Contract drafters rarely understand open source software (OSS). They see it as a threat, so when they’re buying software, they try to exclude OSS from their vendors’ products. In most cases, the concern is misplaced. Software licensees may have good reason to worry about copyleft software, which is one type of OSS. But other open source software poses no real threat. Plus, even copyleft should cause far less concern than it often does. And most standard contracts already have IP terms that address copyleft pretty well.
This series of five posts explains when OSS matters and when it doesn’t. Then, it outlines my suggestions for addressing open source in tech contracts.
Here are the individual posts on Open Source in Software Procurement:
- Intro (this post)
- When it Matters (but skip this if you already understand open source licensing)
- IP Indemnities
David Tollen is the founder of Tech Contracts Academy and our primary trainer. He is an attorney and also the founder of Sycamore Legal, P.C., a boutique IT, IP, and privacy law firm in San Francisco. His practice focuses on those same topics, and he also serves as an expert witness in litigation about software licenses, cloud computing agreements, and other IT contracts.
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