Open Source Handbook "A manager's guide to the business and organisational applications of open source technologies"

Contributor License Agreements (CLA)

For organisations managing an open source project, it is important that they have all of the legal rights to issue releases of the software. If the software has contributions from a number of individuals - as is the case with most projects - all of those individuals have to give their assent to the release of the software. Without the copyright holders' agreement, legal problems and disputes may arise in future.

The easiest and most generally accepted way for contributors to grant the intellectual property rights over the software that they have written is the CLA (Contributor License Agreement). This is a simple legal document which assigns the intellectual property rights and the right to distribute the software to the organisation which controls the project. Another name for a CLA is an Inbound License.

Some important points:

  • The CLA should define exactly what rights are being transferred
  • It is a good idea to make the CLA sufficiently general in order to minimize or eliminate the need to return to the contributors to extend their grant of rights in future
  • A CLA does not necessarily grant copyright: it may merely grant the right to distribute the software.
  • The CLA should be signed and contain personal information to identify the contributor such as full name and mail address.
  • The signed CLAs should be safely and securely stored by the project owners
  • The national legal requirements for storing personal information must be followed

Examples of organisations that make use of CLAs are the Apache Software Foundation and the Linux kernel project. Both of these organisations require a signed CLA for software patches before they can be committed into the software project. Versions of the CLA that cover an entire organisation are called Corporate Contributor Licence Agreements.