Subject: RE: IPR language in IASA BCP (fwd)

From: "Contreras, Jorge" <[email-masked]>
Date: Fri, 11 Feb 2005 23:11:44 -0500

>In reviewing the IASA BCP I noticed a minor issue:

>S 2.2 and 3.1 refer to "perpetual right to use, display, etc."
>The standard language here typically includes both "royalty-free"
>(or "fully-paid up") and "irrevocable". I would particularly think
>we want to specify that no future royalties are due.

Actually, that would be a fairly major issue.  Right now,
the language prescribes the rights that IASA needs to 
obtain on behalf of the IETF, but it does not impose a
requirement on how much IASA can pay, or the terms of
payment.  Those are left to IASA and the IAS's
discretion/negotiation.

Adding the language you suggested would mean that IASA could
not buy royalty-bearing or installment-fee
software.  

Adding the part about "irrevocability" would mean that the
licensor could not terminate the license if IETF breached.
While this would be nice, most commercial licensors would refuse to
license their software on that basis.  

Do you really want to impose these types of constraints on IASA?

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From: Fred Baker <[email-masked]>
Date: Sat, 12 Feb 2005 11:05:56 -0800

At 11:11 PM 02/11/05 -0500, Contreras, Jorge wrote:
>Adding the language you suggested would mean that IASA could not buy 
>royalty-bearing or installment-fee software.
>
>Adding the part about "irrevocability" would mean that the licensor could 
>not terminate the license if IETF breached. While this would be nice, most 
>commercial licensors would refuse to license their software on that basis.
>

Thanks for pointing that out.

Eric, I personally (speaking as yet another IETF participant) get pretty 
uncomfortable with language in the proposed BCP that I'm sure is intended 
to guide decisions buy in fact has the effect or precluding what may turn 
out to be prudent business options.

Let me relate one experience. Last year ISOC purchased a membership 
management package. We actively considered both open-source and proprietary 
options. We wound up choosing a proprietary option because it gave us the 
features we were looking for at the best price-point. The open-source 
options essentially became springboards to consulting contracts, which in 
turn were pretty expensive.

There is already language in the draft regarding open source software:

    If an IASA Contract provides for the creation, development or
    modification of any software (including, without limitation, any
    search tools, indexing tools and the like) ("Developed Software")
    then the IAD shall, whenever reasonable and practical, ensure that
    such contract either (a) grants ownership of such Developed Software
    to ISOC, or (b) grants ISOC a perpetual, irrevocable right, on behalf
    of IASA and IETF, to use, display, distribute, reproduce, modify and
    create derivatives of such Software (including, without limitation,
    pursuant to an open source style license).  It is preferred that
    Developed Software be provided and licensed for IASA and IETF use in
    source code form, with no ongoing payments.  ISOC will permit IASA
    and its designee(s) to have sole control and custodianship of such
    Developed Software.  The foregoing rights are not required in the
    case of off-the-shelf or other commercially-available software that
    is not developed at the expense of ISOC.

Jorge will correct me, but I think that language expresses the preference 
for open-source options without precluding other options when they are the 
prudent thing to do, and maintain's the IETF's rights to manage and 
maintain the software it purchases, builds, or has built to its requirements.