4. Confidential Information of
QNX Software Systems Limited
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Who are we?
Two distinct technology businesses within BlackBerry, each with global
operations but each facing different legal challenges
BlackBerry (BB) - OEM of mobile handsets, and provider of associated application
and device management services
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Legal challenges driven by the “speed of consumer”, by scale of operations, and by
past growth and success
QNX Software Systems (QSS) - Intermediate software supplier, and provider of
platform-enablement services
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Legal challenges driven by complexity of technology, diversity of customer base (vertical
markets, size and sophistication), and by length of customers’ product life cycles
5. Everyone knows what BlackBerry does ….. but what
about QNX?
Confidential Information of
QNX Software Systems Limited
QNX Software Systems (QSS) - supplier of embedded Real Time Operating System (RTOS)
software and platform middleware
Customers range from very large (auto projects with millions of units) to very small (nuclear power
plant control systems that need to keep systems in service for decades)
Auto is our key market (infotainment, hands free, telematics & digital instrument clusters)
Founded in 1980, we have 33 years of experience in embedded systems
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25 years of private ownership & organic growth, 5 years as a subsidiary of Harman International,
3 years as a subsidiary of BlackBerry
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Throughout we have continued to operate like an independent start-up company
Our journey (customer base & parents) has given us visibility into a wide spectrum of in-house
legal groups
Our market has exposed us to some big licensing challenges over the years
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7. Embrace 4 Touchstones
Confidential Information of
QNX Software Systems Limited
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Introduced by BlackBerry’s CLO (Steve Zipperstein) to guide behaviour & measure performance
of Legal professionals. Must be embraced by staff & reinforced by leaders!
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Urgency – approach work with a sense of urgency. The business can’t afford for Legal to delay
projects. Anticipate your clients' needs. Be proactive, not reactive and act as a catalyst to move
projects forward. Help your colleagues if they are overwhelmed. If you need help, ask
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Efficiency – work smarter, simplify processes and eliminate bureaucracy as much as possible
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Practicality – focus on enabling and achieving the business’ goals, taking into account the true risks at
stake and the paramount need to comply with the law. Our job is to solve problems and help the
business people figure out the best, cleanest, most practical way to achieve their objectives. Legal
needs to value practicality above winning every last negotiation point
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Creativity – challenge comfort zones and precedents, provide the business people with creative
solutions to assist them in reaching their goals. Sometimes we must say “no”, but always be prepared
to offer alternatives. Our goal is to make the business view us as a valuable and
trusted partner, not a roadblock or bottle neck
If you’re committed, the results can be remarkable!
8. Confidential Information of
QNX Software Systems Limited
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Stay Close to the Business
Understand the technology (products and services) and stakeholders’ needs – rapidly
moving targets, especially for consumer device businesses (the “Speed of Consumer”)
• how technology is licensed (inbound and outbound)
• how technology is delivered, updated and supported
• how technology is used (by customers, technology suppliers and by eco system developers)
• how the technology fits together (black box abstraction ) and how it is built
Key to having a nimble & responsive Legal team
• can’t negotiate effectively unless you understand the impact of proposed compromises
• can’t tell when you don’t have all the information you need if you don’t understand the basics
• can’t get engineering or product management bandwidth if you lack credibility in their eyes or
constantly need them to participate
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QNX Software Systems Limited
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Stay Close to the Business (cont.)
Embrace Blurring of Operational Lines - break down silos & work as a team, with each
member taking on what they do best
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We are a unique integration point for information about commercializing our technology
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R&D, Prod. Mgmt., Strategic Alliances, Marketing, Engineering Services, Sales, Finance
We can be a very valuable and sought out contributors to the business if we are prepared to blur
the lines of our traditional roles – its one of the most rewarding aspects of working in-house
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Examples – SID & Technology Block Diagrams (cross functional tools), Product Management
(license models, product and service offerings), Patent Prosecution (offloading developers),
Sales (setting customers’ expectations), ISO PIT Crew, Revenue WIG
We excel in ferreting out engagement details because we have the experience, knowledge
and scars from previous customer/supplier engagements (and, well … because we’re anal
by nature)
10. Confidential Information of
QNX Software Systems Limited
Stay Close to the Business (cont.)
We can facilitate this:
• Align legal professionals with business units
- to give them the opportunity to develop in-depth product and business knowledge
• Physically co-locate them with the groups they support, and encourage interaction to foster
teamwork
- face to face whenever possible, invest in working relationships
• Encourage & support development and sharing of product knowledge across the Legal team, as well
as the participation of Legal professionals in cross-functional group projects
- technical resources as part of BB (one generalist one OSS specialist) & QSS Legal
• Consider developing technical experts into future legal professionals
It pays off
• Greater effectiveness of Legal team & key stakeholders. Key driver of engagement, professional
development and job satisfaction for in-house counsel
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11. Confidential Information of
QNX Software Systems Limited
So, Staying Close to the Business …
Fosters Creativity - you better understand the implications of deviating from your standard engagement
model and related policies
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Lack of understanding or experience results in lawyers defaulting to standard company policies because they
don’t understand whether or not they might be creating a problem
Drives Efficiency – you’re not as reliant on stakeholder groups to understand the business impact of
decisions – and when you do need them, they’ll respond because you’ve established yourself as a
valued member of their team who will only bring them in when really needed. Also helps identify what
you should not be doing
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Legal can question whether what we are doing is substantively meaningful, or just diligent completion of a
flawed process (Black Duck analysis of open source, source code production for litigation – brute force vs.
logic and reason)
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QNX Software Systems Limited
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So, Staying Close to the Business … (cont.)
