[linux-audio-dev] GPL concerns

Shane lists at itsagesolutions.com
Wed Apr 6 19:56:19 UTC 2005


Thank you for your comments.  I should clarify from the perspective of
an independent software developer with no previous relationship to the
company issuing the NDA that may or may not be valid or legal... 

First of all, the (hypothetical) NDA requires that the copyright to any
work rendered for the company based on the codebase in question be
retained by the company.  Some parts are developed in house, some are
GPL.  The NDA also essenstially asks that I surrender my right under the
GPL or other applicable licenses to redistribute any part of this work. 
While this company has stated that they will release the entire codebase
under GPL into the public domain (including the parts they have
developed as the GPL would require) once the project is completed, I
would feel better if the agreement stated that fact in writing, perhaps
specifying a period in which the NDA no longer applied (such as after
the product release, project abandonment, or company dissolvement). 
Would this have any change on the legal status of such an agreement??

My understanding of the intent here is to find developers who will agree
to the NDA, distribute protype hardware, distribute the codebase
necessary to work with the hardware, finish the job, and release the
entire project to the public (minus probably hardware schematics).  Now
because their project contributions are GPLed and at least I as a
developer would receive the source along w/ binaries, that in itself is
not a violation... but in asking someone to surrender their rights to
redistribute through a separate agreement, does this actually violate
the GPL?  Would such a document asking one to do so even be valid in a
magistrate (since the GPL existed before the document in question)?  Or
is it simply an individually binding agreement between the company and a

If this is all no good, are there any revisions that might make it more
plausible (with the intent of preserving their time to market in a
legally binding agreement).  Is there anything in particular as a
software developer that I should request be modified in the agreement
before getting involved myself?  I have a distinct feeling that such a
hypothetical company may not have much of a legal arm and that insights
and suggestions might go a long way in improving their NDA policy.

Anyway, know at least some out there have been in, or are in this type
of situation and might offer some thoughts to the matter.  I am trying
not to hit my head too hard so more hypothetical head hitting past
experiences are a plus :).  Naturally, all are welcome to set


On Wed, 2005-04-06 at 08:36, eviltwin69 at cableone.net wrote:
> On Wed, 6 Apr 2005 22:09 , Erik de Castro Lopo <erikd-lad at mega-nerd.com> sent:
> >On Wed, 06 Apr 2005 00:31:15 -0500
> >Shane lists at itsagesolutions.com> wrote:
> >
> >> Hey everyone.  I have a bland but important question for everyone.  Say
> >> hypothetically a company is developing an audio product using lots of
> >> GPL source, but for whatever marketing reasons asks for NDA concerning
> >> the codebase.  Lots of GPL work is referenced and at least dynamically
> >> linked, and though the company has directly stated that it will release
> >> the codebase publicly with the product release (once it is complete).
> >> 
> >> I am curious as to the general feel in the community on such practices. 
> >> Would this 1) be a violation of the GPL,
> >
> >Yes.
> >
> >> 2) if it is how tolerant would
> >> the OSS community be, considering the general good intent of the
> >> project,  and
> >
> >If any of my code is involved, I will prusue the matter.
> >
> >
> >> 3) if I were asked to sign such a NDA would that document
> >> be a binding agreement even if the NDA itself might be a violation of
> >> the GPL since it is inherently counterintuitive to the intent of the
> >> GPL.
> >
> >The GPL is pretty clear about this. The GPL comes into action when 
> >the binaries or code derived from GPL code is **distributed**.
> >That means that you and the company can hack on whatever GPL code 
> >you like as long as they don't release a binary (under NDA or not).
> >
>     If you are part of the company or a contractor to the company and the product
> is not distributed outside the company you can do whatever you want with the code
> without having to release it.  If you are outside the company and have to sign an
> NDA then I think that would be considered distribution and would therefore
> violate the GPL.  As Erik said, once it's distributed then it has to be released.
> Jan

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