Throughout software development, you will often find that you use Open Source projects licensed under terms/obligations that you cannot satisfy or are incompatible with your use case. Therefore, you must either cease using the project or attempt to get new terms.
Most of these cases can be resolved by contacting the authors of the project to grant a separate, private license. For this purpose, the FOSSA Private License (FPL) is available below, but you can use any license that satisfies the following qualities:
Private Between two Parties
Typical Open Source licenses are fantastic for grants to the general audience, but don't make sense when it's in the context of two parties (i.e. you and the author). The type of license to look for should specify two parties specifically.
Broad, Retroactive and Perpetual
Make sure you choose a license that boardly applies across all versions of a peice of software. That way, you don't have to update to newly licensed versions, but instead can directly gain rights to use all versions including future releases.
Retains traditional Open Source license features
Many developers will be resistent to licenses they are unfamiliar with. Make sure you choose a license which preserves the goals and interests of the Open Source developer. The FPL includes disclaimers and attribution features for the authors that make it functionally similar to popular permissive licenses like the MIT License.
The FOSSA Private license is a short-form document crafted by our Open Source lawyers specifically for private license requests to Open Source authors.
This form of agreement is provided as a courtesy by FOSSA. This is provided without warranty; consult your attorney on what license the best fit is for you.
FOSSA Private License 1. Defined Terms. This license agreement (“License”) is a legal agreement Author and Licensee. The following material terms may be further clarified or amended in the written communications between Author and Licensee referencing this License and, prior to agreement to enter into this License, expressing their intent with respect to such terms. 1.1. The “Attribution” is, unless otherwise agreed as described above, a notice of copyright specifying the following, in substance: “Copyright [year of first publication of the Software], [name of Author]. 1.1. The “Author” is the party that agrees to grant the rights under this License. 1.2 The “Licensee” is the party receiving rights under this Agreement and all affiliates of Licensee, which means all entities controlled by, controlling, or under common control with Licensee. 1.3 A “Licensee Product” means a product or service marketed under the brands of Licensee or substantially developed by Licensee, which product that adds substantial value to the Software. 1.4 The “Software” is the software being licensed under this License, including any technical or user documentation, build and installation instructions provided by Author along with such software. 2. License Grant. Subject to the conditions in the paragraph below entitled “Conditions,” Author hereby grants Licensee a worldwide, royalty-free, non-sublicensable, non-exclusive, license to, during the term of this License: (a) reproduce the Software, in whole or in part; (b) modify and prepare derivative works of the Software; (c) distribute copies of the Software, in whole or in part, as part of a Licensee Product, and (d) authorize others to reproduce and distribute the Software as part of such Licensee Products, under the same terms as other software, data or materials of Licensee included in the Licensee Products. Author hereby reserves all intellectual property rights not expressly granted in this license. 3. Condition. Licensee’s exercise of this License is subject to the following conditions. If Licensee distributes the Software, Licensee must include the Attribution in the Licensee Product, in a reasonable and customary manner. 4. Disclaimer. AUTHOR PROVIDES THE SOFTWARE AS-IS, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND CONCERNING THE SOFTWARE, EXPRESS, IMPLIED, STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ABSENCE OF LATENT OR OTHER DEFECTS, ACCURACY, OR THE PRESENCE OR ABSENCE OF ERRORS, WHETHER OR NOT KNOWN OR DISCOVERABLE. LICENSEE ACKNOWLEDGES THAT AUTHOR WILL NOT BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING WITHOUT LIMITATION NEGLIGENCE) FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF OR RELATED TO THE SOFTWARE. 5. Term and Cure. The term of this License will continue unless and until terminated as follows. Licensee may terminate this License at any time upon written notice to Author. Author may terminate this License upon written notice to Licensee, if Licensee materially defaults in the performance of any of its obligations under this License and any such default is not corrected within 30 days after notice in writing. 6. General. This Agreement is the entire agreement between the parties on the subject matter hereof. No amendment or modification hereof will be valid or binding upon the parties unless made in writing and signed by the duly authorized representatives of both parties. Agreement to the terms of this license may be indicated in any reasonable means, including via electronic communications.
You may change this form of license and use it as you like, but if you do change it, (1) you must remove the title “FOSSA Private License” and (2) you may at your option say it is “based on the FOSSA Private License.”
Contact the author and explain why you need a separate license.
Obtain a license grant from the author over email. Example for the FPL:
We agree that Joe Jones (Author) will grant to ABC, Inc. (Licensee) rights to use the FOOBAR software (Software) under the FOSSA Private License in ABC’s WingDing line of products (Licensee Product). The Attribution will be “Powered by FOOBAR. Copyright 2015 Joe Jones.”
Archive the email and return to FOSSA to record the license grant (coming soon)
The FOSSA Private License was written by Heather Meeker of O'Melveny & Myers LLP. Heather was also responsible for drafting the Mozilla Public License and has experience litigating Open Source licenses like the GPL & LGPL.
Any questions regarding this license can be directed to firstname.lastname@example.org