copyright software licensing open-source-software
Selling License Exceptions using CLA
<p>I am working on an open-source software project in academia. It is currently licensed under a modified BSD-style license that allows only unmodified, non-commercial usage. We are currently considering asking all (past and present) contributors to sign a Contributor License Agreement (CLA) allowing us to re-license the software in the future. In particular, we would like to have the option to make it commerically available. </p>

<p>We have a draft CLA (generated with the help of Harmony Agreements <a href="http://harmonyagreements.org/" rel="nofollow noreferrer">1</a>) that states:</p>

<blockquote>
  <p>We agree to license the Contribution only under the terms of the license or
  licenses which We are using on the Submission Date for the Material or any
  licenses which are approved by the Open Source Initiative [...].</p>
</blockquote>

<p>We are unsure if this would allow us to do what we would like. In particular, we are wondering if this allows us to sell e.g. an MIT license for the software to external entities in exchange for monetary compensation and/or additional conditions? Is the act of "selling a license" via a contract considered licensing the contribution under the terms of said contract?</p>

<p>Any help would be gladly appreciated.</p>

<p>If you have the permission of all the people who contributed code, you can change the license.</p>

<p>However, you should probably do that now so you don't have to keep track of tons of people. </p>

<blockquote>
<p>Is the act of &quot;selling a license&quot; via a contract considered licensing the contribution under the terms of said contract?</p>
</blockquote>
<p>Yes, it is. Giving someone a license is called &quot;licensing&quot;. No matter if you do it for free or in exchange for something.</p>
<p>The section of the CLA template you quoted is meant to prevent exactly the thing you plan to do: Give away the software under a license the contributor does not agree with.</p>
<p>However, it says &quot;or any licenses which are approved by the Open Source Initiative&quot;. <a href="https://opensource.org/licenses" rel="nofollow noreferrer">The MIT license is approved by the OSI</a>. So licensing the software under MIT would actually be allowed, even when it was not MIT-licenses when the author made their submission.</p>
<p>But it is a bit questionable if taking money to provide the software under MIT is a viable business model. The MIT license allows people to sublicense the project under the same or any other license. That means your customers are allowed to give your software away to other potential customers for less than you ask or even for free. Adding a clause which prohibits that would mean you are no longer using MIT. Or any other OSI-approved license, because free distribution is part of the <a href="https://opensource.org/osd-annotated" rel="nofollow noreferrer">open source definition</a> of the OSI.</p>
