From 37eed252e0a3d68bf59a683803b30dd1d20358fa Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Tue, 5 Jul 2016 15:45:01 -0700 Subject: [PATCH] init - agreement, not made reusable yet - readme with verbose-sketch-of-a-faq - license - code of conduct --- Balanced_Employee_IP_Agreement.md | 32 +++++++++ CODE_OF_CONDUCT.md | 71 ++++++++++++++++++ CONTRIBUTING.md | 7 ++ LICENSE.md | 116 ++++++++++++++++++++++++++++++ README.md | 75 +++++++++++++++++++ 5 files changed, 301 insertions(+) create mode 100644 Balanced_Employee_IP_Agreement.md create mode 100644 CODE_OF_CONDUCT.md create mode 100644 CONTRIBUTING.md create mode 100644 LICENSE.md create mode 100644 README.md diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md new file mode 100644 index 0000000..05d2e84 --- /dev/null +++ b/Balanced_Employee_IP_Agreement.md @@ -0,0 +1,32 @@ +![GitHub Logo Banner](https://cloud.githubusercontent.com/assets/6133249/14651022/1a4c64b0-063c-11e6-8df1-5529233f72e0.png) +#### **GITHUB INTELLECTUAL PROPERTY AGREEMENT**

+ +(1.0) **What is this?** This is GitHub’s Intellectual Property Agreement (“Agreement”). If you’ve worked in the technology space before, there’s a good chance that you’ve run across one or more of these in the past. Depending on its contents, it may have been called an “IP Agreement,” “Invention Assignment Agreement,” “Creation Assignment Agreement,” or something else. This document is the official, entire and exclusive agreement on the divide between your intellectual property ("IP") and GitHub's. + +(1.1) **Why is this?** In order to operate and do business, GitHub needs to be clear on what IP it owns and has rights to. This is true both from an internal perspective (e.g., accounting issues, revenue recognition and the like) as well as an external one (e.g., customers want to know that GitHub has the legal rights to the products and services it's providing). + +GitHub also believes that it's important to be clear on what it doesn't own. We don't want you looking over your shoulder every time you work on a personal project or worrying that the company will someday seize your open-sourced World of Warcraft add-ons. GitHub isn't interested in misappropriating your personal work and doesn't believe that a project belongs to it simply because you happen to have used your GitHub laptop when developing it. + +(1.2) **Read this.** Please read this document before signing it. Due to legal risk and corporate obligations, GitHub cannot, by and large, negotiate the terms of this Agreement. If you feel you have a particular circumstance that keeps you from accepting these terms, please let GitHub Legal know. And of course, you’re always free and encouraged to get your own legal counsel to explain anything you’re not clear on. + +**As a condition of—and in exchange for—working for GitHub, you agree to the following:** + +(2.0) **What GitHub owns.** As between you and the company, GitHub owns any IP ("GitHub IP") that you are or have been involved with _as its employee_, but only under one of three conditions: The work (i) relates to an existing or future GitHub product or service at the time you developed. invented, or created the work, (ii) was developed for use by GitHub (effectively anything that lives or should live in the GitHub organization), or (iii) was developed or promoted with GitHub branding or resources. "GitHub IP" includes concepts, designs, developments, discoveries, ideas, improvements, trade secrets, and any other original works of authorship. By signing this agreement, You grant or assign to GitHub all rights and interests in all GitHub IP, including any IP that you have developed or are developing before, through and beyond the date you sign this document. + +(3.0) **What GitHub doesn't own.** If you work on or create IP that doesn't fit into one of the conditions listed above, GitHub doesn't own it. In other words, and regardless of the computer you use, GitHub doesn’t own any discoveries, developments, concepts, designs, ideas, improvements, trade secrets, or any other original works of authorship that you develop, invent or create that do not meet any of the three enumerated conditions above in Section 2.0. + + +(4.0) **Works for hire.** All GitHub IP that you are involved with as part of your work for GitHub are [“works made for hire”](http://www.copyright.gov/circs/circ09.pdf) and are compensated by your regular salary or pay. + +(5.0) **No conflicts.** You don’t have any outstanding agreements that would conflict with this one. + +(6.0) **Your IP.** If you incorporate your own IP into a GitHub product or service, it's still yours, of course, but you grant GitHub a nonexclusive, fully paid-up, royalty-free, perpetual, worldwide license to use it without restriction. + +(7.0) **IP Protection.** GitHub might someday need to show the work that went into the development of a project. To help in those situations, you agree not to destroy any records you maintain relating to the development of any GitHub IP (e.g., email, repo, or chat threads) and, if GitHub asks, to provide them. You agree to help GitHub secure and defend its rights in GitHub IP, including after you leave the company, and you authorize GitHub to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to GitHub IP. + + +Print Name: ＿＿＿＿＿＿＿＿＿＿＿＿＿ + +Sign: ＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿ + +Date: ＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿ diff --git a/CODE_OF_CONDUCT.md b/CODE_OF_CONDUCT.md new file mode 100644 index 0000000..1a929ea --- /dev/null +++ b/CODE_OF_CONDUCT.md @@ -0,0 +1,71 @@ +Contributor Covenant Code of Conduct + +Our Pledge + +In the interest of fostering an open and welcoming