contract-law open-source-software
Open Source Contributor Agreements and Consideration
<p>Some Open Source projects require their contributors to execute so called Contributor Agreements. The content of these agreements vary, but many address contributors right to make the contribution and some assign copyright in the contribution to the project or some individual or organisation representing the project.</p>

<p>It appears to me that none of these agreements fulfill the requirement of consideration necessary for enforceability under UK/US law. I am aware that the bar for consideration is low, but to me it appears as if this category of agreements as general rule present no argument what so ever for passing it.</p>

<p>Am I missing any obvious counter arguments?</p>

<p>I have provided links to some example Contributor Agreements below. None appear to me to specify any consideration for the contributor that would qualify under US/UK law. The Qt agreement does mention consideration, but none is to be found in the substance of the agreement.</p>

<p><a href="https://d21tv0wm5mksdn.cloudfront.net/wp-content/uploads/2015/03/Qt-ContributionLicenseAgreement_v1_2_FINAL.pdf" rel="nofollow noreferrer">https://d21tv0wm5mksdn.cloudfront.net/wp-content/uploads/2015/03/Qt-ContributionLicenseAgreement_v1_2_FINAL.pdf</a></p>

<p><a href="https://www.oracle.com/technetwork/oca-405177.pdf" rel="nofollow noreferrer">https://www.oracle.com/technetwork/oca-405177.pdf</a></p>

<h2>There is consideration on both sides</h2>

<p>The contributor provides their contribution.</p>

<p>The provider provides the open source project to be contributed to.</p>

<h2>Achieving the goal that you want</h2>

<p>OS contributor agreements are generally signed by people who desire a particular piece of code to be integrated in that larger project. That's the meeting of minds (I want the code to be there, the maintainer wants a clear licensing structure) and the whole purpose of that contract. It can be reasonably argued that this is a nontrivial thing that the contributor wants to obtain (as illustrated by the fact that people bother to sign such agreements), and needs the cooperation of the maintainer for this, so it by itself can be treated as a valid consideration.</p>

<p>Compare to a contract of "I agree to pay $100 and you agree not to build a fence next to my garden" - achieving my desire (not having that fence) is a valid consideration even if it literally requires you to do nothing.</p>

<p>In the examples you link, e.g. "Licensor wishes to participate in the development of Qt Software." - this is a consideration that's conditional on this agreement.</p>

<p>Also, "The Licensor hereby authorizes [...] for The Qt Company to enforce the Licensor’s copyrights in and to a Licensor Contribution on the Licensor’s behalf against any third parties [..] at The Qt Company’s expense." is valid consideration, as it's a clause that has been used to achieve the contributor's (community) goals against open source licence violators; getting the maintainer to coordinate the enforcement is some benefit for the contributor.</p>