Allows you to be Practical - you know what the business is trying to accomplish (not just in the context
of the one transaction, but in the larger picture) and you understand the pressure points for your client
as well as the customer/supplier you’re engaging with
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Understanding the business is fundamental to effectively balancing risk, IP ownership positions, service
commitments, etc. The alternative is to take overly conservative positions to deal with worst case scenarios
Addresses Urgency - everything becomes less work given your background knowledge and access to
critical team members
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You will become a sought-out resource early in the game, instead of an afterthought, or worse –
an obstacle to be avoided if at all possible
14. Confidential Information of
QNX Software Systems Limited
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Licensing Groups
Challenges Faced by Legal in Global Technology Companies
15. Confidential Information of
QNX Software Systems Limited
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Challenges Created by Patents
Bigger issue for BB as an OEM than QSS as an intermediate software supplier
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Range of Patent challenges (Primary and Secondary)
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Threat from Non-Practicing Entities (BlackBerry get’s its share)
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Cross licensing with competitors
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Licensing with other patent stakeholders (e.g., standards-essential patent pools)
BlackBerry Technology Licensing is separate from BB’s Patent Group (prosecution, licensing
and litigation support) which is separate BB’s Litigation Group
But Patents are still a big challenge for the BlackBerry and QSS Licensing groups
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When we engage with technology suppliers who are divisions of companies who are monetizing
their patent portfolio, or
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When we engage with technology suppliers who are divisions within companies who are
competitors and have or may want to establish patent cross license arrangements
16. Confidential Information of
QNX Software Systems Limited
Challenges Created by Patents (cont.)
These divisions cannot to do anything that might compromise existing or potential patent
licensing opportunities
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Grants are limited to copyright (and maybe trade secrets)
- Patent non-asserts may be available if you have enough bargaining power
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IP ownership negotiations are more complex
Requires extra diligence to avoid contamination of “common code”
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Must avoid creating dependencies on their patent licensing program - e.g., when you’re not using
their hardware or implementing standards-essential functionality (background, foreground –
independent and collaborative, feedback)
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Exposure – we may receive counterpart to software we have developed or have licensed from
others (e.g., radio stacks, graphics drivers, etc.) that we have to port, optimize or use to modify
our own code, often in a collaborative effort with their engineers to meet deadlines
Contamination – we may need to modify our own common code to support the supplier’s
products (e.g., optimizing common kernel source to better suit their processor)
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QNX Software Systems Limited
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Challenges Created by Patents (cont.)
Close collaboration with BB Patent group to avoid creating conflicts with their existing
arrangements or future plans
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Above transactions
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Consortium agreements (making contributions or clearing in-bound code) that have patent pooling
or non-assert provisions
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Open sourcing code (inadvertent patent grants)
18. Confidential Information of
QNX Software Systems Limited
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Challenges Created by the Speed of Consumer
Rapid evolution of products and services
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Need to understand new product and service plans to determine required legal treatment
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rapid introduction/evolution of 3rd party technologies and open source
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often breaking new ground with offerings that are new to the marketplace
cannot delay schedules
Need firm grasp of overall license engagement model (for products, services, developer ecosystem), to ensure that supply arrangements and complementary product and/or service offerings
mesh without conflicts and agreements
Legal agreements usually required well before product release, often when details required
for those agreements are still evolving
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Classic squeeze at product release milestone deadlines
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Need to address requirements in all material markets around the world (localization)
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Requires close collaboration with outside counsel
19. Confidential Information of
QNX Software Systems Limited
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Challenges Created by the Desire for Simplicity
Balancing simplicity of engagement model (user experience) with:
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Precision and enforceability - Many (and growing) legal issues to be dealt with in many countries
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What do competitors do? How much risk is the business willing to take?
Flexibility and maintainability - Must support cadence of change to product and service offerings
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The right level of abstraction creates versatility without destroying comprehension
Inertia created by earlier releases
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How do you transition the existing user base as product and service offerings evolve and as new
licensing requirements emerge?
What are we going to break?