environment, we as +contributors and maintainers pledge to making participation in our project and +our community a harassment-free experience for everyone, regardless of age, body +size, disability, ethnicity, gender identity and expression, level of experience, +nationality, personal appearance, race, religion, or sexual identity and +orientation. + +Our Standards + +Examples of behavior that contributes to creating a positive environment +include: + +* Using welcoming and inclusive language +* Being respectful of differing viewpoints and experiences +* Gracefully accepting constructive criticism +* Focusing on what is best for the community +* Showing empathy towards other community members + +Examples of unacceptable behavior by participants include: + +* The use of sexualized language or imagery and unwelcome sexual attention or +advances +* Trolling, insulting/derogatory comments, and personal or political attacks +* Public or private harassment +* Publishing others' private information, such as a physical or electronic + address, without explicit permission +* Other conduct which could reasonably be considered inappropriate in a + professional setting + +Our Responsibilities + +Project maintainers are responsible for clarifying the standards of acceptable +behavior and are expected to take appropriate and fair corrective action in +response to any instances of unacceptable behavior. + +Project maintainers have the right and responsibility to remove, edit, or +reject comments, commits, code, wiki edits, issues, and other contributions +that are not aligned to this Code of Conduct, or to ban temporarily or +permanently any contributor for other behaviors that they deem inappropriate, +threatening, offensive, or harmful. + +Scope + +This Code of Conduct applies both within project spaces and in public spaces +when an individual is representing the project or its community. Examples of +representing a project or community include using an official project e-mail +address, posting via an official social media account, or acting as an appointed +representative at an online or offline event. Representation of a project may be +further defined and clarified by project maintainers. + +Enforcement + +Instances of abusive, harassing, or otherwise unacceptable behavior may be +reported by contacting the project team at opensource@github.com. All +complaints will be reviewed and investigated and will result in a response that +is deemed necessary and appropriate to the circumstances. The project team is +obligated to maintain confidentiality with regard to the reporter of an incident. +Further details of specific enforcement policies may be posted separately. + +Project maintainers who do not follow or enforce the Code of Conduct in good +faith may face temporary or permanent repercussions as determined by other +members of the project's leadership. + +Attribution + +This Code of Conduct is adapted from the Contributor Covenant, version 1.4, +available at http://contributor-covenant.org/version/1/4/ diff --git a/CONTRIBUTING.md b/CONTRIBUTING.md new file mode 100644 index 0000000..2d50009 --- /dev/null +++ b/CONTRIBUTING.md @@ -0,0 +1,7 @@ +Contributions to this project are released to the public domain under [CC0-1.0](LICENSE.md). + +Contributors to this project must abide by our [Code of Conduct](CODE_OF_CONDUCT.md). + +Our [README](README.md) describes the project, its purpose, and caveats. + +Your contributions are most welcome! diff --git a/LICENSE.md b/LICENSE.md new file mode 100644 index 0000000..670154e --- /dev/null +++ b/LICENSE.md @@ -0,0 +1,116 @@ +CC0 1.0 Universal + +Statement of Purpose + +The laws of most jurisdictions throughout the world automatically confer +exclusive Copyright and Related Rights (defined below) upon the creator and +subsequent owner(s) (each and all, an "owner") of an original work of +authorship and/or a database (each, a "Work"). + +Certain owners wish to permanently relinquish those rights to a Work for the +purpose of contributing to a commons of creative, cultural and scientific +works ("Commons") that the public can reliably and without fear of later +claims of infringement build upon, modify, incorporate in other works, reuse +and redistribute as freely as possible in any form whatsoever and for any +purposes, including without limitation commercial purposes. These owners may +contribute to the Commons to promote the ideal of a free culture and the +further production of creative, cultural and scientific works, or to gain +reputation or greater distribution for their Work in part through the use and +efforts of others. + +For these and/or other purposes and motivations, and without any expectation +of additional consideration or compensation, the person associating CC0 with a +Work (the "Affirmer"), to the extent that he or she is an owner of Copyright +and Related Rights in the Work, voluntarily elects to apply CC0 to the Work +and publicly distribute the Work under its terms, with knowledge of his or her +Copyright and Related Rights in the Work and the meaning and intended legal +effect of CC0 on those rights. + +1. Copyright and Related Rights. A Work made available under CC0 may be +protected by copyright and related or neighboring rights ("Copyright and +Related Rights"). Copyright and Related Rights include, but are not limited +to, the following: + + i. the right to reproduce, adapt, distribute, perform, display, communicate, + and translate a Work; + + ii. moral rights retained by the original author(s) and/or performer(s); + + iii. publicity and privacy rights pertaining to a person's image or likeness + depicted in a Work; + + iv. rights protecting against