I'm the maintainer/main contributor to a Java library, that is open source software under BSD license. I currently receive no funding for my work in this project, but demand is rising. As a full time employee, and a father I don't have a lot of spare time to put in. But there are possible clients who are willing to pay for fixing bugs or new features, and my current employer is positive to let me do this.

My question is, where can I find a good (template) contract to use for short-term OSS work like described above, between me/my employer and the third party (client)?

I have searched extensively, but I find only template contracts for use between an employer and me, to allow me to contribute to OSS. I have this covered, and this is not what I am looking for.

  • "this is really secondary to the main question" with respect, it isn't; who will be signing the contract is pretty much central to what will be in it. If your employer is happy to handle signing it, then it can and should be drawn up between them and the third party. – MadHatter Aug 19 '19 at 14:19
  • @MadHatter I understand that the contracts will have to be different. But my employer asked me to look for a (easy to use/simple to understand) "standard contract" for short term OSS work. The contract needs fit one (or both) of the two models outlined. But advice as to which model should be used, is what I'm talking about as "secondary". But I'm open for suggestions on how to improve the question. :-) – Harald K Aug 19 '19 at 14:49
  • Thanks, that definitely helps clarify things for me. That said, I still think this is two different questions masquerading as one. If one user posted an excellent contract for use between your employer and the third party, and another user posted an equally-good one for use between you and the third party, then given that you don't want to get bogged down in the issue of which of the models is preferable, which answer would you accept? – MadHatter Aug 19 '19 at 14:55
  • 1
    @amon My current employer is an IT consultancy. So they already acts as "a kind of agency", I guess. The main difference is scope (the "normal" projects I work on are millions of EUR contracts) and the end result (a contribution to OSS, vs a product delivered to the client). – Harald K Aug 20 '19 at 10:51
  • 1
    @haraldK, the difference might be even smaller: Who owns the copyrights and what license will be used. For normal consultancy contracts, it will most likely be that the customer owns all copyrights and gets to set its own license. Here, the contract will probably have to specify that the BSD license will be used and if/when you would have the right to distribute the changes to the wider world. – Bart van Ingen Schenau Aug 26 '19 at 6:28

To summarise the comments above, it seems a little odd that your employer is willing to get involved in a professional relationship between you and a third-party. I can see how it's good for you and the third party, since you don't have to form a company and the third party doesn't have to get involved in short-term employment, but it's much less clear what your company gets out of this. However, you say they're happy to do it.

So it seems to me that a good starting point is to use the same contract that they would use with any other party for whom the company develops software, since your employer will already be very familiar with it, thus keeping things simple for them. You should include the conditions that the software so developed will be released under a specific BSD licence, and contributed back to the library project on those terms. You will also want to include details of what the third-party is paying your employer for this work, and be clear about who gets the copyright.

How your employer passes this money on to you, how much they deduct for providing this service, what further deductions they will make for payroll taxes and the like, are separate issues that have no place in the contract between your employer and the third party, but are instead matters for written negotiation between you and your employer. Also, you don't ask about those.

  • Thanks! I appreciate the feedback. But I ask this question as we are not that familiar with working in OSS, and don’t have good contracts we can adapt to this kind of work. That is why I ask for a template contract. 😀 – Harald K Aug 24 '19 at 16:32
  • 1
    And my point is that writing free software commercially is no different from writing proprietary software commercially, except that you specify the resulting software will be released under a free licence instead of delivered to the client under a cloak of secrecy. That's the only difference. Take any existing contract your employer has been happy to sign. Rip out the bit that says the client ends up with all the rights in the resulting software. Insert alternative as above. – MadHatter Aug 24 '19 at 17:30
  • I fully agree. I would accept an answer with something like your second paragraph, if it would also include/point to a template contract for commercial services. – Harald K Aug 24 '19 at 17:40
  • I'm clearly not getting my point across. Whatever contracts your company already signs are its best starting point for this. They will have to spend much more time scrutinising anything anyone else provides than anything they've already signed. Has your company never signed a single contract for software development? – MadHatter Aug 24 '19 at 20:47
  • Would that make the answer different? I think it would benefit the answer if we just assume we're a startup or so, that never signed a contract before. – Harald K Aug 26 '19 at 8:25

Your Answer

By clicking “Post Your Answer”, you agree to our terms of service, privacy policy and cookie policy

Not the answer you're looking for? Browse other questions tagged or ask your own question.