For Approval: MindTree Public License

David Ryan david at livemedia.com.au
Mon Oct 10 07:05:58 UTC 2005 

A few comments:

- Have you reviewed the "open vendor" license?  This has a number of 
similar elements and aims as the MTPL.  This has been discussed 
extensively on the list. More details can be found at 
http://openvendor.org and by reading the list archives. 
http://www.crynwr.com/cgi-bin/ezmlm-cgi?3

- You will find getting a new license approved much easier if you can 
make it reusable.  There is no way I could re-use the MTPL license in 
its current form.  This license can only be used by MindTree.

- Your license attempts to grant any modifications made by third parties 
to MindTree.  I will be surprised if you are able to get this 
requirements past members of the list.  Please review the OVPL which 
grants a license only under the condition that the modification is 
continued to be made available under the OVPL.

Hope that helps.
Regards,
David.

Shahnawaz Khan wrote:

> I am providing more details as required by members on this mailing list.
>  
> 1. I have renamed the abbreviation of "MindTree Public License" to 
> MTPL instead of MPL. This is to avoid confusion with Mozilla Public 
> License.
>  
> 2. To the best of my knowledge and understanding there is no OSI 
> approved license that is exactly similar to the proposed MindTree 
> Public License. We want to release our software for use in public 
> domain through open source but would like the freedom to alternatively 
> license it commercially if required. This is similar to the way MySQL, 
> TrollTech and other similar organizations release software in both 
> Open Source and also have the freedom to license it commercially. 
>  
> 3. The proposed "MindTree Public License" is a copy left license -- to 
> my understanding as much as GPL. MTPL provides users of software 
> released within MTPL the freedom to  redistribute and change MTPL 
> software.
>  
> 4. MTPL asks for copy right assignment back to MindTree for 
> contributions as is in GPL.
>  
> 5. MTPL mandates that users of MTPL software can't patent 
> software/modifications released under MTPL.
>  
> 6. MTPL is not compatible with GPL when a combined work consisting of 
> GPL/MTPL is redistributed.
>  
>  
> Regards,
> Shahnawaz
>  
>  
> ------------------------------------------------------------------------
> *From:* Shahnawaz Khan
> *Sent:* Thursday, October 06, 2005 10:24 AM
> *To:* 'license-discuss at opensource.org'
> *Subject:* For Approval: MindTree Public License
>
>  
> There is no OSI certified license that is similar to proposed MindTree 
> Public License. We want to distribute MindTree IP in OpenSource under 
> our own Open Source compliant license. This license will be specific 
> to IP developed by MindTree.
>  
> Software distributed under MindTree Public License can be used with 
> other OSI certified licenses. Derivative works for software released 
> under MindTree Public License would need to be released under MindTree 
> Public License. 
>  
> MindTree Public License is attached with this email.
>  
>  
> Regards,
> Shahnawaz Khan
>  
>
>------------------------------------------------------------------------
>
>MINDTREE PUBLIC LICENSE
>Version 0.1        06 October 2005
>
>MindTree Consulting Private Limited ("MindTree") is the owner of the Original Licensed Software and proposes to permit the use, copy, Distribution or Modification of the Original Licensed Software under the terms of this MindTree Public License (the "MTPL").
>
>By clicking on the I Agree button below, You shall be affirming that You have read the terms and conditions of this MTPL and that You agree to be bound by the terms of this MTPL and that You will abide by and adhere to the duties and obligations contained in this MTPL. Your electronic acceptance shall operate as a valid binding contract for the purpose of all applicable laws in this regard.
>
>1.	MindTree is the owner of the Original Licensed Software, in its entirety, as protected by Indian law and international conventions. Subject to the terms of this MTPL, MindTree hereby grants You a world-wide, royalty-free, perpetual, non-exclusive license to install, use, reproduce, Modify, display, perform and Distribute the Original Licensed Software verbatim or portions thereof (including Modifications), in Source Code, with or without the object code.
>
>[Comments] This is in compliance with OSD #1 & #2
>
>2.	In the event You Distribute copies of the Original Licensed Software, You agree that You shall Distribute the same under the terms of the MTPL, make available a copy of this MTPL to every recipient of the Original Licensed Software and ensure that such recipient is bound by the terms and conditions of this MTPL. Any failure on Your part to Distribute the Original Licensed Software, under the terms of the MTPL, including providing a copy of this MTPL, shall render You liable for all direct or indirect consequences arising from such failure, including any indemnification to be provided to MindTree for all such consequences.
>
>[Comments] This is in compliance with OSD # 3
>
>3.	You shall not be required to publish, in accordance with this MTPL, any Modifications to the Original Licensed Software in the event You do not intend on Distributing the same. However, in the event You Distribute the Modifications to the Original Licensed Software, You agree that upon the first instance of Distribution, the Modifications to the Original Licensed Software, You shall be deemed, in consideration for the mutual rights and obligations contained herein, to have assigned all of Your intellectual property rights (including copyright and patent rights) in any Modifications to MindTree. You agree that such assignment shall be perpetual, worldwide, royalty free and non-revokable. In consideration of Your assignment of the intellectual property rights of Your Modifications, MindTree shall simultaneously grant You a perpetual, world-wide, royalty-free, non-revokable, non-exclusive licence to use and Distribute the Modifications. You also agree to waive all moral rights that You may have in Your Modifications. You further agreed that such assignment shall not lapse nor the rights transferred therein revert to You, even if MindTree does not exercise the rights under the assignment within a period of one year from the date of assignment. You acknowledge and agree that You shall waives any right to and shall not raise any objection or claims with respect to the assignment.