unfair competition in regards to a Work, + subject to the limitations in paragraph 4(a), below; + + v. rights protecting the extraction, dissemination, use and reuse of data in + a Work; + + vi. database rights (such as those arising under Directive 96/9/EC of the + European Parliament and of the Council of 11 March 1996 on the legal + protection of databases, and under any national implementation thereof, + including any amended or successor version of such directive); and + + vii. other similar, equivalent or corresponding rights throughout the world + based on applicable law or treaty, and any national implementations thereof. + +2. Waiver. To the greatest extent permitted by, but not in contravention of, +applicable law, Affirmer hereby overtly, fully, permanently, irrevocably and +unconditionally waives, abandons, and surrenders all of Affirmer's Copyright +and Related Rights and associated claims and causes of action, whether now +known or unknown (including existing as well as future claims and causes of +action), in the Work (i) in all territories worldwide, (ii) for the maximum +duration provided by applicable law or treaty (including future time +extensions), (iii) in any current or future medium and for any number of +copies, and (iv) for any purpose whatsoever, including without limitation +commercial, advertising or promotional purposes (the "Waiver"). 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In addition, to the extent the Waiver +is so judged Affirmer hereby grants to each affected person a royalty-free, +non transferable, non sublicensable, non exclusive, irrevocable and +unconditional license to exercise Affirmer's Copyright and Related Rights in +the Work (i) in all territories worldwide, (ii) for the maximum duration +provided by applicable law or treaty (including future time extensions), (iii) +in any current or future medium and for any number of copies, and (iv) for any +purpose whatsoever, including without limitation commercial, advertising or +promotional purposes (the "License"). The License shall be deemed effective as +of the date CC0 was applied by Affirmer to the Work. Should any part of the +License for any reason be judged legally invalid or ineffective under +applicable law, such partial invalidity or ineffectiveness shall not +invalidate the remainder of the License, and in such case Affirmer hereby +affirms that he or she will not (i) exercise any of his or her remaining +Copyright and Related Rights in the Work or (ii) assert any associated claims +and causes of action with respect to the Work, in either case contrary to +Affirmer's express Statement of Purpose. + +4. Limitations and Disclaimers. + + a. No trademark or patent rights held by Affirmer are waived, abandoned, + surrendered, licensed or otherwise affected by this document. + + b. Affirmer offers the Work as-is and makes no representations or warranties + of any kind concerning the Work, express, implied, statutory or otherwise, + including without limitation warranties of title, merchantability, fitness + for a particular purpose, non infringement, or the absence of latent or + other defects, accuracy, or the present or absence of errors, whether or not + discoverable, all to the greatest extent permissible under applicable law. + + c. Affirmer disclaims responsibility for clearing rights of other persons + that may apply to the Work or any use thereof, including without limitation + any person's Copyright and Related Rights in the Work. Further, Affirmer + disclaims responsibility for obtaining any necessary consents, permissions + or other rights required for any use of the Work. + + d. Affirmer understands and acknowledges that Creative Commons is not a + party to this document and has no duty or obligation with respect to this + CC0 or use of the Work. + +For more information, please see + diff --git a/README.md b/README.md new file mode 100644 index 0000000..1b73357 --- /dev/null +++ b/README.md @@ -0,0 +1,75 @@ +# Balanced Employee IP Agreement (BEIPA) + +BEIPA takes a balanced approach to assigning control of intellectual property (IP) created by an employee: To the company if the IP was created by the employee in their employee capacity and relates to a company product or service, was developed for use by the company, or was developed or promoted with company branding or resources. To the employee under any other circumstances. A company using BEIPA doesn't try to claim control of an employee's free time knowledge production, nor does it try to extend company control past the period of employment. Think of BEIPA as a commitment to employee autonomy and "work/life balance" – for the mind. + +BEIPA has started as a re-usable version of GitHub's employee IP agreement. Your company can use BEIPA too, and modify it as needed. If you'd like to help improve BEIPA for everyone, file an issue or make a pull request. While aiming to maintain the same "balanced" policy, we're keen to see feedback and suggestions for improving BEIPA. Tell us about: + +* Legal issues with the agreement (e.g., how it works in different jurisdictions) +* Typo corrections +* Clearer wording +* Companies using the agreement +* Translations +* Other employee IP agreements that have been open sourced + +Contributors to this project must abide by our [Code of Conduct](CODE_OF_CONDUCT.md). + +Contributors to this project are not your lawyers and nothing in this repository is legal advice. See extended [disclaimer](#disclaimer) below. + + +## FAQ + +### How does BEIPA differ from other employee IP agreements? + +Many employee IP agreements are very generous – to the employer. The employer gets control of everything the employee