[License-review] Request for Approval of Universal Permissive License (UPL)

[Jim Wright]

Thanks Karl, responses inline below.

 Regards,
  Jim


On Apr 12, 2014, at 1:51 AM, Karl Fogel <kfogel at red-bean.com> wrote:

> Jim Wright <jim.wright at oracle.com> writes:
>> Members of the OSI License Review Community,
>> 
>> Below, please find a copy of the proposed Universal Permissive License
>> (UPL) for license review, with the supporting information categories
>> listed at http://opensource.org/approval.
>> 
>> Legal Review
>> 
>> This license was authored by a lawyer (myself) and was also reviewed
>> and enhanced by other lawyers both inside and outside of Oracle.
>> 
>> License Proliferation Category
>> 
>> I believe it falls into the Other/Miscellaneous category, and the
>> rationale for the license is as follows.
>> 
>> Rationale & Comparison to Similar Licenses
>> 
>> Many commercial developers require the ability to use code licensed
>> from other parties in both commercial offerings and copyleft licensed
>> FOSS projects.  They also generally prefer inbound licenses to include
>> an express patent license.  This has resulted, among other things, in
>> the widespread use of contributor agreements containing the desired
>> patent license grants, as neither the BSD nor MIT licenses contain an
>> express patent license or address the concept of contribution to a
>> larger work, and the Apache license is not compatible with the GPLv2.
> 
> Thanks for the submission!
> 
> Very minor nit, not about the license itself: you wrote "commercial"
> above but really meant "proprietary".
> 
> (We see this a lot, and try to push back wherever we can.  When
> "commercial" is used to mean the opposite of "open source", even though
> the two are not opposite and are indeed quite compatible, it's harmful
> to open source, for reasons that are probably obvious.)
> 
> Anyway, substituting "proprietary" for "commercial" above, the rationale
> for the license makes a lot of sense.  There has not been a simple
> permissive-style license with a patent grant (at least as far as I'm
> aware), and this could solve that.  Three cheers!


Fair enough!  :-)


> 
>> The proposed license solves this problem with copyright and patent
>> licenses covering both the Software distributed under the license and
>> a Larger Work in the event the license is used for contributions.  It
>> also expressly permits relicensing to facilitate use with both
>> copyleft and commercial licenses, and is GPL compatible.
> 
> s/commercial/proprietary/ :-), but *nod* otherwise.
> 
>> In addition to performing a non-duplicative function, I aimed for the
>> license to be short, clear, and usable in multiple contexts, and I
>> hope you will agree it is.  Thank you for your consideration.
> 
> It's very readable.  I'm not a lawyer, so am not competent to comment
> about whether the drafting means what it intends to mean, but to my
> untrained eye it seems pretty solid.  I have only one question, which
> I'll ask inline below:
> 
>> The Universal Permissive License (UPL)
>> 
>> Copyright (c) <year> <copyright holders>
>> 
>> Subject to the condition set forth below, permission is hereby
>> granted, free of charge and under any and all patent and copyright
>> rights owned or freely licensable by each licensor hereunder, whether
>> an original author or another licensor, to any person obtaining a copy
>> of this software, associated documentation and/or data (collectively
>> the "Software"), to deal in current and future versions of both
>> 
>> (a) the Software, and
>> (b) any piece of software and/or hardware listed in the
>> LARGER_WORKS.TXT file included with the Software (each a “Larger Work”
>> to which the Software is contributed by such licensors),
>> 
>> without restriction, including without limitation the rights to make,
>> use, sell, offer for sale, import, export, have made, have sold, copy,
>> create derivative works of, display, perform, distribute, and
>> sublicense the Software and the Larger Work(s) on either these or
>> other terms.
> 
> This makes it *sound* like the licensor of the original Software (let's
> say it's some kind of code library) is also granting rights under the
> UPL to any larger work (say, an application that uses that library) that
> is listed in a LARGER_WORKS.TXT file.  In other words, it's not
> completely clear to me who writes the LARGER_WORKS.TXT file, and why,
> and what that file implies for the licenses of said larger works.
> 


The intent here is to allow the authors to grant a license, including patent rights, in a particular, listed larger work to which they're contributing.  I wrote it with various uses in mind, but the most immediate use case is in the Java Community Process for the development of JSR reference implementations in other forges like Eclipse.  Folks have been complaining for a long time that everyone needed to sign an assignment to contribute, which won't work on other forges (who don't want to require or inquire about Oracle assignment agreements), and this way people will be able to contribute without that.  

I also see a lot of other people's contribution agreements in my role at Oracle (I have to approve all of them), and am hoping that a standard form could help harmonize practices in this area.  The idea here is that the authors designate the intended larger work (in my example the Java platform) covered by the grant.  Of course it can also be used without a LARGER_WORKS.TXT file, in which case it becomes just a permissive license including a patent grant rather than a contributor agreement naming the work being contributed to.  For this purpose, the express patent grant is still an improvement IMHO.



> Obviously, the author of a code library under the UPL doesn't dictate
> the the license of larger works that use that library -- that would
> defeat the intended purpose of the UPL.  So some other person, who is
> redistributing the original library as part of their larger derivative
> work, adds (or adds to) the LARGER_WORKS.TXT file?
> 
> This may just be me being dense, and not reflect any issue with the
> license.  But if enough people are confused by it, it might be worth
> including an example separately from the license, or tweaking the
> wording slightly to make it clearer what's going on.
> 

Fair question but not a problem - if some person other than the author(s) were to edit the LARGER_WORKS.TXT file, this would absolutely not extend the grant from the original licensors, any more than it could do that if they simply edited the body of the license to add additional rights - the contents of the LARGER_WORKS.TXT file are a part of the grant of rights from the authors and no one else has the right to extend the grant beyond that.  The way this will have to work for the JCP is that both the license body and the LARGER_WORKS.TXT file will need to be part of the project license from the beginning and all contributors to a reference implementation will therefore understand that their contributions are licensed with that scope, no more and no less.  



> I think this is a minor issue, anyway.  Overall, +1.  Looking forward to
> hearing some more knowledgeable people on this list (Luis, Richard, et
> al) chime in...
> 
> Best,
> -Karl
> 
>> This license is subject to the following condition:
>> 
>> The above copyright notice and either this complete permission notice
>> or at a minimum a reference to the UPL shall be included in all copies
>> or substantial portions of the Software.
>> 
>> THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND,
>> EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
>> MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
>> NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE
>> LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION
>> OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION
>> WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.