[License-review] For Approval: OpenMDW License Agreement, versions 1.1 (OpenMDW-1.1)

[Richard Fontana]

On Thu, Aug 13, 2026 at 1:02 PM Michael Dolan
<mdolan at linuxfoundation.org> wrote:
>
> To the OSI License Review Committee:
>
>
> On behalf of The Linux Foundation, the license steward, I submit the OpenMDW License Agreement, version 1.1 ("OpenMDW-1.1"), for review and approval as a new license. The complete license text is included below in plain text (LICENSE.OpenMDW-1.1) and is also published at https://github.com/OpenMDW/OpenMDW (1.1/ folder) and at https://openmdw.ai/license/1-1/.

I am happy to see OpenMDW submitted for OSI approval since there is
one issue that has concerned me but I honestly don't know how the
community would generally react to it. It specifically has to do with
the defensive termination provision.

> Compared with the Apache-2.0 license, both include a defensive litigation termination provision and expressly address patent rights. However, the termination provisions differ in scope.  Apache-2.0's termination is limited to patent claims, whereas OpenMDW-1.1's termination applies to both patent and copyright assertions (the sole substantive change from OpenMDW-1.0 to OpenMDW-1.1). OpenMDW-1.1 also omits Apache-2.0's NOTICE-file and statement-of-changes requirements, conditioning redistribution only on retention of the license text and applicable notices.

and now I understand that this was the one substantive change from
OpenMDW-1.0 to OpenMDW-1.1:

> feedback from corporate legal teams on Version 1.0; its only substantive change is extending the litigation-termination provision from patent assertions to patent or copyright assertions. I am only submitting
> version 1.1 for review at this time, although the same review could include version 1.0 if the review committee prefers to include both.

So this is the provision in question:

> If you file, maintain, or voluntarily participate in a lawsuit against any
> person or entity asserting that the Model Materials directly or indirectly
> infringe any patent or copyright, then all rights and grants made to you
> hereunder are terminated, unless that lawsuit was in response to a
> corresponding lawsuit first brought against you.

This seems to potentially go further than the more familiar kinds of
defensive termination provisions we see in modern open source
licenses. First, it applies to copyright as well as patent assertions.
Apache-2.0, MPL-2.0, and EPL-2.0 have defensive termination provisions
limited to patent assertions and only terminating patent licenses, if
I'm reading them correctly. The latter two's predecessors also I
believe only had patent-litigation-triggered defensive termination.
The sole "modern" (or maybe any?) open source license I can think of
that might have defensive termination extend to copyright litigation
is GPLv3, but this is not explicit in the license text and I'm
honestly not sure it should be considered a correct reading (I really
haven't thought about it, at least recently). GPLv3 explicitly says
that certain patent litigation claims are examples of "further
restrictions"; it says nothing about copyright in this regard.

As a side note, but maybe relevant, some legacy (post-1998)
"corporate" open source licenses with patent-litigation-triggered
defensive termination provision were controversial and widely
criticized at the time they were proposed because they sometimes
extended to patent claims unrelated to the software being licensed.
While the licenses I'm thinking of (e.g. IBM-PL, CPL) were
OSI-approved, and reflected the zeal within the open source community
25-30 years ago over the software patent problem, policy criticisms
were influential and later open source licenses tended to have the
more limited approach to patent license termination seen in the
licenses I mentioned above.

in OpenMDW-1.1, we seem to see a departure from the general spirit of
more restrained approaches to defensive termination, in a novel (for
potential OSI-approved licenses) context that I'm concerned may be
problematic. Not only does the license extend termination to copyright
litigation, it also broadens the scope of termination by covering
seemingly unrelated materials. For example, suppose I believe that an
OpenMDW-1.1-licensed model infringes my copyrights. I sue the model
licensor, but now my copyright and patent rights to some Python code
distributed (in some sense) along with the model are terminated.

This issue seems more acute given the current atmosphere in the open
source community around the use of open source software in training
models. Many members of the open source community, rightly or wrongly,
seem to feel strongly that their work is being misappropriated in the
model training process and that the output of generative AI models
potentially infringes their copyrights (which is of course possible in
principle). Suppose an open source developer determines that an
OpenMDW-1.1 model generates some software output, say, that they
believe infringes their copyrighted work which, by hypothesis, was
used in training the model. Should they have their licenses to not
only the model but also any related code be terminated because they
decide to pursue an infringement claim against a provider or
distributor of the model materials? I don't know, but I do know that
this is unlike any OSI-approved license I can think of, so I think the
OSI will need to specifically deliberate over this issue.

Richard