OpenNTF.org IP Working Group Meeting 6.18.2009

OpenNTF Alliance

IP Working Group Meeting
June 19th, 2009

THIS CALL IS BEING RECORDED

• We are recording the call and will publish a
mp3 file as meeting minutes
• If you do not agree to being recorded,
please hang-up now
• The slides will be posted on Slideshare.net
and both will be linked in the IP WG Forum

6.19.2009 2 Footer Field

Agenda

• Introductions
• Copyright Overview
• OpenNTF.org Alliance Structure
• Company Membership
• Individual Contributor Waivers
• Repositories, Open & Cleared
• Committers
• Project Workflow


OpenNTF.org IP Working Group

• John Head
– Director, PSC Group, LLC
– OpenNTF.org Steering Committee Member
– IP Working Group Chairman
• Peter Tanner
– IBM
– OpenNTF.org IP Manager


What is the IP Working Group?

• Covers discussions about Intellectual
Property and Governance issues for
OpenNTF.org
• Presents Resolutions to the Steering
committee
• Works with the Technical Committee to
make sure changes are inacted


IP Working Group Focus - Today

• Copyright Education
• Alliance Membership
• Repository Process
• Licensing
• Not for Profit Creation


IP Working Group - Process

• Discussion in Forum
• Conference Calls to Educate / Discuss
• Proposed Resolutions in Forum
• WG Chairmen makes final decision on
what is proposed to the Steering
Committee


Agenda

• Introductions
• Committers
• Next Steps


Copyright Education

• The Steering Committee has charged the
IP Working Group to education the
OpenNTF.org community on copyright laws
• This education will be ongoing
– Quarterly reviews
– Exposed to new members at sign-up
– Etc
• This is the first step in Copyright Education


Copyright and Computer Software

Basic Issues Facing International
Open Source Collaboration

Before We Begin - Legalize

• This does not substitute for legal advice,
nor does this imply an attorney-client
relationship. All employment situations
are unique, and this presentation should
not take the place of obtaining legal
advice that addresses any individual’s
situation.

6.19.2009 11

International Copyright

• Every country has its own laws and
policies regarding copyrights
• The Berne Convention, an international
copyright treaty, established minimum
levels of copyright protection that each
member country must provide
• Copyright protects original works fixed in
any tangible medium of expression,
including computer programs

6.19.2009 12

Employer/Employee: Who Owns the Copyright?
Who owns the Copyright?
• Each country has it owns rules that apply
• Determine if there is a preexisting contract
• Determine if the individual is an employee
or independent contractor
• Might be a different answer for economic
rights and moral rights

6.19.2009 13

Economic Rights vs. Moral Rights

• Economic Rights • Moral Rights
• Right to reproduce • Right of attribution
the work of authorship
• Right to control • Right of integrity of
derivative works the work
• Right to take action
for infringement
• Right to enter into
licensing
6.19.2009 14

United States

• The employer or commissioning party
holds the initial copyright if either:
• The work is prepared by an employee
within the scope of his employment, OR;
• For a specially commissioned work, both
parties agree in writing that the
commissioning party will hold the
copyright.

6.19.2009 15

United States

• Is a person an employee or independent
contractor?
– It depends on the hiring party’s right to control
the manner and means by which the work is
accomplished
• Does it matter if the individual created the
work during his personal time?
– No, the employer could still own the copyright if
its within the scope of his employment.

