For Better Code, GitLab's Lawyers Try Ditching the Legalese
GitLab is abandoning the use of legal contract language that has become standard for the industry.
November 14, 2017 at 10:56 AM
4 minute read
SAN FRANCISCO—Hoping to make it more attractive for coders to tinker with and improve its software development tool, GitLab is abandoning the use of legal contract language that has become standard for the industry.
The San Francisco-based company occupies a significant part of a tech industry segment that markets “git” repository tools, competing with the likes of GitHub and Atlassian. Their tools make it easier for large teams of programmers to collaborate in making software.
GitLab's repository tool is also open-source, meaning coders from around the world can suggest improvements and bug fixes. Often, when coders contribute to these kinds of open-source projects, they agree to legal terms under a Contributor License Agreement (CLA).
But in an announcement earlier this month, GitLab said it was ditching the CLA in favor of what's known as a Developers's Certificate of Origin, or DCO. In doing so, it's taking the unusual step of stripping away some of the legal protections it gave itself under the prior contract language.
In an interview Monday, GitLab senior director of legal affairs Jamie Hurewitz reasoned the company stood more to gain from attracting legalese-averse programmers than it ever would if it had to enter into litigation with a contributor.
GitLab's original CLA “was never very restrictive” to start with, said Hurewitz, “but when nonlawyers look at legal terms, they're deterred.”
Compared with its prior license agreement—which gave GitLab a full copyright license and patent rights and required programmers to represent that they were entitled to do so—the DCO is a straightforward, standard document. In four paragraphs, it basically only requires the programmer to certify that he or she wrote the code being contributed.
The change may have more symbolic than practical weight for GitLab. In addition to the DCO, GitLab will newly require contributors to give their code under two permissive software licenses—called the the MIT and Apache licenses—that give GitLab many of the same rights as its prior CLA. The difference for programmers is those licenses are well-known and accepted in the open-source software community, whereas CLAs can vary by company.
“Under CLAs and DCOs, the rights granted to the community by the contributor are the same. But with a CLA, the rights granted to the stewards of the project can be more permissive,” said Heather Meeker, an attorney who focuses on open-source intellectual property issues at O'Melveny & Myers in Silicon Valley. For projects that use some other licensing structures like GPL, that would be a “big difference,” Meeker said, but “for projects under permissive licenses like Apache, not so much.”
The decision was actually driven by one major player in the open-source world, the maker of the operating system Debian. According to a blog post by GitLab, Debian developers expressed an interest in using GitLab's tool for its own software development but wanted to be able to more freely participate in contributing before signing on. Debian has yet to officially switch over to becoming a GitLab customer but welcomed the development in a statement.
In addition to ideally making GitLab's product better, the idea behind the move seems to be to spur others in the software industry to reconsider their legal relationships with programmers. Whether that will happen in the competitive tech industry—known for often jealously guarding its intellectual property—remains to be seen. But GitLab is certainly making the pitch to coders who are ardent about the open-source philosophy.
“With a DCO and license, developers no longer have to surrender their work and enter into legal terms,” GitLab CEO Sid Sijbrandij said in a statement announcing the change. “They will now have the freedom to contribute open-source code and the flexibility to leverage their contributions as they need.”
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