A reader brought to my attention a recent post on the blog of Mike Dillon, general counsel of Sun Microsystems. It describes how Mike had Sun’s form of contributor agreement revised after someone complained that it was too wordy and complicated. As Mike explains, contributor agreements are used by most open-source companies and communities to specify the terms for contributions to an open-source project.
Mike’s post contains a link to the revised contributor agreement. For the moment I’ve had my fill, thank you, of volunteer redrafting, but I couldn’t resist casting my eye over it. It’s doubtless much better than the previous version, but I concur with the Slaw blogger who suggested that the new version could itself be improved upon. Here are some suggestions:
- I’d eliminate the redundancy in “invalid, ineffective or unenforceable” and in “right, title, and interest.”
- I’d eliminate some buried verbs (see MSCD 13.7). For example, instead of saying “provide your signature” I’d use the verb to sign.
- I’d eliminate the one instance of such used instead of the pointing word that (see MSCD 9.49).
- I’d delete the word same in “these same rights.”
- I’d eliminate several instances of “you agree that”—they’re redundant, in that the agreement states that by signing the agreement the contributor agrees to its terms.
- I’d say “this agreement” instead of “these terms.”
- I’d eliminate all instances of “(s)” (see MSCD 13.36).
- The prose could otherwise be made more concise, for example by saying “if” instead of “to the extent that” and “agree to these terms” instead of “agree to be bound by these terms.”
- The bullet points are treated like tabulated enumerated clauses—in other words, they begin with a lowercase letter and end with a semicolon (except for the last in any series, obviously). It would be inconsistent with this regime to have one sentence end and another begin within any given bullet point, but that arrangement is on display in the first bullet point.
- When you enumerate paragraphs, you have a choice between handing-indent and first-line-indent (see MSCD chapter 4). The enumeration scheme used in the contributor agreement is neither one nor the other—it’s first-line-indent but with the enumeration flush right.
- The margins are narrow and the point size small, presumably so as to limit the agreement to one page. Making the agreement more concise would allow one to increase the point size, but here’s a more general suggestion: Sun devotes a page of its website to contributor agreement FAQs. Couldn’t the bulk of the contributor agreement be placed on the website as a virtual attachment? If that were done, the contributor agreement would simply serve as the place where a contributor notes the one or more projects for which materials are to be contributed, places the contributor’s contact information, and indicates by signing that the contributor agrees to the terms stated on the website. I’d vote for that arrangement.
- I’m uncertain about gearing the agreement to individual signatories and saying that if the contribution is on behalf of a company, “you” also means the company. With that arrangement, the tail might be wagging the dog.
What about use of the first and second person in the contributor agreement? That seems fine: given that according to Mike most contributors don’t have any legal training, I can understand treating the contributor agreement as analogous to a consumer contract.