
enforce copyrights. Publishers acquire works under license
The two positions outlined are not the only possibilities, but they
represent functional definitions of positions frequently occupied.
FSF is the conservator of much of the GNU Project; Linus Torvalds
and the other central developers have been the publishers of the
In general, where a project already consists of a strong community
accustomed to working together, the conservator approach seems to me
preferable. Where developers are not uncomfortable about managing
their copyrights through a political arrangement within the
conservation trust, the assignment system produces a single
maximally-defensible copyright, a clear authority to enforce license
compliance, and a single responsible party with whom downstream
users and distributors can deal over legal issues.
In order to make the conservancy structure work, assignments should
return a license to the collective work under appropriate free
software terms, so that each contributor retains a power to
distribute the work freely. For this purpose, a copyleft license
such as GPL can be used for the license-back, thus assuring that the
conservancy can engage in dual licensing, while contributors can be
assured that there will always be a fully free version that will not
compete against any dual-licensed version.
Note, however, that if code is assigned that has been published
under or includes GPL'd code, the output project can only be
licensed under GPL, and is not subject to dual licensing, unless
*all* copyright holders in the GPL'd code have assigned.
The Plone Case
In the particular case of Plone, it seems to me that the conservancy
model straightforwardly applies. The conservancy can support itself
by dual licensing if all code is assigned, and if a GPL-grantback to
the entire work is afforded to all external assignors. The result
is a Plone Foundation that can enforce copyright on all portions of
the code and docs, is responsible for registration and recording,
etc. All assignors know that their and all code will stay free
forever; those who want to use the code in proprietary products can
get royalty-bearing license from the Foundation. Note also that if
copyright is assigned to the Foundation, tax benefits may accrue to