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 6.19.2009 3 Footer Field

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 6.19.2009 4 Footer Field

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 6.19.2009 5 Footer Field

IP Working Group Focus - Today • Copyright Education • Alliance Membership • Repository Process • Licensing • Not for Profit Creation 6.19.2009 6 Footer Field

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 6.19.2009 7 Footer Field

Agenda • Introductions • Copyright Overview • OpenNTF.org Alliance Structure • Company Membership • Individual Contributor Waivers • Repositories, Open & Cleared • Committers • Next Steps 6.19.2009 8 Footer Field

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 6.19.2009 9 Footer Field

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 6.19.2009 26 Footer Field

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. 6.19.2009 27 Footer Field

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” 6.19.2009 28 Footer Field

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. 6.19.2009 29 Footer Field

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

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 6.19.2009 35 Footer Field

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 6.19.2009 36 Footer Field

To Join • To become Member: • Execute Membership Agreement • Send to IP-Manager@openNTF.org • Steering Committee will vote on approval. 6.19.2009 37 Footer Field

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 6.19.2009 39 Footer Field

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

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. 6.19.2009 47 Footer Field

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. 6.19.2009 48 Footer Field

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. 6.19.2009 49 Footer Field

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 6.19.2009 51 Footer Field

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. 6.19.2009 52 Footer Field

Resolutions Passed • Peter Tanner of IBM be appointed as the IP Manager for OpenNTF • 6.17.2009 6.19.2009 53 Footer Field

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 6.19.2009 54 Footer Field

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. 6.19.2009 55 Footer Field

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 6.19.2009 56 Footer Field

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 6.19.2009 57 Footer Field

Questions? 6.19.2009 58 Footer Field

OpenNTF.org IP Working Group Meeting 6.18.2009

by John Head on Jun 19, 2009

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OpenNTF.org IP Working Group Meeting 6.18.2009 Webinar Transcript