Open Stack

Please find attached the presentation that Mark Radcliffe will talk us
through on the call next Thursday. The following email was sent with it:


*From:*Radcliffe, Mark

I am enclosing my presentation which provides an overview of the issues,
both legal and prudential,  on the proposal to move from the current
process in obtaining a license to contributions (the OpenStack
Foundation currently uses “Contributor License Agreements” in a process
described in Slide 5) to a Developer Certificate of Origin. I have
included copies of the current CLAs. The text of the Development
Certificate of Origin is set forth on slide 8. I have purposely not
included a recommendation because the decision will depend on the degree
of risk that the Foundation wishes to undertake.  I have been asked by
Jonathan to provide a neutral framework to consider this change rather
than an advocacy draft (such as Mark McLoughlin’s memo).  This decision
will be a dialog and will depend on a consideration of both the legal
issues and the “prudential” issues.

Mark McLouglin mentioned a draft “legal framework” memo which I prepared
for the Board but which has not been distributed. This delay is  because
I have been trying to get additional information from the Apache
Software Foundation about the drafting of  the ASLv2: the drafting
occurred in 2002-2004 and it has been challenging to find the persons
involved  (one lawyer was married,  changed her name  and changed
jobs).  I agree with some of the points raised by Mark McLoughlin and
disagree with others and will provide a summary of these points.

The context for the decision is summarized in my introductory paragraph
in the legal framework memo:

/This memo will provide a framework of the legal issues and does not
provide recommendations because such recommendations will be subject to
consideration of prudential issues (see below). The memo also notes that
the effect of these legal issues may vary dependent on the identity of
the contributors (i.e. individual or corporate and Delaware or Japanese
corporation).  However, the decision should not be based solely on
minimizing legal risks, but should include a weighing of the legal risks
against the potential advantages to the community and the project (such
non-legal issues will be referred to as “prudential” issues).
“Prudential issues” could include (a) the potential to increase the
number of contributors (either individual or corporate), (b) the
potential to simplify the contribution process,  (c) the potential to
increase the risk that a contributor is not “legally” bound by the
process and may reject the agreement, (d)  the potential unfairness of
treating new contributors differently from existing contributors, and
(e) the potential concern by existing and future community members,
distributors and users of the OpenStack Project that they are taking on
risk by using the OpenStack Project because the legal “title” to the
OpenStack Project is uncertain.  This approach is illustrated by the
OSF’s adoption of electronic signatures for the CLA: the legal risk
would have been minimized by obtaining “written signatures” for the CLA.
However, the OSF has chosen to use electronic signatures for efficiency
reasons (a prudential issue) even though their validity of  in some
countries is still uncertain/.


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