For Approval: AT&T Source Code Agreement

[Stephen C. North]

This submission was prompted by Russell Nelson suggesting that
we re-apply. We thank him and other volunteers spending
their time on this.

1.  Most similar license: Like Jabber license in its legal basis
(licensing a right to copy, use, etc.) Like the CUAOffice license
in requiring licensees to take corrective measures if there is
accidental 3rd-party intellectual property infringment.  Its overall
conservatism seems similar to the Sun Public license.  When we
started this several years ago our attorneys were not satisfied
by the protections to the licensor in any of the 5 or 6 OSI-approved
licenses back then. (By now this thing is nearly cast in concrete
though maybe some tweaks are possible.  I could not say right now
that I have broad, high level support here.)

2. The AT&T source license includes a broad statement that the
licensee agrees not to combine software under an incompatible license.
(For example, I imagine this means L-GPL yes, GPL no because
of GPL's intentionally transitive property.)  

3. The text of the license follows.  (Nobody said it was pretty...)

SOURCE CODE AGREEMENT

Version 1.2D

PLEASE READ THIS AGREEMENT CAREFULLY. By accessing and using the Source Code, you accept this Agreement in its entirety and agree to only use the Source Code in accordance with the following terms and conditions. If you do not wish to be bound by these te

   1. YOUR REPRESENTATIONS

         1. You represent and warrant that:

               1. If you are an entity, or an individual other than the person accepting this Agreement, the person accepting this Agreement on your behalf is your legally authorized representative, duly authorized to accept agreements of this type on you

               2. You have read and fully understand this Agreement in its entirety;

               3. Your Build Materials are either original or do not include any Software obtained under a license that conflicts with the obligations contained in this Agreement;

               4. To the best of your knowledge, your Build Materials do not infringe or misappropriate the rights of any person or entity; and,

               5. You will regularly monitor the Website for any notices.

   2. DEFINITIONS AND INTERPRETATION

         1. For purposes of this Agreement, certain terms have been defined below and elsewhere in this Agreement to encompass meanings that may differ from, or be in addition to, the normal connotation of the defined word.

               1. "Additional Code" means Software in source code form which does not contain any

                     1. of the Source Code, or
                     2. derivative work (such term having the same meaning in this Agreement as under U.S. Copyright Law) of the Source Code. 

               2. "AT&T Patent Claims" means those claims of patents (i) owned by AT&T and (ii) licensable without restriction or obligation, which, absent a license, are necessarily and unavoidably infringed by the use of the functionality of the Source 

               3. "Build Materials" means, with reference to a Derived Product, the Patch and Additional Code, if any, used in the preparation of such Derived Product, together with written instructions that describe, in reasonable detail, such preparatio

               4. "Capsule" means a computer file containing the exact same contents as the computer file having the name graphviz*.* or gviz*.*, which will be downloaded after accepting, or was opened to access, this Agreement.

               5. "Derived Product" means a Software Product which is a derivative work of the Source Code.

               6. "IPR" means all rights protectable under intellectual property law anywhere throughout the world, including rights protectable under patent, copyright and trade secret laws, but not trademark rights.

               7. "Patch" means Software for changing all or any portion of the Source Code.

               8. "Proprietary Notice" means the following statement:

                  "This product contains certain software code or other information ("AT&T Software") proprietary to AT&T Corp. ("AT&T"). The AT&T Software is provided to you "AS IS". YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR USE OF THE AT&T SOFTWARE. 

                  Unless you accept a license to use the AT&T Software, you shall not reverse compile, disassemble or otherwise reverse engineer this product to ascertain the source code for any AT&T Software.

                  © AT&T Corp. All rights reserved. AT&T is a registered trademark of AT&T Corp."

               9. "Software" means, as the context may require, source or object code instructions for controlling the operation of a central processing unit or computer, and computer files containing data or text.

              10. "Software Product" means a collection of computer files containing Software in object code form only, which, taken together, reasonably comprise a product, regardless of whether such product is intended for internal use or commercial exp

              11. "Source Code" means the Software contained in compressed form in the Capsule.

              12. "Website" means the Internet website having the URL http://www.research.att.com/sw/tools/graphviz. AT&T may change the content or URL of the Website, or remove it from the Internet altogether.

