Proposal for OSI Certification: The SteelBlue License

[kmself at ix.netcom.com]

On Fri, Sep 08, 2000 at 03:44:25PM -0400, Robert Buccigrossi (butch at tcg-inc.com) wrote:
> Dear Sir or Madam:
> 
>   My name is Robert Buccigrossi, Ph.D. ("Butch"), part of the Turner
> Consulting Group.  We have released the application server "SteelBlue"
> at http://www.steelblue.com/ , and as we are approaching our first
> stable release, we were hoping to prepare it for wider distribution.  We
> feel that part of this is ensuring that what we claim as "Open Source"
> is truly open source.  Therefore, I would greatly appreciate your
> posting the following license (listed after my signature) 

If it's at all possible, attempt to use (or modify to the minimal extent
possible) an existing license.  Queue time for license approval, as well
as general community confusion over licensing terms, and license
balkanization, not to mention the inevitable errors and issues arising
in sui generis license agreements, makes the "roll your own" approach
both suboptimal and very expensive.

> to the
> license-discuss list.  I am happy to be identified as one of the
> authors, and will happily entertain questions and comments at my e-mail
> address mailto:butch at tcg-inc.com .  The main goals of this license is:
> 
>  - To impose no restrictions upon the use of the software (i.e.
>    educational and commercial use is permitted)

Consider:  GPL, LGPL, BSD (w/o advertising clause), MIT, Mozilla Public
License (MozPL).

>  - Applications developed using this application server do not have
>    to be open source (i.e. can be commercial and sold)

Consider:  LGPL, BSD, MIT, Mozilla, possibly dualed with one of the
other licenses above.

>  - Modifications made to the software, if released, should be
>    reported to the original authors (i.e. TCG)

Strongly urge you drop this requirement.

>  - To permit the original authors (i.e. TCG) to be able to release
>    a commercial version of the software in the future if they choose

Of your own work or of contributed work?  Consider dual licensing as
with Mozilla (the project, not the license), StarOffice, or Troll Tech's
Qt.

>  - Hold the original authors (i.e. TCG) not liable for any defects 
>    in the program

Consider:  GPL, LGPL, BSD, MIT, MozPL, etc.

>  - To be legally binding in the United States (we've had fun wrestling
>    with our lawyers over wording :)

Take it to court and find out.  Note issues which have been raised in
recent discussions here.  Most strong licenses tend to fall back on
copyright law (17 USC) for most portions of protection.  No public
software license has AFAIK been tested in court.

>  Thank you so much for your time, and we look forward to your
> suggestions.

What is your overall objective with this technology?  Are you trying to
create a technology standard?   Consider a BSD/MIT license.  Are you
trying to create a development environment?  Consider an LGPL or MozPL
type license.  Are you trying to promote and extend free software?
Consider the GPL or LGPL.

> Butch
> 
> 
> 
> SteelBlue License (SBL)
> 
> Non-Recourse, Non-Exclusive Revocable License Agreement
> 
> The attached software application ("Program") is owned exclusively by
> Turner Consulting Group, Inc. ("TCG"), a Maryland corporation, and is
> protected by United States copyright law and international treaty.
> The right to use the Program for any and all purposes is subject to,
> and by downloading, installing and/or using this software you
> (sometimes referred to as "User") accept all of the terms and
> conditions set forth below.  The term "Program" shall include all
> portions thereof, all versions, releases, upgrades, enhancements,
> improvements, modifications, updates and all derivatives, as
> determined by TCG to be part of the Program.  Nothing herein shall be
> construed as an offer by TCG to supply any such additional materials
> or services, or restrict TCG's sale or licensing to others of products
> based upon the Program in whole or in part.  
> 
> 1.  LICENSE.  The Program is provided or made available to User by TCG
>     on an open source and non-exclusive basis.  The Program and any
>     and all rights therein, may not be sold, transferred, sublicensed,
>     distributed or otherwise conveyed by you in any manner for any
>     reason, other than in compliance with the terms of this License.

Organization-specific license significantly weakens general
acceptability of license.  

> 2.  COPIES AND DISTRIBUTION.  The Program may be copied and installed
>     on an unlimited number of User's workstations, networks and
>     information systems.  The Program, in whole or in part, may be
>     distributed by User to others, provided that distribution

Gratuitous language.  Is unrestricted copying and distribution available
or not?

>    (i) permits and enables further distribution; and 
> 
>    (ii) in every instance be accompanied by this License.  All users
>         and recipients shall remain subject to the terms and
>         conditions hereof.
> 
> 3.  RESTRICTIONS.  Except in compliance with this License, the Program

This license will not be compatible with any of:  GPL, MozPL. 

>     may not be distributed, published, sublicensed or otherwise
>     disseminated or exploited by User or any other person or entity
>     without the prior written consent of TCG in each instance.  All
>     use of the Program, and all copies, correspondence, publications
>     and other materials used therewith, shall indicate in a prominent
>     manner that the Program is subject to this License and the rights
>     of TCG, and shall be accompanied by the restrictions set forth
>     herein.  The grant of the license of the Program does not include
>     the conveyance by TCG of any ownership right, title or other
>     interest.
> 
> 4.  MODIFICATIONS.  Modifications of the Program may be made and
>     distributed only under the following conditions:
> 
>   a.  Modifications may not alter or remove any copyright notices in
>       the Program with respect to TCG.

