IBM Public License

Wed Jul 14 19:07:51 UTC 1999

From: Russell Nelson <nelson at crynwr.com>
> This license was posted quite a while ago anonymously, and has
> undergone some small revisions.

I like it. Is anyone else objecting to details of this version?

	Thanks

	Bruce

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IBM PUBLIC LICENSE - [INSERT NAME OF PROJECT] VERSION 1.0

THE ACCOMPANYING PROGRAM IS PROVIDED UNDER THE TERMS OF THIS IBM PUBLIC LICENSE ("AGREEMENT"). ANY USE, REPRODUCTION OR DISTRIBUTION OF THE PROGRAM CONSTITUTES RECIPIENT'S ACCEPTANCE OF THIS AGREEMENT.

1. DEFINITIONS.
"Contribution" means:

<ul><font size=2>a) 	in the case of International Business Machines Corporation ("IBM"), the Original Program, and </font></ul>

<ul><font size=2>b) 	in the case of each Contributor, </font></ul>

<ul><font size=2>i)	 	changes to the Program, and</font></ul>

<ul><font size=2>ii)		any additions to the Program that are distributed in conjunction with the Program under this Agreement;</font></ul>

<ul>where such changes and/or additions to the Program originate from and are distributed by that particular Contributor. </ul>

A Contribution 'originates' from a Contributor if it was made or added to the Program by such Contributor itself or anyone acting on such Contributor's behalf. Contributions do not include additions to the Program which: (i) are separate modules of software distributed in conjunction with the Program under their own license agreement, and (ii) are not derivative works of the Program.

"Contributor" means IBM and any other entity that distributes the Program.

"Licensed Patents " mean those claims of patents licensable by a Contributor which are necessarily infringed by each Contribution that both originates from and is distributed by that particular Contributor, if any, as well as claims of patents licensable by a Contributor which are necessarily infringed by the Contributor's Contribution when combined with the Program. 

"Original Program" means the original version of the software accompanying this Agreement as released by IBM, including source code, object code and documentation, if any.

"Program" means the Original Program and Contributions.

"Recipient" means the entity that receives the Program under this Agreement, including all Contributors.

2. GRANT OF RIGHTS

<ul><font size=2></font><font size=2>a)	</font><font size=2>Subject to the terms of this Agreement, each Contributor hereby grants</font><font size=2> Recipient a non-exclusive, worldwide, royalty-free copyright license to<font  color="#FF0000"> </font></font><font size=2>reproduce, prepare derivative works of, distribute, publicly display, publicly perform and sublicense the Contribution of such Contributor, if any, in source code and object code form.</font></ul>

<ul><font size=2></font></ul>

<ul>b) 	Subject to the terms of this Agreement, each Contributor hereby grants Recipient a non-exclusive, worldwide, royalty-free patent license under Licensed Patents to make, use, sell, offer to sell, import and otherwise transfer the Contribution of such Contributor, if any, in source code and object code form. The patent license shall not apply to the combination of the Contribution with any other software except that it shall apply to the combination of the Contribution and the Program where, at the time the Contribution is added, the addition of the Contribution causes the combination of the Contribution and the Program to be covered by the Licensed Patents. Nor shall any machine, apparatus or other hardware be licensed hereunder. </ul>

<p><font size=2></font>

<ul>c)	Recipient understands that although each Contributor grants the licenses to its Contributions set forth herein, no assurances are provided by any Contributor that the Program does not infringe the patent or other intellectual property rights of any other entity. Each Contributor disclaims any liability to Recipient for claims brought by any other entity based on infringement of intellectual property rights or otherwise. As a condition precedent to exercising the rights and licenses granted hereunder, each Recipient hereby assumes sole responsibility to secure any other intellectual property rights needed, if any. For example, if a third party patent license is required to allow Recipient to distribute the Program, it is Recipient's responsibility to acquire that license before distributing the Program.</ul>

<ul><font size=2></font></ul>

<ul>d)	Each Contributor represents that to its knowledge it has sufficient copyright rights in its Contribution, if any, to grant the copyright license set forth in this Agreement. </ul>

<ul><font size=2></font></ul>

3. REQUIREMENTS
[NOTE TO REVIEWERS: We envision this agreement will be used for several IBM software projects and the following options [in blue] represent customizations that can be made to the generic version of this agreement, based on the specific licensing goals for the software program being distributed under it.]

