Wanted: Open Source compatible NDA and employment boilerplate

I am largely pleased with all the efforts at creating new licenses by the Creative Commons. My only gripe is that there are now too many to choose from - but the market will decide which license succeeds or fails - and that's a good thing.

There's two other documents that I have had to see and sign, over and over again, that I'd like to see improved - the Non-disclosure agreement (NDA), and the standard employment contract.

I've been griping about the standard employment contract for a decade (very old link: you'll have to scroll down) but I've generally just gritted my teeth and signed them (and subsequently ignored the parts that made my job impossible - not without trepidation, mind you!)

Standard NDAs - which are usually short 1-2 page documents - strike me as simpler to fix. (I've had to sign a lot more of those, anyway!).

Many companies are getting more and more interested by the day in Linux, but they are limited in their own legal resources. Often - they are open to releasing their specification to a designated person - but not to the world - AND they are open to and buy into the logic of - releasing the software produced from the specification as open source.

But - as soon as you try to do something out of the ordinary (e.g. open source), they get bogged down in detail. Usually all rights to all the information need remain proprietary according to the language. A single word change to the NDA or contract can take weeks to approve - or worse, kill the deal.

If there was, somewhere out on the net, a set of standard boilerplate NDAs and employment contracts that clearly gave the lee-way in IP management required for a firm and employee/contractor to successfully navigate the open source waters... vast floodgates of specifications might be made available for new devices - and it would be a better world for everyone.

Aformentioned boilerplate could vary. For example there could be a BSD-like NDA boilerplate, a GPL-like NDA boilerplate - a dual licensed GPL-like NDA boilerplate... etc.

Nothing has to be as sweet as the ideal SFWA author's contract (although that would be nice as an example!)

It would be a relief to find some legally blessed agreements for open source work, somewhere, on the web.

Do any open source compatible NDAs exist, Larry?

Update: Since Doc was kind enough to backlink to this today, I thought I would update this a bit. Greg Kroah-Hartman - the biggest USB driver dude in the Linux USB swamp - posted an excellent piece on the advantages of open source driver development... and just a few days back the FSF did a big writeup. Unfortunately both pieces went long on marketing and short on the requisite paperwork required.

Personally, I'm quite agnostic about the forms of the proposed NDA boilerplate. A dual licensed GPL agreement and_keeping_the_spec_proprietary would suit most parties just fine. BSD works for many situations. I don't care. I just want to do engineering. "Damn it, Jim - I'm a coder, not a lawyer!"

And... I wrote this piece because in the last few months:

1) I'd had a promising new job killed by my (fairly moderate IMHO) view of software patents. I was pleased to see the "mutual assured destruction" analogy picked up by such luminaries as Cory Doctorow. Almost makes not getting that gig, worth it, that.

2) My last contract spent 5 weeks clarifying what components were open source and what "open source" really meant in each case. In a lot of business minds "open source" = "free software" - and aside from a few major cases like the Linux kernel, that's simply untrue. Complying with many open source licenses is easy. (As that contract turned out, nearly all the components were under the LGPL, BSD or free beer licenses) The legal beagles on each side eventually blessed the project, but ultimately the decision had to go up to the CEO to approve. Requiring CEO signoff is not a tenable development model! Having a set of "blessed" NDA agreements would make it easier for middle managers in companies' large and small to be able to operate in the open source world.

3) My current (and on my own time) project has been greatly slowed by the lack of a formal specification for the hardware. I'm working on it because it's a cool piece of hardware - and the required reverse engineering had already been done outside the US before I started. The company is willing to let me see the spec... but hasn't got past the legal issues.

I really believe that the open source development model is the best thing for bringing up a new piece of hardware, quickly and well, long before the product actually ships - with very little IP exposure to the company making the product. In particular a dual licensed GPL scheme would probably enable more full featured software to get developed, cheaper, and faster - and still meet the requirements for windows and Macintosh.

In a day and age where a new hardware product is obsolete in 18 months, doesn't it make sense to get the software started and finished as early as possible?

Lastly: on a personal note... I'm looking for a contract or job in the embedded arm/ppc or x86_64 worlds. Resume here. I've done some major stuff in my life - not that I can show it off, because it's mostly been closed source. Recently I got asked for a code sample, and I discovered that aside from bits and pieces of patches to mozilla, gtk, various embedded architectures, and asterisk, that I didn't have a single coherent piece of code written in the last decade I could share!

I've spent the last couple months fixing that - working on something I can be proud of. Hopefully the first release will be in a few weeks.

I have found, especially since I started working on ardour, that using open source methods like freenode are a vast productivity improvement over laboring in isolation. I'm lovin it. It's been kind of hard on my mortgage. It would be great if something like it could be good for the mortgage.

So, anyway, I would like it VERY MUCH if the @#!@ open source legal issues would stay clear of my increasingly absent hair and I could focus on just the engineering problems in any future work.

Labels: legal, open source

  ¶ 6:02 AM