An attribution preservation clause should suffice here.

>   b.  All distributed modifications to the Program shall immediately
>       become subject to a permanent non-exclusive royalty-free right
>       hereby granted to TCG to include such modifications in the
>       Program as it may determine from time to time, and the
>       unrestricted right to distribute such modification in all future
>       versions of the Program, without obligation to User of any kind.

This spanks of the Netscape Public License.  Such language is likely to
be of limited acceptability to the broader free software community.

>   c.  Upon distribution, the source code of all modifications to the
>       Program must be made available free of charge to TCG as
>       specified on the Web page at
>       http://www.steelblue.com/modifications/ .

Ditto.  Also possibly conflicts with OSI Open Source definitions.
Definitely not compatible with the FSF's privacy concerns.

> 5.  TERMINATION.  In the event of any default or failure of User to
>     abide by the terms hereof, this license may be revoked by TCG
>     without prior notice and all rights granted hereunder rescinded.
>     In the event of such revocation, the Program and all copies
>     thereof however stored and on all media, temporary and permanent,
>     shall be returned to TCG or destroyed or otherwise disabled by
>     User.  Upon request User shall provide sufficient evidence of
>     compliance said obligation.

Unilateral termination language is generally not favorably received.
You can yank rights at any time.  Sorry, I won't play.

> 6.  COPYRIGHT. All right, title and interest in and to the Program,
>     including but not limited to the copyright and the right to sell,
>     transfer, license or otherwise convey the Program and any rights
>     therein, remain exclusively with TCG.  The license granted
>     hereunder does not include the right to use the name "TCG" or any
>     trademark, servicemark, ownership right, copyright or other
>     property of TCG in any manner.

Nope.

If you want to have a separate developers' agreement with an assignment
of copyright, I might consider it.  As it is, this may become a license
with insufficient consideration for the developer.  It's also a socially
undesirable clause.

> 7.  WARRANTY.  THE PROGRAM IS PROVIDED BY TCG 

What about warranty protections to third party distributors?

>     ON AN "AS IS" BASIS.  TCG MAKES AND EXTENDS NO WARRANTIES OR
>     GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, WITH REGARD TO THE
>     PROGRAM, ITS OPERATION, COMPATIBILITY, USE OR ANY OTHER BENEFIT OR
>     FEATURE IN ANY MANNER, OR THE DOCUMENTATION PROVIDED THEREWITH.
>     ALL RISK OF USE IS ASSUMED BY USER.  TCG MAKES NO WARRANTY OF ANY
>     KIND WITH REGARD TO MERCHANTABILITY, FITNESS FOR A PARTICULAR
>     PURPOSE, DESTRUCTIVE CODE, CALENDAR COMPATIBILITY, 
                                 ^^^^^^^^^^^^^^^^^^^^^^ 
Y2K?

>     OR WITH REGARD TO ANY RIGHTS OR INFRINGEMENT OF ANY RIGHTS THAT
>     MAY BE ASSERTED BY OTHERS.  IN NO EVENT SHALL TCG BE RESPONSIBLE
>     FOR ANY DAMAGES OF ANY KIND THAT MAY ARISE IN CONNECTION WITH THE
>     LICENSE, USE, INSTALLATION, OPERATION, STORAGE OR OTHER FUNCTION
>     OF THE PROGRAM, INCLUDING BUT NOT LIMITED TO ACTUAL, SPECIAL OR
>     CONSEQUENTIAL DAMAGES, LOSS OR DESTRUCTION OF DATA OR SYSTEMS,
>     BUSINESS INTERRUPTION, LOSS OF REVENUE OR PROFIT, LOSS OF
>     OPPORTUNITY, OR ANY OTHER MONETARY OR NON-MONETARY LOSS,
>     NOTWITHSTANDING THAT INFORMATION REGARDING THE POSSIBILITY OF SUCH
>     LOSS MAY HAVE BEEN PROVIDED AT ANY TIME TO TCG, ITS AGENTS OR
>     EMPLOYEES.  IN NO EVENT SHALL TCG'S LIABILITY EXCEED THE PURCHASE
>     PRICE PAID BY USER TO TCG FOR THE LICENSE HEREIN GRANTED.
> 
> 8.  GOVERNING LAW.  This license shall be governed under the laws of
>     the State of Maryland, the courts of which state shall have sole
>     jurisdiction, and shall be the sole venue, of all actions that may
>     arise hereunder.

It might be appropriate to specify county or city as well if this is
your intent.

-- 
Karsten M. Self <kmself at ix.netcom.com>     http://www.netcom.com/~kmself
 Evangelist, Opensales, Inc.                    http://www.opensales.org
  What part of "Gestalt" don't you understand?   Debian GNU/Linux rocks!
   http://gestalt-system.sourceforge.net/    K5: http://www.kuro5hin.org
GPG fingerprint: F932 8B25 5FDD 2528 D595 DC61 3847 889F 55F2 B9B0
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