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An intermediate client (say software agency) requested me to develop a plugin for a popular system. She is selling this to the final client.

Full story is here in this other question: Can I publish a GPL source I'm being paid for to develop?

I am acting as a freelance, not an employee.

The popular system is GPL-3 and the plugin exchanges a significant amount of structured data with the host system. So I guess my work must necessarily be GPL-3 too (or a compatible one). But for sure -I guess- it can't be delivered without licensing terms.

Problems

  • The intermediate client is requesting me to deliver without adding the GPL license terms and without mentioning GPL3 at all. She says: "The client will decide the license". But I ask "tell me what license, and I'll check if compatible and I'll place the terms" and the client says "you don't need to know".

  • The intermediate client is requesting me to remove any mention to "me as the author". She says: "If they need any modification, they already know how to reach me".

  • The intermediate client is "telling me" that the "final client" (the payer) is who will hold the copyright, but she is not willing to tell me who the copyright owner is for me to add this info in the license terms. She says: "Just give me your source code and they'll add their name by their own".

The combination of all seems quite "scammy" to me. Doesn't it?

But this is my first time I'm "selling my time" for doing OpenSource and IDK if this is normal in the sector or not.

I guess his fear is that the final client comes directly to me for next works. But hey, this is why the open source licenses are so transparent, no? I would be open to sign a declaration with the intermediate that for X time I won't sell to this particular client directly.

Questions

  • Is all this normal?
  • What should I tell to the intermediate client?
  • Is it normal that the plugin is delivered without license?
  • May I "enforce" that my claim of "me being the author" is not removed? Or the intermediate has the right to eliminate the authorship information?
  • Is it normal to deliver without specifying who is the copyright owner?

Please help!

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  • Have you signed a contract already? I think there's nothing wrong with saying you won't enter into a contract to do the work without getting attribution, but if you've already entered into a contract to do the work, it may be quite tricky to go back on that decision now. Certainly the GPL does not allow the upstream client to remove your copyright notice, but you may have a contract that forbids you from adding it in the first place. (I don't know what happens in that case and probably depends on your exact contract and jurisdiction.) – apsillers Oct 30 '20 at 17:43
  • Also, is the immediate client allowing you to keep your copyright? I would find that very surprising. (And obviously if you are not retaining copyright title on the work, you should not be putting your name in a copyright notice on the work.) You can absolutely sell your own copyright that exists in the work that you create (the GPL causes no issues here), and I'd be quite surprised to hear the client expects you do anything different. – apsillers Oct 30 '20 at 17:48
  • Thanks @apsillers I have not yet entered the contract. I don't mind giving them the copyright. But I want to preserve the credentials of authorship when the source code spreads. What I don't see for clear is the intermediate intentions by telling me to deliver "without license terms". If the code arrives to the final client without terms, the final client will be allowed to do whatever they want even removing the attribution. – Xavi Montero Oct 30 '20 at 23:50
  • @XaviMontero, in Spain, you have the law on your side if you want to enforce to be recognized as the author of your code. – Bart van Ingen Schenau Oct 31 '20 at 10:29
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For nearly all issues of work done under contract, as we've already said, the details depend entirely on what's in the contract. In terms of normal behaviour, the answers to your questions are yes, up to you, yes, no, no (but the owner won't be you). The usual path, unless you hold out for a contract that specifies otherwise, is that you're being paid to give both work and copyright to the entity who's paying for it. In some countries there may be a wrinkle with moral rights, but apart from that, you have no interest in or rights to the work once it's handed over and payment is made.

The interesting departure here is that you're being paid to create a plugin for a third-party GPLv3 work. The FSF's view is that the degree of integration between plugin and main work determine whether the plugin is a derivative work of the main program, and thus must be conveyed under GPL. You note in the question that this integration is tight. In any case, if it's loose, the GPL doesn't complicate matters, and we're back to the paragraph above. So let's assume that integration is tight, and that the plugin will be a derivative work.

GPLv3 has language to address this:

You may convey covered works to others for the sole purpose of having them make modifications exclusively for you, or provide you with facilities for running those works, provided that you comply with the terms of this License in conveying all material for which you do not control copyright. Those thus making or running the covered works for you must do so exclusively on your behalf, under your direction and control, on terms that prohibit them from making any copies of your copyrighted material outside their relationship with you.

I confess I'm not entirely sure how to read this, but a gentleman from Intel's Open Source technology centre said this about it in the early days of GPLv3, when we were all trying to understand it:

the intent here in GPLv3 is clear enough that use of contractors or outsourced hosting providers does not constitute conveyance (distribution in GPLv2 nomenclature).

By his reading, then, your client is allowed to give you a copy of the original GPLv3 program, with full sources, and pay you to develop and sign over to them a plugin for the work, on normal commercially-confidential work-for-hire terms. Nothing in GPLv3 obliges them to give you credit or recognition of any kind, and since they own the copyright, it should be their name, not yours, that appears on any sources they later choose, or are required, to publish.

You add in a comment that "I don't mind giving them the copyright. But I want to preserve the credentials of authorship when the source code spreads.". It seems to me that you are trying to reinvent moral rights. I think that's pointless; either you're in a civil law jurisdiction that recognises them as inalienable, in which case you need do nothing, or you're not, in which case you will find it difficult to reinvent them.

As we said earlier, make sure that what you want is in the contract. If you care about credit, add a term that says you will retain copyright, but that they have unlimited rights to use, reuse, copy, distribute, and relicense your work. They are likely to resist signing this, and you may have to agree to lower your fee - but if this is important to you, you should do that. What you shouldn't do is fail to negotiate for it now, then try to weasel it round the back after the work is done.

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  • The OP mentioned in another question they are from Spain, which is a country that recognizes moral rights. I don't know if that right can be waived, but I somehow doubt that because as far as I know the right to be recognized as the author lasts even after a work enters the public domain on copyright expiration. – Bart van Ingen Schenau Oct 31 '20 at 10:28
  • I'll note that if the client is not given any secret GPL code to start from (i.e., there is a public GPL system and the OP is making a plugin wholesale from nothing but public components) then the GPLv3 allowance for contractors is not even necessary in that case. (gnu.org/licenses/gpl-faq.en.html#DevelopChangesUnderNDA) – apsillers Oct 31 '20 at 11:41
  • Moral rights are not exclusive to civil law jurisdictions. See for example 17 USC 106A. But note that particular example only applies to "works of visual art," which software certainly is not. – Kevin Nov 6 '20 at 22:36

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