6.19.2009 16

Factors U.S. Courts Examine

• Level of skill required • Duration of the
to do the work relationship between
• Location of the work the parties
• Whether the hiring • Method of payment
party can assign more • Worker’s discretion
work over when and how
• Where the tools long they work
required to do the • Worker’s role in hiring
work came from or and paying assistants
who paid for them
6.19.2009 17

Additional Factors

• Tax treatment of • No one factor is
the worker determinative
• Whether there are • Weight given to
employee benefits each factor will
• If the work is a differ depending
regular part of the upon the particular
business of the circumstances
hiring party surrounding the
employment setting

6.19.2009 18

Australia

• Employers own the copyright for a work made
in the “course of employment” UNLESS there
is an agreement otherwise
• Similar to the U.S., courts look at the totality of
the relationship to determine if the individual is
an employee
• In course of employment UNLESS it is so
remote from the employer that it is altogether
unconnected to the individual’s employment

6.19.2009 19

Canada

• Employer holds the copyright for works created
in the course of an employment relationship
UNLESS they are contrary contractual
provisions
• Like U.S., there is a factual analysis of the
relationship between the person paying for the
work and the author
• Works created by officers and directors of a
corporation in the course of their functions are
owned by the corporation

6.19.2009 20

China

• Employer owns the copyright for computer
software developed by the employee in
accordance with the clearly stipulated
development objective assigned to his
position, regardless of an agreement
– However, the employee will still own the moral
rights, e.g., right to be named the author
• The best way to avoid disputes is to have a
clearly outlined agreement
6.19.2009 21

Germany

• Initial owners of copyright of works made on
the job or on commission are always the
individual who actually created the works
• Issues concerning copyright and the
relationship between the creator and hiring
party ALWAYS have to be resolved by reference
to the contractual relationship

6.19.2009 22

India

• Employer owns the copyright for works made
by employees in the course of their
employment UNLESS there is an agreement to
the contrary
• Contractors own the copyright for works
created in a consulting relationship UNLESS
there is an agreement to the contrary

6.19.2009 23

Japan

• Employer owns the copyright to a computer
program if the individual is under an
employment contract or an officer if it is
created in performance of his duties unless
otherwise stipulated

6.19.2009 24

United Kingdom

• Employer owns the copyright for works
created in the course of employment
subject to any agreement

6.19.2009 25

European Union

• Copyright protected by each member
nation’s copyright laws
• Members are required to protect computer
programs


Conclusion

• Employees and Consultants should talk to their
hiring party BEFORE contributing code
• You might not own the copyright even if you
created code during your personal time
• Lawsuits are expensive to fight, even more
expensive to lose, and take years to litigate
• There is no such thing as an innocent infringer.
It doesn’t matter if you think that you own the
copyright.

What does this mean for OpenNTF.org?

• We need to pick a country of origin
• We need to protect ourselves
– Any legal action is expensive
• We need to have an IP violation policy
– Who to contact
– Open Process the IP WG will use
• We need to ignore “My family member is
an attorney, I don't care”


Resolution (Proposed)
• RESOLVED, that, unless the Steering Committee decides to the contrary, the
OpenNTF Alliance activities, including licenses and agreements, shall be governed by
the laws of the State of New York and the intellectual property laws of the United
States of America.


Agenda

• Introductions
• Committers
• Next Steps


OpenNTF Alliance Governance Model
 OpenNTF Alliance has been created as a Member-based
 No legal entity
– Had considered creating a 501(c)(6), but abandoned effort to reduce red-tape,
legal cost and complexity
 Membership agreement “between and among” Members
 Organizations join as Members (with the approval of the Steering Committee)
 Individuals join as Users, Contributors or Committers (more on this later)
 Original OpenNTF corporation will retain ownership of website, and be represented
on the Board through the affiliated VinceSchuurman.com.

 Steering Committee elected by Membership
 Open to representatives of Member organizations
 Sets policies and direction of OpenNTF
 Sets up Technical Committee and additional working groups as required (such as
the IP Working Group)

31

Technical Committee

 Consists of Member representatives and Committers as determined
by the Steering Committee;
 Determines the technical needs and requirements of the IBM Lotus
Notes® community;
 Establishes new projects to meet such needs;
 Sets up and maintains the OpenNTF software repository
infrastructure;
 Ensures the IPR Policy is followed; an
 Encourages the contribution of existing code from the community.

32

Participation of Individuals
 Unregistered Users
 May download contributions

 Registered Users
 May also participate in Forums, file bug reports etc.

