What is conservancy? In a nutshell:
- Contributors assign IP to the Plone Foundation.
- Plone Foundation provides a grant-back under the GPL.
- If the Plone Foundation later votes to do so, commercial licenses could be negotiated to achieve self-funding.
- Am I voting for dual licensing? No. This proposal will not lead directly to dual licensing. If the foundation wants to pursue dual licensing, that will happen in another proposal and another vote.
- What if I want to use my contribution in another non-GPL project? Good question. This is a drawback in the assignment model. It can be accomodated by having the Foundation act as the contributor of your work, rather than you. Meaning, there are ways to make this still possible.
- Why not do things like Apache, Python, etc. for license vs. assignment? Alan and Alex feel strongly that the Plone community as a group should own Plone. The Foundation, as the organized legal entity for the community, should be the caretaker and guardian for the intellectual property. This group-first approach is sometimes, but not always, the case in other projects.
- How is the FSF related? Very early in the process, before the boostrapping board was created, Alan talked with Bradley Kuhn and Eben Moglen about how to create a foundation that was self-funding. The FSF used Plone and wants it to succeed, and also wanted to create a strong example of Eben's conservancy model for community foundations. The proposal provides a link to Eben's original note on conservancy for Plone.
- What is the status quo?. The most official version of the status quo is that companies can approach Alan or Alex and negotiate a relicense away from the GPL. However, most contributors don't realize this, accept this, or just overlook it. Clearly there isn't a well-described status quo regarding the intellectual property disposition of contributions. However, remember that conservancy != dual-licensing. Our community may choose to support conservancy and not dual-licensing. A vote for conservancy is not a vote for dual-licensing.
- Who is legally responsible currently? Under the current structure, if any company for any reason believes Plone caused harm to them and wants to take legal action, it would be directed personally at Alan and Alex. They certainly shouldn't responsible for whatever outcome might arise from a major software work like Plone. The conservancy model protects all the contributors of Plone and places responsibility on the Plone Foundation. It also protects Alan and Alex.
- How did this proposal get started?. Computer Associates has a desire to base a document management product on Plone. This was the nudge that overcame all the previous inertia that prevented a response when other companies talked with Alan and Alex.
- Is this the only proposal? This conservancy proposal has been floated, discussed publicly, discussed privately, and unanimously accepted by the first and second Plone Foundation board as the right step. It might not be approved by the membership and might not be the only proposal later on, but at the moment it is the only detailed proposal in play.
- Can large enterprises take over the board and thus the intellectual property? The board currently has two special seats, available for one year. The membership has to vote to create or renew these seats. Thus, the board is in the hands of the membership. There are two other safeguards: the members can vote, per the bylaws, to remove a board member, and the contributor agreement can contain a requirement that the code is always available under a free/open license.
- Are their provisions for arbitration? Not at the moment, but we can investigate this and find the best way to incorporate arbitration (bylaws, contributor agreement, etc.)
Why a U.S. jurisdiction?
This subject came up early in the formation, before there was a real membership. The "bootstrappers" had an offer for free legal work under a U.S. jurisdiction, which is the same jurisdiction as all the open source software layers below Plone. The decision was made by the bootstrapping board to go with the most common jurisdiction and take the free legal help.
There is plenty of concern regarding perceptions of dangerous tendencies in U.S. intellectual property law. The board is investigating ways to have escape hatches or other techniques to address this by getting European lawyers to do a risk analysis and provide alternatives. Unfortunately, this might involve non-free legal advice and might take some time.
- What are some of the perceived legal threats? While SCO is often cited as a leading example, there are others that are more likely. Examples cited in the conservancy discussion include the Mambo CMS lawsuit,veiled patent threats, and theJBoss-ASF tangle. While some have argued that having no shared ownership is a solution, this isn't viewed by the board as a long-term solution for customers and users.
- Why does the FSF advocate copyright assignment? When talking with the FSF and other legal counsel, the opinion expressed was that copyright assignment is the most sound legal basis for the IP. The FSF has a page explaining why copyright assignment is the approach they use.
In particular, we've heard from people that this is a sticking point for conservancy, and we're working with lawyers now to get language so that contributors will be able to use their code in other projects/products. Details to follow soon.