6 Apr
2005
6 Apr
'05
11:25 a.m.
On Wed, 6 Apr 2005 22:09 , Erik de Castro Lopo <erikd-lad(a)mega-nerd.com> sent:
On Wed, 06 Apr 2005 00:31:15 -0500
Shane lists(a)itsagesolutions.com> wrote:
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
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).
6 Apr
6 Apr
8:56 p.m.
New subject: [linux-audio-dev] GPL concerns
Jan,
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
developer?
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
IGNORE_FLAG=1.
shane
On Wed, 2005-04-06 at 08:36, eviltwin69(a)cableone.net wrote:
On Wed, 6 Apr 2005 22:09 , Erik de Castro Lopo
<erikd-lad(a)mega-nerd.com> sent:
On Wed, 06 Apr 2005 00:31:15 -0500
Shane lists(a)itsagesolutions.com> wrote:
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
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).
9:18 p.m.
New subject: [linux-audio-dev] GPL concerns
On Wed, 2005-04-06 at 14:56 -0500, Shane wrote:
Jan,
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...
I don't think this arrangement violates the GPL as they have not
distributed the software yet. It's a stretch to consider the internal
distribution of the unfinished code, which is inherently necessary to
develop software at all, as "distribution" in the GPL sense. It sounds
like they are just trying to protect themselves during the development
process.
If you're worried about personally getting ripped off, they you need to
talk to a lawyer. The NDA was certainly written by a lawyer, so you're
almost certainly not qualified to interpret it.
Lee
9:20 p.m.
New subject: [linux-audio-dev] GPL concerns
On Wed, 2005-04-06 at 18:18, Lee Revell wrote:
On Wed, 2005-04-06 at 14:56 -0500, Shane wrote:
Good point ;-)
Jan
Jan,
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...
I don't think this arrangement violates the GPL as they have not
distributed the software yet. It's a stretch to consider the internal
distribution of the unfinished code, which is inherently necessary to
develop software at all, as "distribution" in the GPL sense. It sounds
like they are just trying to protect themselves during the development
process.
If you're worried about personally getting ripped off, they you need to
talk to a lawyer. The NDA was certainly written by a lawyer, so you're
almost certainly not qualified to interpret it.
9:19 p.m.
New subject: [linux-audio-dev] GPL concerns
On Wed, 2005-04-06 at 14:56, Shane wrote:
Jan,
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??
First, IANAL. Someone else (I'm sorry I forget who) posted some
links to the GPL FAQ. After reading that it appears to me that you can
sign an NDA to work on GPL software for a company without releasing it.
I was concerned that the act of "distributing" the code to you would be
enough to kick the GPL into gear. According to the FAQ, even though
you're not an employee of the company, this is still legal.
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
developer?
The clause waiving your rights to distribute would appear to be valid as
well - until they release it under the GPL. At that point you're in the
same boat with everyone else. From what you're saying it seems to me
that the company would like to keep all of their work in-house until
release date just to steal a march on the competition. They can't
possibly prohibit you from distributing once they release it as GPL
because (I'm pretty sure) that, in itself, would violate the GPL whether
it's a pre-existing agreement or not. If they never release the code
then you would still be bound by the agreement so, if the company
dissolves before they distribute, you would theoretically be unable to
distribute the code. Since the company would then no longer exist I
have to wonder who would be trying to sue you for breach of contract ;-)
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.
I believe that you could sign an agreement stating that you would
not begin, or work for, a company with a competing product after working
for this company. In that case I believe there is usually a time clause
such that after a specified number of years you could work for a
competing company. A contract of that sort would have nothing to do
with the GPL but would assure the company that you wouldn't take their
idea and your expertise to a competing company. The competition will
know about it as soon as it is released but if they don't have the
expertise on hand it would take them longer to spin up.
Just my 2 cents worth :)
Jan
9:20 p.m.
New subject: [linux-audio-dev] GPL concerns
On Wed, Apr 06, 2005 at 02:56:19PM -0500, Shane wrote:
(snip)
I think you need a lawyer.
This is way over my head, and probably the same goes for most here.
--
Paul Winkler
http://www.slinkp.com
11:52 p.m.
New subject: [linux-audio-dev] GPL concerns
On Wed, 06 Apr 2005 14:56:19 -0500
Shane <lists(a)itsagesolutions.com> wrote:
Jan,
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.
Thats the case with all work for hire situations.
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.
This is till work for hire right? If you were working for microsoft,
would you expect to be able to redistribute the stuff you wrote for
them?
While this company has stated that they will release
the entire codebase
under GPL into the public domain
Careful, GPL and public domain are two different things. GPL means that
someone owns the copyright but gives the user the rights allowed by the
GPL. Public domain means that the original author has given up any claim
to copyright.
Would this have any change on the legal status of such
an agreement??
That sounds sensible.
Or
is it simply an individually binding agreement between the company and a
developer?
I would go for this interpretation.
Erik
--
+-----------------------------------------------------------+
Erik de Castro Lopo nospam(a)mega-nerd.com (Yes it's valid)
+-----------------------------------------------------------+
"OS X is great that way. I put a copy of OS X on my coffee table,
and it hasn't been hacked yet. Yes, I am using it as a server. I
serve several meals on it every week." -- Anthony Minkoff
6967
days inactive
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days old
linux-audio-dev@lists.linuxaudio.org
6 comments
6 participants
participants (6)
-
Erik de Castro Lopo -
eviltwin69＠cableone.net -
Jan Depner
-
Lee Revell -
Paul Winkler -
Shane