         2. By way of clarification only, the terms Capsule, Proprietary Notice and Source Code when used in this Agreement shall mean the materials and information defined by such terms without any change, enhancement, amendment, alteration or modificati

   3. GRANT OF RIGHTS

         1. Subject to third party intellectual property claims, if any, and the terms and conditions of this Agreement, AT&T grants to you under:

               1. the AT&T Patent Claims and AT&T's copyright rights in the Source Code, a non-exclusive, fully paid-up license to:

                     1. Reproduce and distribute the Capsule;
                     2. Display, perform, use, and compile the Source Code and execute the resultant binary Software on a computer;
                     3. Prepare a Derived Product solely by compiling Additional Code, if any, together with the code resulting from operating a Patch on the Source Code; and,
                     4. Execute on a computer and distribute to others Derived Products,

                  except that, with respect to the AT&T Patent Claims, the license rights granted in clauses (iii) and (iv) above shall only extend, and be limited, to that portion of a Derived Product which is Software compiled from some portion of the S

               2. AT&T's copyright rights in the Source Code, a non-exclusive, fully paid-up license to prepare and distribute Patches for the Source Code.

         2. Subject to the terms and conditions of this Agreement, you may create a hyperlink between an Internet website owned and controlled by you and the Website, which hyperlink describes in a fair and good faith manner where the Capsule and Source C

         3. Except as expressly set forth in Section 3.1 above, no other rights or licenses under any of AT&T’s IPR are granted or, by implication, estoppel or otherwise, conferred. By way of example only, no rights or licenses under any of AT&T's paten

   4. YOUR OBLIGATIONS

         1. If you distribute Build Materials (including if you are required to do so pursuant to this Agreement), you shall ensure that the recipient enters into and duly accepts an agreement with you which includes the minimum terms set forth in Appendi

         2. If you prepare a Patch which you distribute to anyone else you shall:

               1. Contact AT&T, as may be provided on the Website or in a text file included with the Source Code, and describe for AT&T such Patch and provide AT&T with a copy of such Patch as directed by AT&T; or,

               2. Where you make your Patch generally available on your Internet website, you shall provide AT&T with the URL of your website and hereby grant to AT&T a non-exclusive, fully-paid up right to create a hyperlink between your website and a pa

         3. If you prepare a Derived Product, such product shall conspicuously display to users, and any corresponding documentation and license agreement shall include as a provision, the Proprietary Notice.

   5. YOUR GRANT OF RIGHTS TO AT&T

         1. You grant to AT&T under any IPR owned or licensable by you which in any way relates to your Patches, a non-exclusive, perpetual, worldwide, fully paid-up, unrestricted, irrevocable license, along with the right to sublicense others, to (a) mak

   6. AS IS CLAUSE / LIMITATION OF LIABILITY

         1. The Source Code and Capsule are provided to you "AS IS". YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THEM INCLUDING THE RISK OF ANY DEFECTS OR INACCURACIES THEREIN. AT&T DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLI

         2. IN NO EVENT SHALL AT&T BE LIABLE FOR (a) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE U

         3. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE COMPLETE EXCLUSION OR LIMITATION

   7. INDEMNIFICATION

         1. You shall indemnify and hold harmless AT&T, its affiliates and authorized representatives against any claims, suits or proceedings asserted or commenced by any third party and arising out of, or relating to, your use of the Source Code. This o

   8. GENERAL

         1. You shall not assert against AT&T, its affiliates or authorized representatives any claim for infringement or misappropriation of any IPR or trademark rights in any way relating to the Source Code, including any such claims relating to any Pat

         2. In the event that any provision of this Agreement is deemed illegal or unenforceable, AT&T may, but is not obligated to, post on the Website a new version of this Agreement which, in AT&T's opinion, reasonably preserves the intent of this Agre

         3. Your rights and license (but not any of your obligations) under this Agreement shall terminate automatically in the event that (a) notice of a non-frivolous claim by a third party relating to the Source Code or Capsule is posted on the Website

         4. You acknowledge that the Source Code and Capsule may be subject to U.S. export laws and regulations, and, accordingly, you hereby assure AT&T that you will not, directly or indirectly, violate any applicable U.S. laws and regulations.

