Liberty-SourceThu, Sep 4, 2014
tldr: Use equity warrants for open source trademark licenses.
Apache Software License v2.0 allows the free and unrestricted use, modification, and what-have-you of the source code. However, it protects the use of the name and brand of an open source project.
In the OpenStack world, we license this brand to vendors who agree to follow a trademark license agreement that includes, among other things:
- Paying to be a corporate sponsor or member of the OpenStack Foundation.
- Using certain, unmodified sections of the open source code.
- Passing a compatibility test suite for functionality of all public APIs.
But we could have gone one step better.
Imagine a trademark license where, along with cash and compatibility, the open source entity also received a small amount of equity in the licensing firm.
This would make the owner of the trademark, rather than being a non-profit foundation, a Public Benefit Corporation.
The stated public benefit purpose could guarantee that the source code license and trademark policy would not be changed.
And the equity stake would guarantee that this company would have the motivation to improve and enhance the open source code to meet the needs of all the licensees.
Keeping the core development teams “in-house”, so to speak.
While also being able to motivate these “best-and-brightest” through stock-options, and a potentially lucrative future.
- Does this make the B-corp a “hedge fund” or some other entity?
- Would the trademark license need to be baked into the bylaws of the b-corp for reasonable protection?
- Could standard ISA stock options work for this?
- Yes, this means I’m not a fan of the “everyone-contributes-and-scratches-their-own-itch” model of open source development. While I think that’s helpful for modules, plugins, and niche features, I think open source projects are best served by dedicated, core development teams. See Mozilla, Wordpress, Android, and Drupal for examples of this.
- Yes, this means that there can be a large community of “vendors” that are attacking the many go-to-market models which might logically exist for a single open source project. It’s like genetic algorithms - but for business. And the core open source organization benefits, regardless of which ones are successful.