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 Licence 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 Licence 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 (Contributor), the other party is entity - it might be natural person but also company or organisation - who will be the new holder of rights (Trustee). 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.

Contributor does not lose all her rights, just the exclusivity in them. While she transfers her exclusive rights to the entity responsible for managing, Trustee reciprocally grants her a non-exclusive worldwide, royalty-free, perpetual and irrevocable licence to same extent as it was originally transferred from Contributor.

What if trustee misuses the rights I gave to them, e.g. by re-licensing 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 Trustee. According to this provision, if Trustee acts against the principles of Free Software, all granted rights and licences return to their original owners. That means Trustee will be effectively prevented from continuing any activity which is contrary to principles of Free Software.

Who can be Trustee?

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

How to use FLA for your own project?

The previous version of FLA was used for the FSFE's Fiduciary Programme. Unfortunately, the FSFE is no longer accepting new projects under the Fiduciary Programme at the moment, however you can use our customisable version of the updated FLA-2.0 in order to consolidate your copyright under your own administrative umbrella. It can also be adapted to assign the rights to any other third party.

If you want to use our updated FLA-2.0 for your own project, please follow the instructions here.

What has changed in FLA-2.0?

FLA-2.0 was drafted in collaboration with ContributorAgreements.org in order to better reflect the necessities of Contributors, and Trustees as recipients of contributions. As a result of this collaboration, the FLA-2.0 now includes:

All the changes were made in order to strengthen the position of both developers and the managing entity for a better management of rights within one project.

You can learn more about the FLA-2.0 by emailing us.

Authors

FLA-2.0 was written by Matija Šuklje and Catharina Maracke, based on the spirit of the original FLA and the ContributorAgreements.org templates, as well as in consultation with renowned international legal and technical experts. Special thanks should go to Aahit Gaba, Adriaan de Groot, Alessandro Rubini, Anthonia Ghalamkarizadeh, Axel Metzger, Carlo Piana, Florian Idelberger, Hugo Roy, Ingo Klöcker, Jonas Öberg, Jonathan Riddell, Lydia Pintscher, Malcolm Bain, Martin Husovec, Nicola Feltrin, Paul Brown, Pam Chestek, Polina Malaja, Vishesh Handa, as well as the Legal Network, KDE e.V., DataVerse, and Endocode.

Initial version of FLA was written by Dr. Axel Metzger and Georg Greve 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, Shane Coughlan and others.

Footnotes

  1. Free Software licence as in identified by Free Software Foundation and Open Source Initiative