A non-compete and single ownership version of the BSD License

I recently created an API and I wanted to give it a license where it is free for anyone to use, so I was planning on using the two-clause BSD License. However, after further thought, I realized that I had a few more stipulations I wanted to add. Yes, I wanted the software to be free to use, however, there are a few things I don’t want.

  1. I don’t really want someone to fork my project just yet. I want the project to remain in one place.
  2. I want the project to be free and commercial friendly, including free to use the code, or link to a binary in any way.
  3. I don’t want a company to use my software to sell a competing solution unless I am compensated. In which case, I can license the software to them under a commercial license.
  4. If anyone contributes to the project, I would like the right to sell the code under a different (possibly commercial) license. This prevents license and author sprawl. The fourth clause is crossed out because this will be done at commit time and is not needed in the license of existing source code.

Non-compete line addition to the new BSD License

So I came up with two one more line to the new BSD License: a third line prohibiting competing projects or solutions without permission; a fourth line that states that any contributions to the project will result in the all rights to the contributed code being assigned back to me. This will be done at commit time and is not needed in the license of existing source code.

<Project> <Project Description>
Copyright (c) <Year>, <Owner>
All rights reserved.

Redistribution and use in source and binary forms, with or without
modification, are permitted provided that the following conditions are met:

1. Redistributions of source code must retain the above copyright notice, this
   list of conditions and the following disclaimer.
2. Redistributions in binary form must reproduce the above copyright notice,
   this list of conditions and the following disclaimer in the documentation
   and/or other materials provided with the distribution.
3. Use of the source code or binaries that in any way competes with <Project>,
   whether open source or commercial or other, is prohibited unless permission
   is granted under a separate license by <Owner>.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND
ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE
DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES
(INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND
ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT
(INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS
SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Let me know if you think this accomplish the non-compete goal. Especially let me know if something appears erroneous.

Single Ownership

Single ownership means the project always has all rights to every line of code, the binaries, and documentation or anything else that may be included in the project. So if any contributions from anybody to the project occur, they occur with the stipulation that ownership and all rights are transferred to the the project owners.

However, doing this in the license above is the wrong place. It should be a separate agreement that occurs in places like when registering with the project or its mailing list or it source repository. So contribution is done under this separate agreement.

Contributing to this project can be done under the following conditions:
  1. Any contribution (source code, documentation, or other) to this project 
     is your own work.
  2. You transfer all rights to the contribution (source code, documentation,
     or other) to <Owner>.

Again, let me know if this accomplishes the goal, or is insufficient or has errors.

Fork and Contribute License

I have worked on this and updated the above as follows:

<Project> - <Project description or tagline>

Copyright (c) 2012, <owner>
All rights reserved.
 
Redistribution and use in source and binary forms, with or without
modification, are permitted provided that the following conditions are met:
 
1. Redistributions of source code must retain the above copyright notice, this
   list of conditions and the following disclaimer.
2. Redistributions in binary form must reproduce the above copyright notice,
   this list of conditions and the following disclaimer in the documentation
   and/or other materials provided with the distribution.
3. Use of the source code or binaries that in any way competes with <project>
   or competes with distribution, whether open source or commercial, is 
   prohibited unless permission is specifically granted under a separate
   license by <owner>.
4. Forking for personal or internal, or non-competing commercial use is allowed.
   Distributing compiled releases as part of your non-competing project is 
   allowed.
5. Public copies, or forks, of source is allowed, but from such, public
   distribution of compiled releases is forbidden.
6. Source code enhancements or additions are the property of the author until
   the source code is contributed to this project. By contributing the source
   code to this project, the author immediately grants all rights to the
   contributed source code to <owner>.
 
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND
ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE
DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES
(INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND
ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT
(INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS
SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

5 Comments

  1. This is an interesting read. My son dabbles in programming and has been given offers by small-sized companies to develop programs for them. I'm not quite sure if my son is aware about licensing it. I'm glad I stumbled upon this so I can ask him so he won't be exploited.

    • Rhyous says:

      Glad you liked it.

      I really like it. It has all the benefits of the BSD open source license and almost anybody can use the code still. It is still commercial friendly. You don't have to worry about your project getting forked causing a division the project community unless you give permission to do so.

  2. eh says:

    has a lawyer looked at these? I doubt these do what you want.

    3. Use of the source code or binaries for a competing project, whether open
    source or commercial, is prohibited unless permission is specifically
    granted under a separate license by .

    What is "use of the source code" what is a "project" let alone a competing one?

    4. Source code enhancements or additions are the property of the author until
    the source code is contributed to this project. By contributing the source
    code to this project, the author immediately grants all rights to
    the contributed source code to .

    What are "enhancements" or "additions"? do bugfixes count? spelling errors? ident changes? What does "contributing" mean?

    • Rhyous says:

      I plan to have a lawyer look at it. However, most lawyers don't focus in software licensing and in a previous company, the lawyers consulted me about software licenses because of my combination of English/Technology/Open Source skills.

      Actually, it is people like you I want looking at it as much as a lawyer. A mass of eyes from different points of view. Technology, psychology, linguistics, law...they are all points of view and the more eyes, the better.

      You ask these questions which help:

      What is "use of the source code"
      It is actually "Use of the source code or binaries". This is worded almost identical to the text from clause one and two except 1) it combines "source code and binaries" and 2) the word "redistribution" was replaced with the word "use". Since we want to cover more than just "redistribution" for competition. "Use" is actually more accurate than redistribution as redistribution doesn't include looking at the source code and learning from it for the purposes of competition (which is tough to prove but is at least useful where honesty exists). "Use of source code or binaries" is very general and generic and all-encompassing, which is the intent and actually makes it more powerful, not less.

      What is a "project" let alone a competing one?
      Yeah, I don't like the word project either ...i have been playing around with "solution" over project but like you said, I need a lawyer to look at it.

      And clause 4 is completely unnecessary in the existing source. Instead, when a user is given commit rights to the git source, they just need to agree to this for all source they commit. It doesn't even need to be in the existing source.

      Thank you for you analysis...it helps.

  3. [...] single ownership version of the BSD License Filed under: FreeBSD — rhyous @ 1:51 pm Read more Share this:DiggRedditLike this:LikeBe the first to like this. Leave a [...]

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