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  4. <title>Fiduciary Licence Agreement (FLA) - FSFE Legal</title>
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  6. <body class="article" microformats="h-entry">
  7. <p id="category"><a href="/activities/ftf/ftf.html">Legal</a></p>
  8. <h1 class="p-name">Fiduciary Licence Agreement (FLA)</h1>
  9. <div class="e-content">
  10. </div>
  11. <!-- <h3>Abstract</h3>
  12. <p>A Fiduciary License Agreement (FLA) is an agreement between the owner of
  13. a copyright and a fiduciary. The FLA a transfers some of the right of use
  14. from the copyright owner to the fiduciary. Other than a collecting society the
  15. FLA is about <i>grouping</i> the interests of the copyright owners at the
  16. fiduciary (and not the distribution of the product).</p>
  17. <p>The usage of a software is governed by a license agreement.
  18. Free-software-projects usually have more than one copyright owner who work
  19. collaboratively on that project. In case there happens a violation of the
  20. license agreement this distributed copyright might cause problems because in
  21. case of a lawsuit all the copyright owners may need to be present.</p>
  22. <p>The FLA bundles all the rights of the copyright owners at the fiduciary. He
  23. can then effectively push the interests of the copyright holders in court.</p> -->
  24. <h2 id="why-would-i-need-fla">Why would I need FLA?</h2>
  25. <p>Development of Free Software can follow many patterns. In some cases
  26. whole development is handled by sole programmer or a small group of people.
  27. But more often, creation and maintenance of software is a complex process
  28. encompassing many individuals. This also reflects on who owns the rights
  29. in software. In the latter case, rights in software are owned jointly by
  30. a great number of individuals.</p>
  31. <p>To tackle this issue some projects require a full copyright assignment to be
  32. signed by all contributors. The problem with such assignments is often that
  33. they lack check and balances that would protect the contributors from
  34. potential abuse of power from the new copyright holder.</p>
  35. <p>The Fiduciary Licence Agreement (FLA) was created just with that in mind – to
  36. concentrate all deciding power within one entity and prevent fragmentation of
  37. rights on one hand, while on the other preventing that single entity from
  38. abusing its power.</p>
  39. <p>Solution is so-called <i>Fiduciary Licence Agreement (FLA)</i>. This
  40. technique makes it possible to concentrate all the deciding power within
  41. one entity and prevent fragmentation of rights.</p>
  42. <p>This process only serves for transfer of economic rights. So-called
  43. moral rights (e.g. authors right to be identified as author) remain with
  44. original author and are inalienable.</p>
  45. <h2 id="how-does-fla-function">How does FLA function?</h2>
  46. <p>FLA is an agreement between two parties - on the one side is an individual
  47. who contributed to software and therefore is co-author (<i>Contributor</i>),
  48. the other party is entity - it might be natural person but also company
  49. or organisation - who will be the new holder of rights (<i>Trustee</i>).
  50. This way the fragmentation of rights among many contributors can be prevented.
  51. Instead all the rights will be concentrated in one entity. It ensures,
  52. that copyright-relevant modifications (aforementioned re-licensing) can
  53. be done easier, without need to pin down all contributors.</p>
  54. <p>Contributor does not lose all her rights, just the exclusivity in them.
  55. While she transfers her exclusive rights to the entity responsible for
  56. managing, Trustee reciprocally grants her a non-exclusive worldwide, royalty-free,
  57. perpetual and irrevocable licence to same extent as it was originally
  58. transferred from Contributor.</p>
  59. <h2 id="what-if-trustee-misuses-the-rights-i-gave-to-them">What if trustee misuses the rights I gave to them, e.g. by re-licensing Free Software as a proprietary one?</h2>
  60. <p>FLA offers a special clause for this kind of situation to protect the
  61. Free Software project against potentially malicious intentions of Trustee.
  62. According to this provision, if Trustee acts against the principles of Free
  63. Software, all granted rights and licences return to their original owners.
  64. That means Trustee will be effectively prevented from continuing any activity
  65. which is contrary to principles of Free Software.</p>
  66. <h2 id="who-can-be-trustee">Who can be Trustee?</h2>
  67. <p>As was mentioned above, Trustee can be basically anyone, whether a
  68. natural person, company or organisation. But before becoming a Trustee,
  69. it is always important to assess all the risks connected with becoming one.
  70. Being a Trustee is a responsibility that should not be underestimated.</p>
  71. <!-- old version
  72. <h3>What is the FLA?</h3>
  73. <p>The Fiduciary Licence Agreement (FLA) is a copyright assignment that allows
  74. one entity to safeguard all of the code created for a project by consolidating
  75. copyright (or exclusive exploitation rights) to counteract copyright
  76. fragmentation.</p>
  77. <p>This enables projects to protect their legal maintainability by preserving
  78. the ability to relicense code and ensuring sufficient rights to enforce
  79. licences in court. The person assigning does not lose their rights to the
  80. code either, as the FLA gives back unlimited usage/single exploitation rights
  81. to the author. The FLA also applies a set of principles for the fiduciary.
