[Devel] Proposed contribution agreement, seeking feedback

Quanah Gibson-Mount quanah at zimbra.com
Mon May 23 19:34:46 CEST 2016


Thanks!  This is being forwarded on to the legal team.

--Quanah

--On Monday, May 23, 2016 2:28 PM +0200 Malte Stretz <mss at msquadrat.de> 
wrote:

> 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
>
>



--

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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