When the Program is distributed, it must be distributed in source code form, and except as provided in the following Paragraph: (The following sentence may be substituted for the preceding sentence in appropriate circumstances. When the Program is distributed in source code form:)

<ul><font size=2><font color="#0000FF"></font></font><font size=2>a)	it must be distributed under this Agreement; and </font></ul>

<ul>b)	a copy of this Agreement must be included with each copy of the Program. </ul>

<p><font size=2></font>
<p><font size=2>In addition, a Contributor may choose to distribute the Program in object code form under its own license agreement, provided that:</font>

<ul><font size=2>a)	it complies with the terms and conditions of this Agreement; and</font></ul>

<ul><font size=2>b)	its license agreement:</font></ul>

<ul><font size=2>i) 	   effectively disclaims on behalf of all Contributors all warranties and conditions, express and implied,   including warranties or conditions of title and non-infringement, and implied warranties or conditions of merchantability and fitness for a particular purpose;  </font></ul>

<ul><font size=2>ii) 	  effectively excludes on behalf of all Contributors all liability for damages, including direct, indirect, special, incidental and consequential damages, such as lost profits; </font></ul>

<ul><font size=2>iii)  states that any provisions which differ from this Agreement are offered by that Contributor alone and not by any other party; and</font></ul>

<ul>iv) states that source code for the Program is available, and informs licensees how to obtain it. (The preceding sentence is part of the basic license agreement, but may be deleted in appropriate circumstances.)</ul>

(OPTIONAL PARAGRAPH) IBM has established a Web site to support the distribution of Contributions to Recipients. The initial URL for this Web site is ____________________. If the URL changes, IBM will provide notice of the new URL in a reasonable manner. When Contributors distribute Contributions that originate from them, they are required to send a copy of such Contributions, in source code form, to that Web site. If IBM no longer maintains a Web site to support distribution of Contributions as set forth herein, this obligation shall end.

Each Contributor must include the following in a conspicuous location in the Program:

<ul>Copyright Ó {date here}, International Business Machines Corporation and others. All Rights Reserved. </ul>

In addition, each Contributor must identify itself as the originator of its Contribution, if any, in a manner that reasonably allows subsequent Recipients to identify the originator of the Contribution. 

4. COMMERCIAL DISTRIBUTION
This Agreement does not prohibit any Contributor from including the Program in a commercial product offering (including distribution in object code form under a license agreement other than this Agreement), provided that such Contributor ("Commercial Contributor") hereby agrees to indemnify, defend and hold every other Contributor ("Indemnified Contributor") harmless from and against any losses, damages, expenses (including reasonable attorneys' fees) and costs (collectively "Losses") arising from claims, lawsuits and other legal actions brought against the Indemnified Contributor to the extent caused by the terms, conditions, acts or omissions of such Commercial Contributor in connection with its distribution of the Program in a commercial product offering, excluding any Losses arising from intellectual property claims relating to the Program, provided that any Indemnified Contributor: a) promptly notifies the Commercial Contributor in writing of such claim, and b) allows the Commercial Contributor to control, and cooperates with the Commercial Contributor in, the defense and any related settlement negotiations. The Indemnified Contributor shall have the right to participate at its own expense.

5. NO WARRANTY
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROGRAM IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Each Recipient is solely responsible for determining the appropriateness of using and distributing the Program and assumes all risks associated with its exercise of rights under this Agreement, including but not limited to the risks and costs of program errors, damage to or loss of data, programs or equipment, and unavailability or interruption of operations. 

6. DISCLAIMER OF LIABILITY
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER RECIPIENT NOR ANY CONTRIBUTORS SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE PROGRAM OR THE EXERCISE OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. GENERAL
If any provision of this Agreement is invalid or unenforceable under applicable law, it shall not effect the validity or enforceability of the remainder of the terms of this Agreement, and without further action by the parties hereto such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.

If Recipient institutes patent litigation against a Contributor (including a cross-claim or counterclaim in a lawsuit), then the patent licenses granted by that Contributor to such Recipient under this Agreement shall terminate as of the date such litigation is filed. In addition, If Recipient institutes patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Program itself (excluding combinations of the Program with other software or hardware) infringes such Recipient's patent(s), then such Recipient's rights granted under Section 2(b) shall terminate as of the date such litigation is filed. 

All Recipient's rights under this Agreement shall terminate if it fails to comply with any of the material terms or conditions of this Agreement and does not cure such failure in a reasonable period of time after becoming aware of such non-compliance. If all Recipient's rights under this Agreement terminate, Recipient agrees to cease use and distribution of the Program as soon as reasonably practicable. However, Receipient's obligations under this Agreement and any licenses granted by Recipient relating to the Program shall continue and survive. 

This Agreement may be revised by IBM from time to time. After any such revision in the Agreement, Contributor may continue to distribute versions of the Program first distributed prior to the revision under this Agreement or use the revised agreement, however, new versions of the Program may only be distributed under the revised agreement. Except as expressly stated in Sections 2.a) and 2.b) above, Recipient receives no rights or licenses to the intellectual property of any Contributor under this Agreement, whether expressly, by implication, estoppel or otherwise. All rights in the Program not expressly granted under this Agreement are reserved.

This Agreement is governed by the laws of the State of New York and the intellectual property laws of the United States of America. No party to this Agreement will bring a legal action under this Agreement more than one year after the cause of action arose. Each party waives its rights to a jury trial in any resulting litigation. Recipient agrees to comply with all applicable laws, rules and regulations, including without limitation all export and import laws, rules and regulations.

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