RE: [wsbpel] Licensing Issues With BPEL

["Furniss, Peter" <Peter.Furniss@choreology.com>]

I don't know if I'm helping or not, but one could view it as there are
two votes:
	1. the TC vote to make the then-spec a Committee Draft -
franchise is the then membership of the committee
	2. the OASIS vote to make the Committee Draft an OASIS standard
- franchise is the member company's of the committee

The thing is that on the OASIS vote, it is the whole company voting,
including its legal department (or so I perceive it). But since it takes
some time for a re-vote if the OASIS vote is lost, it would be helpful
to get these things sorted out earlier - and TC members may wish to let
their vote at CD level be informed by the view of their company as a
whole, rather than purely technical issues.

Peter, speaking personally



> -----Original Message-----
> From: Danny van der Rijn [mailto:dannyv@tibco.com] 
> Sent: 22 March 2004 23:12
> To: wsbpel@lists.oasis-open.org
> Subject: [wsbpel] Licensing Issues With BPEL
> 
> 
> As has been pointed out many times to me, I am not a lawyer.  
> However, given that I see no lawyers discussing these issues, 
> that leaves it up to the technical committee to discuss these issues.
> 
> Note that one does not have to be a lawyer to discuss legal 
> issues.  One only needs to be affected by the issues.  The 
> job of a lawyer is to codify
> intentions in an unambiguous, if often unintelligible, 
> fashion.    Those
> intentions must come from somewhere.  And again, in the 
> absence of other discussions taking place elsewhere, it is 
> necessary to voice intentions in this committee that we wish 
> to influence.
> 
> At the end of the process of this technical committee, a vote 
> will be taken on the specification.  It will be the only 
> vote.  It is not possible, for instance to vote Yes on the 
> technical merits of the specification, and No on the legal 
> merits.  We're only given one shot.  If the goal of the 
> specification is to become widely adopted, the current legal 
> situation will prevent that, and therefore I believe that 
> many of us will be forced to vote No.
> 
> The following is a SHORT list that I came up with, in 
> consultation with our lawyers.  Note that any errors are 
> mine, and were not made by my lawyers. These issues all 
> assume that cross-licensing will take place.  It would be all 
> the better if the Author Companies put their IP in the public domain.
> 
> ) Each of the 5 licenses comes with different verbiage, 
> terms, and methods of executing them.  The 5 companies should 
> develop a standard agreement, with standard methods of 
> execution.  While there probably need to be 5 licenses, there 
> is little reason that they should be separate.  Our lawyer's 
> conservative estimate is that the current 5 licenses would 
> require about 8 hours of time from a lawyer at approximately 
> $350/hour.  That's $2800 for each licensee that's just sunk 
> into wasted time.  And that's if the company just wants to 
> accept the terms at face value.
> 
> ) How much will it cost for each anal legal department to ask 
> some subset of these questions to the licensors and get them 
> answered to their satisfaction?
> 
> ) Just as an example of the differences, SAP says that we may 
> refer to an executed agreement in press releases; IBM says we 
> may not.  A difference like this may seem trivial, but 
> tracking these kinds of issues is expensive enough for a 
> single agreement.
> 
> ) Any license that is granted to us, MUST be sublicensable.  
> The current license from SAP requires that if we OEM a 
> product which contains BPEL, our OEM is not covered under our license.
> 
> ) IBM prohibits a licensee from having products "being made 
> by a third party."  The prohibition is unclear as to whether 
> it relates to contract companies either for development, 
> testing, or manufacturing.
> 
> ) SAP's license requires licensed companies to get consent 
> from SAP in the event of a merger.  That hardly seems RAND.
> 
> If there is a desire to discuss a longer list, and I hope 
> there will be, I can bring my lawyers back into the discussion.
> 
> Danny van der Rijn
> TIBCO Software
> 
> 
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