Legal

Fiduciary Licence Agreement (FLA)

Why would I need FLA?

Development of Free Software can follow many patterns. In some cases whole development is handled by sole programmer or a small group of people. But more often, creation and maintenance of software is a complex process encompassing many individuals. This also reflects on who owns the rights in software. In the latter case, rights in software are owned jointly by a great number of individuals.

To tackle this issue some projects require a full copyright assignment to be signed by all contributors. The problem with such assignments is often that they lack check and balances that would protect the contributors from potential abuse of power from the new copyright holder.

The Fiduciary License Agreement (FLA) was created just with that in mind – to concentrate all deciding power within one entity and prevent fragmentation of rights on one hand, while on the other preventing that single entity from abusing its power.

Solution is so-called Fiduciary License Agreement (FLA). This technique makes it possible to concentrate all the deciding power within one entity and prevent fragmentation of rights.

This process only serves for transfer of economic rights. So-called moral rights (e.g. authors right to be identified as author) remain with original author and are inalienable.

How does FLA function?

FLA is an agreement between two parties - on the one side is an individual who contributed to software and therefore is co-author (Beneficiary), the other party is entity - it might be natural person but also company or organization - who will be the new holder of rights (Fiduciary). This way the fragmentation of rights among many contributors can be prevented. Instead all the rights will be concentrated in one entity. It ensures, that copyright-relevant modifications (aforementioned re-licensing) can be done easier, without need to pin down all contributors.

Beneficiary does not lose all his rights. While he transfers his exclusive rights to Fiduciary, Fiduciary reciprocally grants him a non-exclusive worldwide, perpetual and unrestricted license to same extent as it was original transferred from Beneficiary.

What if fiduciary misuses the rights I gave him, e.g. he re-licenses free software as a proprietary one?

FLA offers a special clause for this kind of situation to protect the Free Software project against potentially malicious intentions of Fiduciary. According to this provision, if Fiduciary acts against the principles of Free Software, all granted rights and licenses return to their original owners. That means he will be effectively prevented from continuing any activity which is contrary to principles of Free Software.

Who can be Fiduciary?

As was mentioned above, Fiduciary can be basically anyone, whether a natural person, company or organization. But before becoming a Fiduciary, it is always important to assess all the risks connected with becoming one. Being a Fiduciary is a responsibility that should not be underestimated.


The FLA is used for FSFE's Fiduciary Programme. It can also be adapted to assign the rights to any other third party.

You can learn more about the FLA by emailing us.

Authors

The FLA was written by Dr. Axel Metzger (ifross) and Georg Greve (FSFE) in consultation with renowned international legal and technical experts. Parties ivolved in the evolution of the FLA included RA Dr. Till Jaeger, Carsten Schulz, Prof. Eben Moglen, RA Thorsten Feldmann (LL.M.), Werner Koch, Alessandro Rubini, Reinhard Muller and others. The latest revision was compiled by Georg Greve and FSFE's FTF coordinator Shane M Coughlan based on feedback provided by Dr. Lucie Guibault of the Institute for Information Law in the Netherlands.