[Devel] Proposed contribution agreement, seeking feedback

Malte Stretz mss at msquadrat.de
Mon May 23 13:28:48 CEST 2016


Hi,

I'll forward the document to our lawyer to see what he has to say. Some things 
I noticed after a quick glance:

* In §2.1.ii the terms "each party", "either party" (both in (a)) and the term 
"we" (in (c)) aren't defined. I assume that the former means Synacor and its 
sublicenssees but is the grantee included as well? The "we" most probably is 
Synacor or does it also include the sublicensees?

* §2.2 sounds rather broad, as if the grantee would grant any possible patents 
to Synacor, even totally unrelated ones to the Contribution.

* Maybe far fetched but there might be an issue in §1.6 when I submit test 
cases or (modified) log files from customers on which I don't have the rights to 
assign rights. Once I signed this CLA I'd implicitly assign the rights to 
Synacor unless I don't forget to mark them as "Not A Contribution". Which 
might get nasty in the future, depending on the interpretation of §1.4 (a 
testcase might be considered an act of documentation and the bar of what is 
considered a "work of authorship" is sometimes low).

* Is this a company or a personal CLA? From my experience of signing these 
things there is some kind of difference and many organizations have two 
different ones (the question who has to sign it is mostly answered by some 
legal voodoo).

* It would be great if for each term there was a human-readable paragraph 
which explains the intentions behind it.

Cheers,
Malte

On Wednesday, 18 May 2016 13:12:46 CEST Quanah Gibson-Mount wrote:
> Attached is the proposed contribution agreement for contributing works to
> Zimbra.  Comments welcome.
> 
> --Quanah
> 
> --
> 
> Quanah Gibson-Mount
> Platform Architect
> Zimbra, Inc.
> --------------------
> Zimbra ::  the leader in open source messaging and collaboration
> A division of Synacor, Inc






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