Contributor License Agreement (CLA)

Why a CLA ? 1/2

"A Contributor Licence Agreement (CLA) is strongly recommended when accepting third party contributions to an open development project, such as an open source software project. In order to redistribute contributions, it is necessary to ensure that the project has the necessary rights to do so. A Contributor Licence Agreement is a lightweight agreement, signed by the copyright holder, that grants the necessary rights for the contribution to be redistributed as part of the project." OSS Watch

Why a CLA? 2/2

A CLA is a legal document in which you state you are entitled to contribute the code/documentation/translation to the project you’re contributing to and that you are willing to have it used in distributions and derivative works. This means that should there be any kind of legal issue in the future as to the origins and ownership of any particular piece of code, then that project has the necessary forms on file from the contributor(s) saying they were permitted to make this contribution.

CLA is a safety (bis)

Moreover, the CLA also ensures that once you have provided a contribution, you cannot try to withdraw permission for its use at a later date. People and companies can therefore use that software, confident that they will not be asked to stop using pieces of the code at a later date.

Inputs / outputs

A license grants "outbound" rights to the user of project.

A CLA enables a contributor to grant "inbound" rights to a project.

CLA and Licenses ?

A CLA is inbound, when a License is outbound.

Ideally, inbound=outbound: the contributor give the same rights to the project that the project gives to the user. By default, if the contract does not define who will own the property, it is more likely than not that the person who wrote it will own it.


Two big families:

  • Contributor License Agreement (CLA), the original contributor retains copyright ownership of their contributions, but grants the project a broad set of rights such that the project can incorporate and distribute the contributions as it needs to.
  • a Copyright Assignment Agreement (CAA), the contributor actually transfers copyright ownership of the contributions to the project, who can then license it however they want since they own it

Why granting an irrevocable license?

  • Sustainable for the project
  • Allows the contributor to use his/her contribution on other projects, especially true for general-use contribution
  • the project recognizes the work of a pro-bono contributor compared to paid-for service-providers

Concrete example

Can I reuse a contribution to an open-source project on another project? Well... it depends.. on the CLA

  • If the contributor keeps his/her copyright, and grants the project an irrevocable license to use his contribution, the contributor can share this contribution with other projects.
  • If the contributor assignts the copyright to the project, s.he may not be able to reuse this on other projects.

Examples of CLA

Canonical typical CLA

As of August 2011, Canonical is requesting contributions be licensed under a Harmony Contribution Licence Agreement, rather than the copyright being assigned to Canonical. With the Harmony CLA, "the contributor gives Canonical a licence to use their contributions. The contributor continues to own the copyright in the contribution, with full rights to re-use, re-distribute, and continue modifying the contributed code, allowing them to also share that contribution with other projects."

Apache CLA

All contributors of ideas, code, or documentation to any Apache projects complete, sign, and submit (via fax or email) an Individual Contributor License Agreement (ICLA). The purpose of this agreement is to clearly define the terms under which intellectual property has been contributed to the Project and thereby allow us to defend the project should there be a legal dispute regarding the software at some future time. A signed ICLA is required to be on file before an individual is given commit rights to a project.

Apache CLA : see here

Why not a CLA ?

CLAs twist the empowering, community-oriented, enjoyable experience of FLOSS contribution into an annoying exercise in pointless bureaucracy, which (if handled properly) requires a business-like, grating haggle between necessarily adverse parties.


Most projects use the same time-honored and successful mechanism used throughout the 35 year history of the Free Software community: submissions using the normal means to contribute to the project — such as patches to the mailing list or pull and merge requests — indicate the contributors' assent for inclusion of that Contribution in the canonical version under the project's license.

Which contributors?

Different use-cases:

  • paid: employees, contractors, ..
  • unpaid: individual contributors, researchers, teachers, doctors
  • unclear: partners, organizations, trainees, ...

An example: a public research group

A public lab contributes to a project. It is paid by public fund.

Can it assign the copyright of his/her contribution to a third party?


Recognize the pro-bono contributions by leaving the author's copyright (but him/her granting a license to the project), to distinguish this contribution from paid-for contribution:

  • Paid contributors give their copyright, but the project can allow the paid contributors to keep their copyrights
  • Unpaid contributors grant a a licence to use their contributions by default, unless they want to assign the copyright to the project.

Application to the murgen / modules project

Suggestion to the echopen association:

  • Establishing a Canonical (IP-neutral) CLA
  • Kelu124 to submit the work
  • Add a contribution to echopen :)

Actions from echOpen association

  • Confirm echopen wants Copyright assignment, and publicly mention it
  • Grant all-rights license to contributor for its contribution
  • Contributor to keep its title of author
  • Collect statement from contributor that he grants the copyrights to the asso

Questions to jurist

  • What is different between assigning copyrights to the project, and granting the non-exclusive, worldwide, royalty-free patent license ?
  • A public lab contributes to a project. It is paid by public fund. Can it assign the copyright of his/her contribution to a third party?
  • Is it necessary to have same CLAs for all types of contributors?

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