>
>[Comment] This is to enable MindTree Consulting Pvt Ltd have copyright ownership of modified software and distribute the modifications under a commercial license if required.
>
>4.	If the assignment under Section 4 is ineffective or does not occur for any reason, You grant to MindTree a royalty free, perpetual, worldwide licence to use all intellectual property rights You have in all Modifications, including the right to grant licences to others on the terms of this MTPL or any other license. You acknowledge that notwithstanding the provisions of Section 30A read along with Section 19(4) of the (Indian) Copyright Act, 1957, the license shall not lapse nor the right transferred therein revert to You even if MindTree does not exercise the rights under the license within a period of one year from the date of the license. You shall not take any steps against MindTree to revoke the license granted hereunder. You, as a Contributor, agree to grant to others a world-wide, perpetual, royalty-free, non-exclusive license, subject to third party intellectual property claims, to install, use, reproduce, Modify, display, perform, and Distribute any Modifications created by such Contributor or portions thereof, in Source Code with or without the Object Code, either on an unmodified basis or as part of the any larger work. 
>
>[Comment] This is to enable MindTree Consulting Pvt Ltd have copyright ownership of modified software and distribute the modifications under a commercial license if required.
>
>
>5.	All Modifications created and Distributed by You shall be clearly identifiable to have been made by You. You shall submit, in writing or electronically in a manner that can be unequivocally attributed to You, Your Modifications to MindTree, or any other agency authorized to make available the Original Licensed Software, for its inclusion in the Original Licensed Software. Your Modifications shall be documented in a file as part of the Source file which shall also contain Your name, permanent physical address, email address, the date of the modification. If You have knowledge that a license to a third party's intellectual property right is required to exercise the rights granted by this MTPL to Your Modifications, including the right to use an API, You must declare so and describe the claim and provide adequate information about such party in the said file.
>
>[Comment] This is in compliance with OSD # 4
>
>6.	You represent to MindTree and any other users that Your Modifications are Your original work and that neither it nor its assignment, licence or use under this MTPL or its revised versions, infringes the intellectual property rights of any other person other than a patent identified and declared by You as part of Your file in the Source Code. You shall indemnify, defend and hold harmless MindTree or any other user from and against all demands, liabilities, causes of action, judgments, costs, claims, damages, suits, losses and expenses (including attorneys' fees), of any nature, kind or description of any person or entity whomsoever as a result of and arising our of any breach of representation and warranty provided herein.
>
>[Comment] This is in compliance with OSD # 4 and adds clause for IP protection in case of modifications
>
>7.	When Distributing the Modifications and the Original Licensed Software, You shall ensure that the Source Code of the Modifications and the Original Licensed Software are published under the terms of this MTPL and the Modifications and Original Licensed Software are Distributed under the terms and notices of this MTPL. Any failure on Your part to Distribute the Original Licensed Software (including its Modifications), under the terms of the MTPL, including providing a copy of this MTPL shall render You liable for all direct or indirect consequences arising from such failure, including any indemnification to be provided to MindTree for all such consequences.
>
>[Comment] This is in compliance with OSD # 3
>
>8.	This MGL, in no way, grants any rights to trademarks, copyrights, patents, trade secrets or any other intellectual property of MindTree or of any Contributor except as expressly stated herein. You agree that You shall not register a patent or other intellectual property right in respect of the Original Licensed Software or any Modifications.
>
>[Comment] This is to prevent patenting of software released under this license
>
>9.	If any provision of this MTPL shall be invalid or unenforceable to any extent, for any reason including by reason of any law or regulation or government policy or decision of a court of law, as against You, You shall cease to carry out such acts which conflict with the terms of this MTPL. Further, You agree that the remainder of this MTPL and the application of such provision to You other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
>
>[Comment] This is in compliance with OSD # 5
>
>10.	THE ORIGINAL LICENSED SOFTWARE (INCLUDING ITS MODIFICATIONS) IS PROVIDED UNDER THIS LICENSE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE ORIGINAL LICENSED SOFTWARE IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE ORIGINAL LICENSED SOFTWARE (INCLUDING ITS MODIFICATIONS) IS WITH YOU. SHOULD ORIGINAL LICENSED SOFTWARE (INCLUDING ITS MODIFICATIONS) PROVE DEFECTIVE IN ANY RESPECT, YOU (AND NOT MINDTREE OR ANY OTHER CONTRIBUTOR) ASSUME THE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF ORIGINAL LICENSED SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
>	
>[Comment] This is to limit warranty claims for software distributed under this license
>