 Contributors
 Must execute short IP waiver.
 May also contribute code to Open Repository

 Committers/Project Leads
 Employer is either a member or has executed consent form
 May manage code clearance for Cleared Repository.

 (More details under OpenNTF IP Model)

33

Agenda

• Introductions
• Committers
• Next Steps


Company Membership

• Open to all companies/organizations
– No membership dues
– But members are expected to “contribute”:
• assets
• time
• software
• services
– see http://openntf.org/Internal/home.nsf/dx/
Levels_of_Involvement


Company Membership and Contribution

• There has been some discussion that the
Company Alliance membership should not
be tied to contribution
– Apache Foundation does this
• We are going to have legal council review
this approach vs. the current approach
• I will report in the forum on legal council
recommendations


To Join

• To become Member:
• Execute Membership Agreement
• Send to IP-Manager@openNTF.org
• Steering Committee will vote on approval.


Agenda

• Introductions
• Committers
• Next Steps


Contributors
• Contributors may contribute code, however, the
contribution
• Must be Registered User
• Must send simple waiver to IP-Manager@OpenNTF.org
• For of waiver varies depending on whether employer is
member
– Confirms that you are author
– And that you have the rights to contribute
• http://openntf.org/home.nsf/dx/Contribution_Process
• Employer waiver not required for Contributor


Agenda

• Introductions
• Committers
• Next Steps


IP due diligence - Goals

 Goal is to for OpenNTF to gain a reputation as a reputable,
reliable and active source for code.
 We want to encourage re-use of code by anyone, whether
they are single users or large corporations. This maximizes
the value of the submissions!
 Protect OpenNTF and users from IP infringement concerns.
 But need an approach that is flexible enough to handle
current OpenNTF offerings (“heritage code”), and where
there are issues surrounding use of the OpenNTF-preferred
license.

41

Repositories Today
 Currently, the Projects section is our only working repository

 The Catalog was created to facilitate Rich Client projects such as
Widgets, Composite Applications, Components, and more

 Only IBM projects being in the Catalog has caused confusion

 I want to separate the repository discussion from the technical
implementation
 We can have multiple Catalogs

 Projects that include code from IBM, or targeted for IBM reuse,
require a cleared / managed repository

42

Open Repository
 All contributions initially must be entered into the Open Repository

 There are the following constraints:
 An OSI-approved license must be attached
 The submitter must be a Contributor (or Committer)

 The Open Repository projects may be works in progress –
dynamic, and open to contributions and suggestions from all.

43

Cleared Repository
 The Cleared Repository would contain cleared snapshots of
submissions to the Open Repository.

 These snapshots are stable – and would not be changed other than
through the creation of a subsequent snapshot release.

 Under the direction of a Committer or Project Lead, the steps listed
on the following slide would be completed before the release is
cleared.

 A project requires the Committer assigned not be the Project
Owner or the Release Contributor

44

Repository Catalogs
 Based on the Domino Widget Catalog that comes with the Domino
Server

 Allows easy downloading of widgets, composite applications,
components, and more by end users

 Catalog would contain releases

 Releases would automatically populate the Catalog

 Cleared Catalog would required the Committer Checklist to be
completed

45

Agenda

• Introductions
• Committers
• Next Steps


Committers
• Committers are those with repository write access to the
Cleared Repositories for one or more projects
• May be appointed by Steering Committee or elected by
majority vote of exiting Committers.
• Those who have earned the trust and respect of their
colleagues in the Notes community.


Committer Responsibilities
• Committer due diligence: Before any contribution may be added to any
OpenNTF Project, the committer must be satisfied that the following
conditions have been met:
– the contribution has been submitted by “Contributors”
– there is no indication of that any portion of the contribution comes from a
party other than the contributor, and that either a visual scan or
automatic code scan has been done to confirm this:
– the contribution is licensed under an acceptable license and the
appropriate license information has been included in the code; and
– is no encryption content in the code.
• If there are issues – the Committer will work with the IP Manager to resolve
them.