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Precedents refined over many releases by many hands, usually for very good reasons
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Trying to re-capture all of these nuances in new simplified agreements can be a real challenge
20. Challenges Created by Open Source
Confidential Information of
QNX Software Systems Limited
Increasing use of OSS in products & recognition of such by customers and competitors
Desire to push source out to developer community under OSS terms (easy access) or as
contribution to open source projects (reduced maintenance)
• Clearing use
- Requires visibility into code adoption (policies, registration database, audit tools) with proactive
strategy to minimize surprises at product release
- Requires precise understanding of how code is used, which can change over time (this is where
the product knowledge and credibility with engineering really pays off)
• Compliance
- Strategy and tools to gather and publish required flow-thought licenses/attribution
- Well defined process and infrastructure to deal with source requests resulting from distribution of
Copyleft-licensed code
• Clearing Contributions
- Requires well defined consultation process to conduct required patent scrub and to confirm with
all stakeholders – are any patents or differentiating features at risk?
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21. Confidential Information of
QNX Software Systems Limited
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Challenges Created by Privacy
Amazing to see data being mined from computing devices – reinforced every time you use a
browser, crowd-sourced apps or location based services
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Personalizing on-line experiences
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Focusing on-line advertising
Just the tip of the iceberg for what’s coming – connecting devices into the internet of things
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Big Data - many big players investing heavily in anticipation of emerging opportunities
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Data collection – both interactive (user input) and passive (sensors)
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Data analytics – connecting the dots
Companies like BlackBerry, who control important collection points (mobile devices), and
QSS, who have the technology and expertise to enable embedded platforms, have important
opportunities in this emerging area
22. Challenges Created by Privacy (cont.)
Confidential Information of
QNX Software Systems Limited
These opportunities come with privacy responsibilities
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What can be collected (possible to collect vs. practical to get required waivers)
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What can the data be used for (especially once combined with other information)
How does this change with BYOD (dual personalities – personal and corporate)
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Different personal & corporate views on what devices and data may be used for
The engagement model for all customers using sensor-enabled devices (like mobile
handsets) and/or hosted services (pre-loaded or downloadable) need to take into account
the related privacy laws for all relevant jurisdictions
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To work with product management to fully understand (or try to predict) the long term vision for
these service (including related business models) so we can draft agreements that are flexible
enough to support what they are trying to achieve
- Many of these services will be staged over several releases (e.g., BBM)
How to impose required policies around the world for both new and existing customers in a
way that doesn’t overwhelm consumers or become a nightmare to administer as programs
evolve
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23. Confidential Information of
QNX Software Systems Limited
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QNX Software Systems’
Challenges Faced by Licensing Groups in Global Technology Companies
24. Confidential Information of
QNX Software Systems Limited
Challenges Created by Delivering
3rd
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Party Software
Build more value into our Software Development Platform – more middleware and
integration of third party software
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Demonstrate what can be done with our product in demonstration platforms and reference
implementations
- QNX Connected Automotive Reference Platform (CAR)
- CES demo cars (Prius, Corvette, Porsche, Jeep, Bentley)
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Deliver value/time savings of engineering integration effort without adding licensing complexity
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Cascading sublicensing rights and flow-through terms can be a nightmare (QNX RTP)
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Development and distribution rights through multiple levels of value add and through direct
and indirect channels around the world – we don’t fit traditional software models
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Right to deliver reference implementations (sometimes with prerequisite licenses)
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Commercial development/distribution license to be negotiated by OEM directly with 3rd party
25. Confidential Information of
QNX Software Systems Limited
Challenges Created by 3rd Party Terms
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QSS as an intermediate software supplier, provides building blocks to developers. They only
use a subset – but what subset?
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Configuration-specific Open Source disclosure /compliance
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Configuration-specific proprietary license restrictions or gaps (patent licenses, prerequisite licenses)
Developed License Guide that summarizes and attributes these restrictions to applicable
components
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Lots of manual work, intimidating superset of information, moving target from release-to-release
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Very difficult to link in-bound licenses to specific code, or source code to a functional description
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Doesn’t cover patches, custom engineering deliverables, mixing of components from different releases
Developed a tool that allows tracing attributes associated with individual source code files
through the build process to resulting binary files (Source Information Database)
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Collaboration of Legal, R&D, Build Group, IT – definitely “blurring of operational lines”
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A real-time, full coverage equivalent of License Guide - all kinds of synergies
26. Confidential Information of
QNX Software Systems Limited
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Challenges Created by Mission Critical Markets
Mission critical markets (incl. safety critical Automotive, Medical, Nuclear)
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Who is in the best position to mitigate risk (even if it’s a latent problem in our OS) – our customers
indemnify us (what?!?)
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All software has errors – documented in release notes, found/fixed in subsequent releases, latent
errors. Can be customer’s own development/configuration that causes an issue to surface
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Need to isolate the final configuration of runtime components and test them with rest of software
on the intended hardware platform (integration testing). Rigor of testing depends on vertical
markets and company practices/appetite for risk
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QSS doesn’t control integration testing, product release decisions (when is it good enough to ship),
risk mitigation (including end user contracts)
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We license a commoditized product (bolts) into low volume high risk applications
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We built our reputation on the reliability and robustness of our software, but the risks still have to
be balanced with the commercial opportunity
