Forum OpenACS Q&A: Re: Template contract for OpenACS projects

Collapse
Posted by Torben Brosten on

Staffan,

You write:

In principle, the contracts for commercial OpenACS projects are now completely confidential matters between two parties: company and client. In practice, however, these parties have no greater wish than to conduct their projects in a manner that is in line with the informal but strict standards within the community.

What are the strict standards of the community? Are they not based on engineering and social/communication standards?

A business contract is the explicit definition of a relationship between parties (business and client).

The relationship between individual participants and an open-source community is based on gift cultural values (shared philanthropy), economic cultural values (shared self-interests, trade) and individual concepts, willingness and ability to participate within the community. The cultural diversity of this international community brings other factors. The interelationship of the community is only limited by the explicitly defined publishing license. Regional common or explicit law may also shape it.

Mixing the two kinds of relationships places additional limits on the possibilities at best. Any attempt to refine the scope of the contract between individual participants and the community will inevitably conflict with individual participation and contribution of some. Not to mention that the legal binding of including the open-source community as a party is not enforceable, and could nulify the validity of the contract.

By comparing a basic contract of an open-source project with a proprietary project, it should be clear that the relationship remains between the two parties. Period.

The contract is not transferable to the community, nor can the community be held responsible for any obligations of any individual participant within the community.

A joint-venture could be arranged between multiple parties, but that still doesn't translate to the community.

In effect, the community is an abundant resource from which one can harvest from and give to without obligation of indebtness (though particpation is much much appreciated).

Recall the GPL:

This program is distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU General Public License for more details.

Sections "0" and the NO Warranty Clauses 11 and 12 provide more details. This implies that there is no liability to the community (and copyright holders) for any mis-use by any legal entity that choses to use it.

Perhaps the basic contract could focus on defining a business relationship between a business using open-source software and their clients?

You state that the "terms between businesses and clients are confidential", but most of the terms do begin with a generic behavioral, nonlegal template of sorts. Consider that there is little practical legal recourse between international business relationships; They must be fostered on a social level to work. Relying on the binding of legal contractual terms should be avoided if at all possible. Still, a generic contract could be made for standard practices between a company and it's clients within a region.

Doesn't a business relationship depend on the nature of the business? There are a variety of business models using the OpenACS community resources. The contracts vary significantly. Above, I suggested one way you could foster business relationships to include open-source resources while not limiting your market to those who already know about and accept open-source methods and values. As Malte mentioned previously, you might want to contact a lawyer to be sure to cover the applicability of any contract law to your business model.