How to Become a Committer

• Today the Steering Committee appoints
Committers
• We need a form and process for someone
to submit themselves as a Committer
• These would be vetted by the IP Manager
and approved by the SC or by a vote of the
Committer community.


Agenda

• Introductions
• Committers
• Next Steps


Resolutions based on WG Forum Feedback
• Concern that Contributors require employers permission.
– Resolution – remove requirement for Open Repository.
However, IP check will need to done for movement of code into
Cleared Repository.
– Passed 6.17.2009
• Inconsistency between various documents on the licensing
contributions to OpenNTF.
– Resolution – remove “Under the IP Policy, contributors give OpenNTF rights
for perpetual, worldwide, non-exclusive, no-charge, royalty-free, patent license to
make, have made, use, offer to sell, sell, import, and otherwise transfer of the
code.” from Contributions document.
– Passed 6.17.2009


Resolutions based on WG Forum Feedback (cont)

• Terms of Use has inadequate protection for
widgets that make use of existing popular URL's
(such as widget for Twitter or YouTube).
– Resolution (Proposed) – in consultation with attorney,
add wording where OpenNTF makes no representations
about such website use, and places onus on user to
abide by websites' terms or service.


Resolutions Passed

• Peter Tanner of IBM be appointed as the
IP Manager for OpenNTF
• 6.17.2009


Resolutions (Proposed)
• Resolved that:
– That the IP Manager develop the appropriate IP Violation procedures, following the
approach established by the Digital Millennium Copyright Act.
– That the IP Manager develop the documentation and process for a contributor to
submit themselves to be a Committer
– That the IP Manager develop the initial Committer Checklist for approving Managed
Releases. This checklist would be placed in the IP WG Forum for discussion. There
would be an initial checklist done once for each project and a checklist for each
release
– That a Project Release must be approved by a Committer other than the Contributor/
Committer if the person publishing the release is a Committer
– That the IP Manager develop Individual Membership procedures for the
OpenNTF.org Alliance. Individual Members must be approved Contributors. Individual
Members can be members of any committee or working group
– That the membership of the Steering Committee can not contain more than one
person from a company, regardless of Company or Individual Memberships with the
OpenNTF.org Alliance


Resolutions (Proposed) (cont)
• Resolved that:
– That the Working Group recommend a dual repository approach as
discussed during the IP WG meeting of June 19, 2009, and that the
website and contribution documents be amended appropriately.
– That the Technical Committee create a managed repository. This
repository will only allowed cleared releases by a Committer. An
automated workflow process would facilitate this process to be as
automatic as possible.
– That the Technical Committee implement an Employer Copyright Waiver
Status on the User Profile. This field will be editable only by the IP
Manager. The IP Manager would set the status to Approved when the
Employer Copyright Waiver is approved.
– That the Technical Committee implement a feature to allow a Project
Chef to only allow Project Contributors who have the Employer Copyright
Waiver Approved status on their Profile.


Resolutions (Proposed) (cont)
• Resolved that:
– That the Technical Committee implement a Domino Catalog for
both Open and Managed projects. The publishing to the Catalog
would be automatic and would take place after the Committer
Checklist is completed.
– That the Technical Committee modify the Project Release
process to allow the Contributor to submit a Release for Comitter
Approval
– That the Technical Committee will create a repository for
Company Membership, Individual Membership, Contributor
W aivers, Committer Submissions, and Employee Copyright
W aiver paperwork. This repository would be accessible by the
Steering committee and editable by the IP Manager


Next Steps

• Schedule Conference Call on Licensing
• Expand WG once Steering Committee
approves WG rules
• Start the Not for Profit Process
• Create FAQ's for
– Company Alliance Membership
– Individual Alliance Membership
– Employee Copyright Waivers
– Committer Sign-Up Process
– Contributor Sign-Up Process

Questions?


OpenNTF.org IP Working Group Meeting 6.18.2009

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