Copyright Assignment and Ownership

There are three ways to handle copyright ownership for free code and documentation that were contributed to by many people. The first is to ignore the issue of copyright entirely (I don't recommend this). The second is to collect a contributor license agreement (CLA) from each person who works on the project, explicitly granting the project the right to use that person's contributions. This is usually enough for most projects, and the nice thing is that in some jurisdictions, CLAs can be sent in by email. The third way is to get actual copyright assignments from contributors, so that the project (i.e., some legal entity, usually a nonprofit) is the copyright owner for everything. This is the most legally airtight way, but it's also the most burdensome for contributors; only a few projects insist on it.[32]

Note that even under centralized copyright ownership, the code[33] remains free, because open source licenses do not give the copyright holder the right to retroactively proprietize all copies of the code. So even if the project, as a legal entity, were to suddenly turn around and started distributing all the code under a restrictive license, that wouldn't cause a problem for the public community. The other developers would simply start a fork based on the latest free copy of the code, and continue as if nothing had happened. Because they know they can do this, most contributors cooperate when asked to sign a CLA or an assignment of copyright.

Doing Nothing

Most projects never collect CLAs or copyright assignments from their contributors. Instead, they accept code whenever it seems reasonably clear that the contributor intended it to be incorporated into the project.

Under normal circumstances, this is okay. But every now and then, someone may decide to sue for copyright infringement, alleging that they are the true owner of the code in question and that they never agreed to its being distributed by the project under an open source license. For example, the SCO Group did something like this to the Linux project, see http://en.wikipedia.org/wiki/SCO-Linux_controversies for details. When this happens, the project will have no documentation showing that the contributor formally granted the right to use the code, which could make some legal defenses more difficult.

Contributor License Agreements

CLAs probably offer the best tradeoff between safety and convenience. A CLA is typically an electronic form that a developer fills out and sends in to the project. In many jurisdictions, email submission is enough. A secure digital signature may or may not be required; consult a lawyer to find out what method would be best for your project.

Most projects use two slightly different CLAs, one for individuals, and one for corporate contributors. But in both types, the core language is the same: the contributor grants the project "...perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute [the] Contributions and such derivative works." Again, you should have a lawyer approve any CLA, but if you get all those adjectives into it, you're probably fine.

When you request CLAs from contributors, make sure to emphasize that you are not asking for actual copyright assignment. In fact, many CLAs start out by reminding the reader of this:

This is a license agreement only; it does not transfer copyright ownership and does not change your rights to use your own Contributions for any other purpose.

Here are some examples:

Transfer of Copyright

Copyright transfer means that the contributor assigns to the project copyright ownership on her contributions. Ideally, this is done on paper and either faxed or snail-mailed to the project.

Some projects insist on full assignment because having a single legal entity own the copyright on the entire code base can make enforcement of the license terms somewhat more convenient, if they ever need to be enforced in court. Different organizations apply different amounts of rigor to the task of collecting assignments. Some simply get an informal statement from a contributor on a public list mailing list—something to the effect of "I hereby assign copyright in this code to the project, to be licensed under the same terms as the rest of the code." At least one lawyer I've talked to says that's really enough, presumably because it happens in a context where copyright assignment is normal and expected anyway, and because it represents a bona fide effort on the project's part to ascertain the developer's true intentions. On the other hand, the Free Software Foundation goes to the opposite extreme: they require contributors to physically sign and mail in (or fax) a piece of paper containing a formal statement of copyright assignment, sometimes for just one contribution, sometimes for current and future contributions. If the developer is employed, the FSF asks that the employer sign it too.

The FSF's paranoia is understandable. If someone violates the terms of the GPL by incorporating some of their software into a proprietary program, the FSF will need to fight that in court, and they want their copyrights to be as airtight as possible when that happens. Since the FSF is copyright holder for a lot of popular software, they view this as a real possibility. Whether your organization needs to be similarly scrupulous is something only you can decide, in consultation with lawyers. In general, unless there's some specific reason why your project needs full copyright assignment, just go with CLAs; they're easier for everyone.



[32] Also, actual copyright transferral is subject to national law, and licenses designed for the United States may encounter problems elsewhere (e.g., in Germany, where it's apparently not possible to transfer copyright).

[33] I'll use "code" to refer to both code and documentation, from now on.