Woodcock Washburn

Intellectual Property Law Isn’t Just Something We Do… It’s All We Do ®

Playing Your Cards Wisely: Managing Risks Associated With Open Source Software

A CLE Seminar presented by Woodcock Washburn LLP

Program Details

When: April 23, 2009; 8:30 AM - 4:30 PM
Location: Columbia Tower, Seattle WA
  • Approval is pending for 5.5 hours of WA State CLE credit. Assistance will be provided, upon request, for credit in other states.
  • Continental breakfast and catered lunch will be available for all registrants.
  • Cost is $175 per person; Payment must be by check and received by April 20th.

Introduction

The headlines today are rampant with news of the deepest recession since the Great Depression. While many lessons can be learned from the 1930s and 1940s, the world is quite different due in large part to the information and technology revolution that has globalized the market, shortened product life cycles, and resulted in the convergence of industries. The result is that virtually every business relies on software, whether it is used in products, to design and develop products, to run critical operations, or to communicate with suppliers, partners and/or customers. With job losses escalating, lack of credit, and increasing administrative costs, most companies are being forced to improve efficiency and productivity while reducing spending.

The use of Open Source Software (OSS) is one option that companies have increasingly begun to employ to help achieve these goals. While OSS may yield important benefits, its use must be carefully managed when used for commercial purposes. Unwitting corporate developers or purchasers may find that the use of OSS will result in the company losing valuable trade secrets, facing intellectual property infringement accusations, needing to pull products from the market, and/or facing retribution from the community. In order to avoid such risks, companies often implement corporate OSS policies. However, with little precedent or agreed upon guidelines, counsel must often gamble when advising clients as to the best steps to take when the client is using open source software in connection with commercial endeavors.

This full-day program will bring together a highly experienced group of participants from across various industries to share their knowledge in an interactive setting regarding practical risk management strategies for using OSS in commercial settings. An overview of OSS issues and key licenses will be presented, including a detailed discussion of linking issues that arise from the use of the GPL and LGPL. A multi-industry panel will explore how differences in business focus, culture, organization, and industry may affect corporate OSS policies, and offer practical tips to make such policies effective in different corporate environments. Another panel will review the Free Software Foundation's GPL Compliance Guidelines, as well as recent cases involving OSS licenses, including Jacobsen v. Katzer and the several suits filed by the developers of the BusyBox open source toolkit. A third panel will discuss practical tips for drafting and negotiating contracts for commercial transactions involving OSS such as provisions for indemnification, representations and warranties, and limitations on liability. This panel will also address OSS issues that may arise in the context of other commercial agreements, for example, mergers and acquisitions, patent cross-licenses, and co-development and marketing deals.

Distinguished Speakers Include

Jeanne C. Suchodolski, Boeing Commercial Airplane
Victor Pascucci III, USAA
Mike Pierovich, Cisco Systems, Inc.
Kent Baker, Qualcomm, Inc.
Mario Madden, Microsoft Corporation
R. Scott Jerger, Field Jerger LLP, Attorney for Matthew Katzer
Elaine Lee, Altera Corporation
McCoy Smith, Intel Corporation
Matt Penarczyk, Microsoft Corporation
Jill Robinson, Oracle
Krish Gupta, EMC Corporation

Areas of Focus

The Basics

  1. How OSS licensing relates to copyright law, and how to apply what you already know to better understand OSS licensing.
  2. The difference between "permissive" and "copyleft" OSS licenses, and how those differences will impact the software your company develops.
  3. When does combining code licensed under copyleft licenses like the GPL and LGPL with your proprietary code result in the terms of the GPL or LGPL attaching to your proprietary code?
  4. What are the specific differences between versions 2 and 3 of the GPL and LGPL, and the differences between the GPL and the Affero GPL
  5. What your developers may be thinking when they consider using OSS with the software they are writing for your company.
  6. Common principles and practices of OSS development communities, including the philosophical views behind the GPL. How these principles, practices, and philosophies can impact your business.

Corporate OSS Policies

  1. What activities should an OSS policy cover? Are there rules that should be avoided?
  2. How are policy priorities determined? When do they need to be re-evaluated?
  3. How is adoption of a policy best implemented? Who within an organization drives implementation of an OSS policy?
  4. How is compliance with the policy enforced? Who is responsible for compliance with the policy?
  5. Are there metrics for measuring or gauging the effectiveness of a policy and its implementation? What can be done if the policy is not effective?

OSS License Enforcement

  1. How can companies avoid becoming defendants in OSS lawsuits?
  2. What should your company do if you are accused of violating an OSS license?
  3. How can you evaluate the merits of such an accusation?
  4. What should you do if you believe you are not violating the OSS license?
  5. What lessons can you learn from recent lawsuits?

Commercial Transactions Involving OSS

  1. When should you seek indemnification or representation and warranties related to OSS?
  2. When should you provide indemnification, or representations or warranties for OSS? Are there reasonable compromises?
  3. Should all OSS components be identified in a commercial transaction?
  4. How can you ensure that your distributors and resellers comply with all OSS obligations?
  5. Are there other contractual terms that require special attention when OSS is involved in the transaction?
  6. When do you do due diligence?
  7. How can you structure a patent license for products that include OSS?

RSVP to Attend

Please respond to mritter@woodcock.com to RSVP. Checks should be made payable to Woodcock Washburn LLP at the address listed below. We look forward to seeing you in Seattle.

Woodcock Washburn
999 Third Avenue
Suite 3600
Seattle, WA 98104-4023