A CLA towards multiple copyright holders

Steven Noels stevenn at outerthought.org
Tue Aug 17 12:41:49 UTC 2004

Hello all,

for our own open source endeavours, I'm using the new Apache license 
documents as templates, which has been working out pretty well so far. 
"We" (as in: a small Belgian company) have created two open source 
projects so far, partnering with a customer, and we (as in: the 
customer and us) have agreed to *share* the copyright. In real life, 
this means we have an agreement to discuss license and policy changes 
with each other before going external.

So our situation is that our software is (c) jointly by FOO llc and BAR 
inc, which I summarize in license texts as "the XYZ product group", 
where XYZ is the name of the product (obviously). "The XYZ Product 
Group" isn't a legal entity however, so I suspect it cannot receive a 
copyright license for outside contributions. FOO llc and BAR inc 
obviously *are* legal entities.

We're at the point now however to handle outside contributions, with 
one external developer who will receive commit karma on our source 
repository. Before doing so, I want to send him a Contributor License 
Agreement (culled from http://www.apache.org/licenses/cla.txt) in order 
to clarify IP and copyright ownership. As far as I understand, having 
CLAs on file, hence clearly receiving a written copyright license, 
makes changes afterwards with regards to license conditions and/or 
donation of the entire codebase to another open source entity (like: 
ASF) much easier.

I'm confused however ATM by this "dual copyright holder" thing. Is it 
appropriate to require the prospective contributor to sign off a CLA 
and providing a copyright license to two parties at the same time, in 
the same document?

Text would be like this:

                       The XYZ Product Group

                    Contributor License Agreement

Thank you for your interest in XYZ.  In order to clarify the 
property license granted with contributions of software from any person 
or entity
(the "Contributor"), the XYZ Product Group would like to have a 
License Agreement on file that has been signed by the Contributor,
indicating agreement to the license terms below.  This license is for
your protection as a Contributor of software to the XYZ Product Group 
and does
not change your right to use your own contributions for any other 


and I would add a clause 0. to the original CLA along the lines of:

0. "The XYZ Product Group" consists of FOO llc and BAR inc.

So I have two basic questions:

- does it make any sense to require a copyright license from a future 
contributor to two legal entities under an umbrella name, or should it 
be only one?

- if it does make sense, how would I then need to formulate the fact 
that The XYZ Product Group is the temporary union (for the purpose of 
holding the copyright of XYZ) of two legally separate entities?

I hope I'm allowed to post such practical licensing questions in this 

Best regards,

Steven Noels                            http://outerthought.org/
Outerthought - Open Source Java & XML            An Orixo Member
Read my weblog at            http://blogs.cocoondev.org/stevenn/
stevenn at outerthought.org                stevenn at apache.org

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