Review of contractual software license

Development Software Development
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Just looking for some peer review on this software license for contract work. I watched the digital mercenary L1 video, which was very helpful. This is mostly plucked from the MIT and Apache 2.0 licenses (particularly the contribution clause, which I hope is reasonably patent-troll-proof). I also see there is more in the 3-clause BSD license that I could probably use, but I’m not sure it’s necessary, given that there’s a written contract that lays out some of the other stuff.

I’ve also heard not to write your own software license, but I figure that applies more to FOSS floating out on the web, than specific contracts.

Thoughts?

Copyright [YEAR] [COPYRIGHT HOLDER]

This license hereby grants [LICENSEE] a perpetual, worldwide, royalty-free copyright license to use, reproduce, modify, merge, publish, distribute, sell, sublicense, include in derivative works, publicly display or perform, and redistribute the work and derivative works in source or object form, for any reason, including commercial use, without restriction, provided all contractual terms of compensation are fulfilled.

Warranty and Liability
The software provides no express or implied warranty, and is provided “as is.” The authors and copyright holders shall not be held liable for any claim, damages, or liability arising from any use of or connection to any dealings in or with the software.

Contributions
A “contributor” refers to the licensor and any licensee, whether an individual or legal entity, whose contribution is received by the licensor, and incorporated within the work. In accordance with the terms of this license, all contributors hereby grant all license holders a perpetual, worldwide, royalty-free copyright license to use, reproduce, modify, merge, publish, distribute, sell, sublicense, include in derivative works, publicly display or perform, and redistribute the work and derivative works in source or object form, for any reason, including commercial use, without restriction.

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Disclaimer: I am not a lawyer. I have no experience in this field whatsoever. I just did a bit of research, because I am also in the process of choosing a license for one of my projects.

I think there are two good reasons for using a well known “already out there” licence.
First, you and the licensee know what you get. Second, the license is already weeded out by a couple of lawyers who know what is enforceable and where the pitfalls are. Even when you pick and choose from already established licenses you might overlook or forget some details when you don’t have experience with the legalese.

There is a reason, there are people that specialize in that kind of stuff. If this is only for small(ish) projects you are probably fine either way, but you are kind of counting on the case that there won’t be an experienced lawyer that picks your licence apart.

As far as I understand this is only the case if you publish the software or the software concept in a visible way and there is not already a patent on it.

You want an open source kind of license right? What exactly do you want it to do for you?

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Indeed. I didn’t really bother digging too deep in looking for examples for specific contracts, since they can vary so greatly, hence the reason I mostly copied portions of the other licenses.

It is for a pretty small project. Not open source- this is for a client. In that last Joy of Computing digital merc video, wendell et al suggested that documented discussion and emails might be enough, so I thought this would split the difference, at least.

All I want it to do is technically protect me using any shared code, clarify the license terms in the case of any possible dispute, and protect myself, the client, and any future developer from any unnoticed malicious contribution (patent trolls, etc). My thinking is that what’s written so far will be comprehensive enough to cover the bases, but there’s certainly an ocean of licensing jargon I’m oblivious to.

As far as just using the actual Apache license… I would, but the project isn’t open source, and the Apache license has too many extra requirements that lean copyleft than fit this use case.

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I just want to point out, that you are going halfway of actually making the software open source. There are not quite all components there but you are giving at least your licensee the permission to make it opensource without requiring your consent. Carefully read the following section of your licence:

This is why I recommend using licenses that are already out there. I am sure there are people in this forum that can find something suitable.
Alternatively freestyle your license and pick the parts that you want but write in your own words so you understand what you are writing.

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I will drop a few links here and hope they are useful:

I think, what you are looking for as a template is something more similar to a simple EULA instead of FOSS licenses.

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thanks, I’ll look them over.

This is a good point. I had thought about making it FOSS anyway, but I don’t think the client would accept those terms, so I adapted from existing ones and removed things like “no charge,” and “non-exclusive.” Anyway, I appreciate the help.

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You’re welcome :slightly_smiling_face::grin:
I still hope someone with more experience comes along. Unfortunately I don’t know who to @.

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I would suggest either a) getting a complete license, already written and vetted, off the net and using it completely unchanged word-for-word or b) hiring an attorney to assist.

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