creates during the period of employee, 24/7, and sometimes anything created before the period of employment, and sometimes control over what a former employee can create (through "non-compete" terms). BEIPA only claims control of what the employee creates during the period of employment, and only creations made for or relating to the company's business. There surely are other "balanced" employee IP agreements in use. We hope so, and encourage progressive companies to share their agreements and lessons. + +### Why would a an employer want to use BEIPA? + +BEIPA is good for employee recruitment, retention, and motivation – just like other practices and policies that authentically promote work/life balance and autonomy – at no cost: + +* Your employees who feel they need to look over their shoulder at or hide from employer when working on personal projects unrelated to the business are demotivated and set up for conflict. +* You don't want to push out employees who feel they need to leave in order to work on a personal project unrelated to the business. +* You don't want to keep employees who are staying only because they're uncertain whether they have the rights to leave and work on a project unrelated to the business full time. +* You want to encourage employee learning through creation and contributions to their communities (e.g., through open source), unhindered by need for employer permission. +* Controlling employee side projects unrelated to the business does not contribute to revenue or profit. + +### Why would an employee want to use BEIPA? + +You don't want to have to look over your shoulder or hide, feel forced into staying or leaving, or discouraged from learning and contributing with free time projects, because the employer may be claiming to own your creations unrelated to your employer's business. You can feel that your employer has made an authentic commitment to (at least) one aspect of work-life balance. + +### Why is BEIPA good for innovation? For society? + +We know that societies and industries prosper when there is clear and fair (thus efficient and legitimate) property ownership and high labor autonomy and mobility. Employers control all IP created by employees, even created during free time and not related to the business, sets up conflict, is perceived as unfair, and has employees and their ideas trapped. The effects of such control projected into the future (or not) has been well studied: the non-enforceability of non-compete agreements in California is one of the key advantages Silicon Valley has had over other locales – where employees have to wait years to strike out on their own. + +Broad adoption of BEIPA should have similar beneficial effects for the people, companies, communities, and industries in which BEIPA is adopted. + +### What does BEIPA mean for open source? + +BEIPA makes it clear that an employee can contribute to open source projects in their free time, without needing employer permission. But BEIPA is not specific to open source: an employee could also work on a closed source project in their spare time, and own it. BEIPA controls when an employer owns IP created during a period of employment, and when an employee does. Open source adds another dimension, permission to *anyone* to use a knowledge product (e.g., software), subject to at most very limited conditions concerning provenance and sharing alike. + +The IP owner of a knowledge product can decide to release the product as open source, whether the owner is an employer or employee, but doesn't have to. So BEIPA is mostly orthogonal to open source, but it will probably result in somewhat more open source developed by employees in their free time, simply because it removes a barrier or uncertainty around doing so. + +A different employee IP agreement *could* stipulate that all IP created by the employee will be released as open source. That's not what BEIPA does, but if you know of such an agreement used in the wild, we'd love to hear about it (or other more esoteric employer/employee balanced or generous to the public employee IP agreements, perhaps involving joint ownership). + +### What does BEIPA mean for patents? + +BEIPA doesn't specifically mention patent, nor copyright, trademark, or more obscure forms of IP – it covers them all. A BEIPA covered employee could file a patent on a free-time project unrelated to the employer's business, and the employee would own it. + +Similar to open source, if employer and employee have particular objectives, they could be spelled out in a different or complementary IP agreement or other policy. One example of such a policy is the [Innovator's Patent Agreement](https://github.com/twitter/innovators-patent-agreement) from Twitter, a commitment from a company to its employees that the company will not use patents in offensive litigation without the permission of the inventors. + +### In what jurisdictions is BEIPA applicable? + +BEIPA was written for the United States. Feedback on making it more useful in any jurisdiction is most welcome. + +### Can I use BEIPA? + +From an IP (copyright) perspective, the agreement is dedicated to the public domain (see [license](#license) below). But it is offered without warranty (see [disclaimer](#disclaimer) below). + +## Disclaimer + +GitHub, Inc. is not a law firm and does not offer legal advice. GitHub, Inc. and contributors to BEIPA offer no warranty of any kind and disclaim all forms of liability for BEIPA. Consult with your own attorney before using BEIPA. + +## License + +Dedicated to the public domain under [CC0-1.0](LICENSE.md) by GitHub, Inc. and contributors. + +Note that CC0-1.0 does not grant any trademark permissions.