CLA Documents and AGPL Based Projects

I have been investigating the open source claims of an AGPL based project in which I am involved with and have found that the developers / maintainers of this project are forcing third party / community developers to sign a contributor license agreement before allowing them to submit code to the Github repositories.

I am wondering if such contributor license agreements are common within the open source world and also wonder if Nethserver / Nethesis also uses such agreements?

Below is a copy of the contributor license agreement for the open source (AGPL based) project (with the name of the organisation and project redacted):

Thank you for your interest in [name redacted]. In order to clarify the intellectual property license granted with Contributions from any person or entity, [redacted] must have a Contributor License Agreement (“CLA”) on file that has been signed by each Contributor, indicating agreement to the license terms below. This license is for your protection as a Contributor as well as the protection of [redacted] and its users; it does not change your rights to use your own Contributions for any other purpose. If you have not already done so, please complete and sign, then scan and email a pdf file of this Agreement to [e-mail address redacted]

Please read this document carefully before signing and keep a copy for your records.

You accept and agree to the following terms and conditions for Your present and future Contributions submitted to [redacted]. Except for the license granted herein to [name redacted] and recipients of software distributed by [redacted], You reserve all right, title, and interest in and to Your Contributions.

  1. Definitions. “You” (or “Your”) shall mean the copyright owner or legal entity authorized by the copyright owner that is making this Agreement with [redacted]. For legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity are considered to be a single Contributor. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
    “Contribution” shall mean any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to [redacted] for inclusion in, or documentation of, any of the products owned or managed by [redacted] (the “Work”). For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to [redacted] or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, [redacted] for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by You as “Not a Contribution.”

  2. Grant of Copyright License. Subject to the terms and conditions of this Agreement, You hereby grant to [redacted] and to recipients of software distributed by [redacted] a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions and such derivative works.

  3. Grant of Patent License. Subject to the terms and conditions of this Agreement, You hereby grant to [redacted] and to recipients of software distributed by [redacted] a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Work to which such Contribution(s) was submitted. If any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that your Contribution, or the Work to which you have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Work shall terminate as of the date such litigation is filed.

  4. You represent that you are legally entitled to grant the above license. If your employer(s) has rights to intellectual property that you create that includes your Contributions, you represent that you have received permission to make Contributions on behalf of that employer, that your employer has waived such rights for your Contributions to [redacted] or that your employer has executed a separate Corporate CLA with [redacted].

  5. You represent that each of Your Contributions is Your original creation (see section 7 for submissions on behalf of others). You represent that Your Contribution submissions include complete details of any third-party license or other restriction (including, but not limited to, related patents and trademarks) of which you are personally aware and which are associated with any part of Your Contributions.

  6. You are not expected to provide support for Your Contributions, except to the extent You desire to provide support. You may provide support for free, for a fee, or not at all. Unless required by applicable law or agreed to in writing, You provide Your Contributions on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON- INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.

  7. Should You wish to submit work that is not Your original creation, You may submit it to [redacted] separately from any Contribution, identifying the complete details of its source and of any license or other restriction (including, but not limited to, related patents, trademarks, and license agreements) of which you are personally aware, and conspicuously marking the work as “Submitted on behalf of a third-party: [named here]”.

  8. You agree to notify [redacted] of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.

For now we don’t ask to sign any agreements.

As a (non-legal) developer point of view, is quite clear to me that everything I contribute to an open source software remains part of the project itself: no problems so fare :smiley:

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They will likely be more and more common, as the whole world is moving toward explicit permission vs implicit permission on just about everything … and it is already standard everywhere else. It is also preventing future claimwars.

I think it is a good thing to codify those things we already agree upon to be common sense.

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I’ve seen CLAs used in other projects, but as always, the devil’s in the details. This CLA appears to grant an absolute license to the project maintainer. It would allow the maintainer to, for example, dual-license the code–to sell a commercial version of the software, under a closed-source license, incorporating your contributions. Are you OK with that? If not, you shouldn’t sign the agreement (or contribute any changes).


@giacomo, @planet_jeroen & @danb35,
Thanks for your comments. This CLA is provided by an organisation that is developing / maintaining a fairly young social media platform and is using crowdfunding as the basis for their funding / business model.

However, their own advertising and funding documentation states that this project is based on a transparent, community owned, open source ethos (which raises some questions about the wording of this CLA).

Thankfully I am not contribution any code to the actual development but I am only providing end user support and advice for this project.