[ZWeb] Re: Announce: Zope.org launch planned for Jul 31 2003

[Paul Everitt]

Rob Page wrote:
> CONTRIBUTORS' AGREEMENT
> We encourage Zope Community members to volunteer to actively
> participate in these Working Groups.  A prerequisite for
> participation is the submission of a current and signed Site
> Contributor Agreement. A PDF copy of this Agreement is at:
> 
>   - http://www.zope.com/Legal/ZopeOrgContributorForm.pdf

I apologize, I was in Belgium last week and didn't look at the form 
until now.

I think there are some terms in this agreement that might bear some 
further discussion and explanation.


1) In (1), "...while restricting the Contributor's ability to engage in 
certain specific business activities that would or might cause 
competitive injury to the Company's good will and business 
relationships."  Unless "specific business activities" is defined, this 
clause is too broad, especially since it continues after termination of 
the agreement.

Even so, "competitive injury" is inappropriate for this kind of 
agreement.  By volunteering, someone might be restricted in the market 
or their employment?  If Joe Schmoe writes something nice about a 
company in the Zope News, and ZC loses a bid to that company, Joe Schmoe 
is liable.

2) Also in (1), "The Contributor acknowledges...will not prevent the 
Contributor from obtaining employment".  The second word should be 
"Company" not Contributor.

3) Comparing "(4) License Terms" to "(4) License Terms" in the Zope 
(software) Contributor agreement is interesting.  For Zope, all 
contributions must be available under the ZPL.  Under this Zope.org 
agreement, the language is different.  Contributor's contributions 
aren't required to be available from ZC as open source.

4) 8.1.1 is ok, except for the "Prospects" part.  Meaning, if a company 
is listed on zope.org, then only ZC can do business with that company 
(not the phrase "prospect list").  In general, only things related to 
privacy should be considered protected information.

5) 8.1.2 is pretty weird.  Any current or future software for Zope.org, 
including a CSS or JS file, are considered protected information. 
Including stuff from contributors.  Based on section (9), I think this 
might be a problem.

In fact, I don't know if ZC has this authority.  For instance, the skin 
itself came from Olivier Deckmyn.  You'll have to get his permission, I 
believe, to allow ZC to treat it as the Company's Protected Information.

If ZC insists on this approach, you'll need to remove all existing 
contributions, due to the "whether now or hereafter existing", unless 
you can get those contributors to sign this form.

6) 8.2.1 would have provided a nice override for the problem in 8.1.1, 
*except* 8.1.1 supercedes "public information".

7) Section (9) is pretty rough.  Anything I contribute to zope.org must 
be kept "confidential for the benefit of the Company".  I cannot 
"disclose, divulge, reveal, report, publish, transfer or use Protected 
Information" (including my software).  I cannot "copy, adapt or 
distribute" the software I create for zope.org.

This means my contributions are closed source, since these provisions 
prevail over my half-ownership.  I don't think you intended this, so 
this should be an obvious change.

Perhaps I don't understand the intent of this agreement?  At 4 pages, it 
is 4 times longer than the agreement for Zope itself!  It introduces 
aspects of injunctive relief, non-competition, and closed-source that 
are unnecessary for the original purpose ("preserving privacy").

According to the ZopeRoadmap on zope.com, this form's purpose is:

"""
To ensure the success of commitments, membership in the working groups 
will be formalized, necessitating the signing of documents (e.g., NDA 
for not revealing usernames/passwords, contributor agreements for 
checking in code updates) and possibly more.
"""

This form could be replaced with an NDA to reinforce the privacy 
agreement, and all IP stuff could be covered simply by using the 
existing Zope Contributor agreement.

At a minimum, I highly recommend that people adhere to the last sentence 
of Section 1: "The contributor acknowledges receiving an opportunity to 
review these conventants with counsel..."

--Paul