         5. Without limiting any of AT&T’s rights under this Agreement or at law or in equity, or otherwise expanding the scope of the license and rights granted hereunder, if you fail to perform any of your obligations under this Agreement with respect

         6. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflicts of law rules. This Agreement shall be fairly interpreted in accordance with its terms and without any 

Appendix A - Minimum Terms
LICENSOR: ______________
LICENSE AGREEMENT
This License Agreement (the "Agreement") provides the terms and conditions pursuant to which you ("LICENSEE") are granted by LICENSOR a non-exclusive license to exploit the Build Materials (as defined below). PLEASE READ THIS AGREEMENT CAREFULLY.
ARTICLE 1.0 - REPRESENTATIONS
1.1. LICENSEE represents and warrants that:
(a) If LICENSEE is an entity, or an individual other than the person accepting this Agreement, the person accepting this Agreement on LICENSEE's behalf is a legally authorized representative, duly authorized to accept agreements of this type on LICENSEE's
(b) LICENSEE has read and fully understand this Agreement in its entirety; and,
(c) LICENSEE's Build Materials are either original or do not include any Software obtained under a license that conflicts with the obligations contained in this Agreement;
ARTICLE 2.0 - DEFINITIONS
2.1. "AT&T Source Code Agreement" means the agreement available at the Internet website having the URL http://www.research.att.com/sw/tools/graphviz/license/source.html, or accessed by opening the computer file having the name LICENSE.txt, if such file is

2.2. "AT&T Source Code Release" means the computer files owned by AT&T which can be obtained under license at the Internet website having the URL http://www.research.att.com/sw/tools/graphviz, or by opening the computer file named graphviz-*.* or gviz*.* 

2.3. "Build Materials" means the compilation script, Patch files and other source code files, if any, furnished by LICENSOR to LICENSEE pursuant to this Agreement. THE BUILD MATERIALS INCLUDE SOFTWARE OR OTHER INFORMATION PROPRIETARY TO AT&T. LICENSEE'S E
(a) FIRST ENTERING INTO THE AT&T SOURCE CODE AGREEMENT, AND
(b) ABIDING BY THE TERMS AND CONDITIONS OF SUCH AGREEMENT MAY (AND IF LICENSEE HAS USED ANY PATCH, LICENSEE WILL) INFRINGE OR MISAPPROPRIATE IPR OWNED OR CONTROLLED BY AT&T.

2.4. "IPR" means all rights protectable under intellectual property law anywhere throughout the world, including rights protectable under patent, copyright and trade secret laws, but not trademark rights.

2.5. "Patch" means Software for changing all or any portions of any Software contained in the AT&T Source Code Release.

2.6. "Software" means any source or object code instructions for controlling the operation of a central processing unit or computer, or computer files containing data or text.

ARTICLE 3.0 - GRANT OF RIGHTS TO LICENSEE
3.1. Subject to the terms and conditions of this Agreement, LICENSOR grants to LICENSEE under any IPR owned or licensable by LICENSOR which relates to the Build Materials, a non-exclusive license, with the right to sublicense others, to
(a) make, have made, use, sell and import, any products or services; and
(b) reproduce, distribute, perform and display all or any portion of the Build Materials, and prepare derivative works based on the Build Materials and reproduce, distribute, perform and display such derivative works.
ARTICLE 4.0 - LICENSEE'S DISTRIBUTION OBLIGATIONS
4.1. If LICENSEE distributes any products licensed pursuant to this Agreement or source code required pursuant to Section 4.2(b), LICENSEE shall ensure that the recipient enters into and duly accepts a written agreement with LICENSEE which includes the mi
ARTICLE 5.0 - AS IS CLAUSE / LIMITATION OF LIABILITY
5.1. The Build Materials contain certain software or other information ("AT&T Software") proprietary to AT&T. The AT&T Software is provided to LICENSEE "AS IS". LICENSEE ASSUMES TOTAL RESPONSIBILITY AND RISK FOR USE OF THE AT&T SOFTWARE. AT&T DOES NOT MAK

5.2. IN NO EVENT SHALL AT&T BE LIABLE FOR (a) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF O

5.3. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE COMPLETE EXCLUSION OR LIMITATION OF LIA
ARTICLE 6.0 - GENERAL
6.1. LICENSEE shall not assert against AT&T or any of its affiliated companies any claim for infringement or misappropriation of any IPR or trademark rights in any way relating to the AT&T Source Code Release.

6.2. LICENSEE'S rights and license (but not any of LICENSEE'S obligations) under this Agreement shall terminate automatically in the event that (a) any of LICENSEE'S representations or warranties in Article 1.0 are false or inaccurate, (b) LICENSEE exceed

6.3. AT&T shall be entitled, in its own name and without joining LICENSOR as a party, to enforce against LICENSEE in an action for breach of contract, any provision of this Agreement which protects, limits the liability of, or otherwise benefits AT&T. In 

6.4. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflicts of law rules. This Agreement shall be fairly interpreted in accordance with its terms and without any strict 

END OF MINIMUM TERMS 
--
license-discuss archive is at http://crynwr.com/cgi-bin/ezmlm-cgi?3