>11.	YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE ORIGINAL LICENSED SOFTWARE AND YOU AGREE THAT IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE SHALL MINDTREE BE HELD LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES WITH RESPECT TO ANY CLAIM, FOR ANY REASON, INCLUDING BUT NOT LIMITED TO ON ACCOUNT OF OR ARISING FROM USE OF THE ORIGINAL LICENSED SOFTWARE, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
>
>[Comment] This is to limit warranty claims for software distributed under this license
>
>12.	In the event You fail to comply with the terms of this MTPL and fail to cure a breach within thirty (30) days of becoming aware of such breach, the MTPL and the rights granted hereunder will automatically terminate as regards You. From the date of termination, You shall cease to use the Original Licensed Software. All Distributions of the Original Licensed Software that are properly made shall however survive any termination of this MTPL. Provisions that, by their nature, must remain in effect beyond the termination of this MTPL, shall survive.
>
>[Comment] This is a clause listing termination of license
>
>13.	If You initiate litigation by asserting a patent infringement claim against MindTree or a Contributor ("Respondent") alleging that Original Licensed Software directly or indirectly infringes any patent, then any and all rights granted by such Respondent to You under Sections 1 or 4 of this MTPL shall terminate prospectively upon thirty (30) days notice from Respondent (the "Notice Period") unless within that Notice Period You either agree in writing to withdraw Your litigation claim with respect to the Original Licensed Software against such Respondent, failing which the rights granted by MindTree or Contributor to You under Sections 1 and 4 automatically terminate at the expiration of said Notice Period.
>
>[Comment] This is clause listing termination of license in event of patent infringement claims
>
>14.	This MTPL shall be governed by and construed and interpreted in accordance with the laws of India, without giving effect to any conflict of law principles. You hereby irrevocably consent to the exclusive jurisdiction of the Courts of the Bangalore in connection with any action or proceeding arising out of or relating to this MTPL.
>
>[Comment] This license is in accordance and governed by Indian Laws
>
>15.	MindTree has the right to publish revised and/or new versions of this MTPL. The Original Licensed Software, as published under a particular version of the MTPL, will continue to be used under the terms of that version. You may also choose to use such Original Licensed Software under the terms of any subsequent version of the License published by MindTree. No one other than MindTree has the right to modify the terms applicable to Original Licensed Software created under this License
>
>[Comment] This clause is to enable MindTree to come up with new versions of this license
>
>16. 	Definitions and Interpretation
>
>"Contributor" shall mean MindTree and any individual or legal entity on behalf of whom a Contribution has been received by MindTree and subsequently incorporated within the Original Licensed Software.
>
>"Distribute" shall mean to post, publish, upload, initiate, transfer or otherwise make available the Original Licensed Software (including its Modifications) to another party, and shall specifically cover the act of placing a copy of the Original Licensed Software anywhere that another party might reasonably be expected to gain access. Distribution may be possible in any medium (whether tangible or intangible, fixed or unfixed), including, but not limited to, document-based medium, computer-based network, network, magnetic means, electronic means, and any other method for the publication, retention, conveyance, possession or holding of content.
>
>"Interface" shall mean interfaces, functions, properties, class definitions, APIs, Header Files, GUIDs, VTables, and/or protocols allowing one piece of software, firmware or hardware to communicate or interoperate with another piece of software, firmware or hardware.
>
>"Modification(s)" shall mean (i) any addition to, deletion from and/or change to the substance and/or structure of the Original Licensed Software, including Interfaces; (ii) any addition to, deletion from and/or change to the files or modules of the Source Code; (iii) adding any new file that contains any part of Original Licensed Software. Modifications shall also include translations of the Original Licensed Software.
>
>"Original Licensed Software" shall mean the software licensed under this MTPL, which shall include its Source Code, its object code, its Interfaces, and all updates, enhancements, releases, patches, modifications, and error corrections, and any literature or materials of any kind provided in written or electronic form in connection the Original Licensed Software, including training, promotional or sales literature or materials and shall include all assigned Distributed Modifications. 
>
>"Source Code" means the preferred form of the Original Licensed Software, i.e., computer-programming code for making Modifications, not directly executable by a computer but which may be printed out or displayed in a human readable form, including all modules it contains, plus any associated Interfaces, scripts used to control compilation and installation of an executable, which when compiled through a compiler program is convertible into machine readable code.
>
>"You" or "Your" shall mean an individual or legal entity exercising permissions granted by this MTPL.
>
>The following rules apply unless the context requires otherwise:
>
>(a)	Examples given in this MTPL are non-limiting. The words "including" and "includes" are non-limiting;
>
>(b)	words in the singular number include the plural and vice versa; and
>
>(c)	where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.
>
>
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>
>Copyright © MindTree Consulting Private Limited
>(Unauthorized copying of, altering or modifying of or creating confusingly similar copies of this version of the MTPL is strictly prohibited)
>  
>
>------------------------------------------------------------------------
>
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>
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