  82. If they breach these principles, all grants and licenses made to them
  83. automatically expire.</p>
  84. <p>Benefeciaries of the FLA assign the copyright in their work, and in
  85. countries where assignments of the copyright in a work are impossible,
  86. they grant the fiduciary an exclusive license (see §1(1) for details).
  87. Therefore, the FLA is designed to work in both civil and common law countries.</p>
  88. -->
  89. <h2 id="how-to-use-fla-for-your-own-project">How to use FLA for your own project?</h2>
  90. <p>The <a href="FLA.en.pdf">previous version</a> of FLA was used for the
  91. FSFE's <a href="https://fsfe.org/activities/ftf/fiduciary.en.html">Fiduciary Programme</a>.
  92. Unfortunately, the FSFE is no longer accepting new projects under the
  93. Fiduciary Programme at the moment, however you can use our customisable
  94. version of the updated FLA-2.0 in order to consolidate your copyright under
  95. your own administrative umbrella. It can also be adapted to assign the rights to
  96. any other third party.</p>
  97. <p><strong>If you want to use our updated FLA-2.0 for your own project, please
  98. follow the instructions <a href="http://contributoragreements.org/ca-cla-chooser/">here</a>.</strong></p>
  99. <h2 id="what-has-changed-in-fla-2.0">What has changed in FLA-2.0?</h2>
  100. <p>FLA-2.0 was drafted in collaboration with <a href="http://contributoragreements.org/about.html">ContributorAgreements.org</a>
  101. in order to better reflect the necessities of Contributors, and Trustees
  102. as recipients of contributions. As a result of this collaboration, the
  103. FLA-2.0 now includes:</p>
  104. <ul>
  105. <li>compatibility with more jurisdictions;</li>
  106. <li>added patent licence for further protection against patent litigation;</li>
  107. <li>clearer wording;</li>
  108. <li>narrowing down the list of Free Software licences<a href="#fn1" class="fn" id="fnref1">1</a>;</li>
  109. <li>more practical licensing options directed towards third parties – including referencing to an external licensing policy.</li>
  110. </ul>
  111. <p>All the changes were made in order to strengthen the position of both
  112. developers and the managing entity for a better management of rights within
  113. one project.</p>
  114. <p>You can learn more about the FLA-2.0 by
  115. <a href="mailto:licence-questions@lists.fsfe.org?subject=FSFE Legal Question">emailing us</a>.</p>
  116. <h2 id="authors">Authors</h2>
  117. <p>FLA-2.0 was written by Matija Šuklje and Catharina Maracke, based on the
  118. spirit of the original FLA and the ContributorAgreements.org templates, as
  119. well as in consultation with renowned international legal and technical
  120. experts. Special thanks should go to Aahit Gaba, Adriaan de Groot, Alessandro
  121. Rubini, Anthonia Ghalamkarizadeh, Axel Metzger, Carlo Piana, Florian
  122. Idelberger, Hugo Roy, Ingo Klöcker, Jonas Öberg, Jonathan Riddell, Lydia
  123. Pintscher, Malcolm Bain, Martin Husovec, Nicola Feltrin, Paul Brown, Pam
  124. Chestek, Polina Malaja, Vishesh Handa, as well as the Legal Network, KDE e.V.,
  125. DataVerse, and Endocode.</p>
  126. <p>Initial version of FLA was written by Dr. Axel Metzger and Georg Greve in consultation
  127. with renowned international legal and technical experts. Parties ivolved
  128. in the evolution of the FLA included RA Dr. Till Jaeger, Carsten Schulz,
  129. Prof. Eben Moglen, RA Thorsten Feldmann (LL.M.), Werner Koch, Alessandro Rubini,
  130. Reinhard Muller, Shane Coughlan and others.</p>
  131. <h2 id="fn">Footnotes</h2>
  132. <ol>
  133. <li id="fn1"><p>Free Software licence as in identified by <a href="https://www.gnu.org/licenses/license-list.html">Free Software Foundation</a> and <a href="https://opensource.org/licenses/category">Open Source Initiative</a><a href="#fnref1" class="ref">↩</a></p></li>
  134. </ol>
  135. </body>
  136. <sidebar promo="fiduciary-licence-agreement">
  137. <dynamic-content />
  138. <h2>Further information</h2>
  139. <ul>
  140. <li><a href="http://contributoragreements.org/ca-cla-chooser/">FLA-2.0 chooser</a></li>
  141. <li><a href="FLA.en.pdf">The FSFE's earlier version of the FLA (for archival use only)</a></li>
  142. </ul>
  143. </sidebar>
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