LGPL and “Trade Secrets”

Post Reply
CandL
Posts: 37
Joined: Mon Oct 14 2019 6:37 pm

LGPL and “Trade Secrets”

Post by CandL »

This is one of those questions everybody hates but here goes. Let’s assume I work for an employer that creates applications for use within their company. Access to the application is restricted to employees or people under a non-disclosure agreement, so to use a legal term … I believe it is considered a “Trade Secret”. You will notice I did not say we were selling the application.

Is this a fair use of you library? If we later decide to sell the application is that fair use.

I ask these questions because the “Qt Company” has introduced new constraints in their licensing

https://www.qt.io/terms-conditions/

I have been told by Qt or read their license …
- Qt has the right to audit my facility with 5 business days’ notice (section 11.2)
- Can’t mix Open Source Qt with Commercial Qt. (3.4 , viii)
- ALL developers on a project need a Commercial License if the project use ANY Qt
- Projects cannot be converted from Trade Secret to Commercial without retroactively paying license fees
- Once you stop paying the Annual License fee you must stop selling or using the application within (section 12.4)

I really want to be a “fair and honorable business person” I just want you opinions.

I also understand you are not lawyers, so I will not interpret your response as legal advice.

Regards
CandL

charley
Posts: 2
Joined: Tue Oct 15 2019 8:05 pm

Re: LGPL and “Trade Secrets”

Post by charley »

This is one of those questions everybody hates but here goes. Let’s assume I work for an employer that creates applications for use within their company. Access to the application is restricted to employees or people under a non-disclosure agreement, so to use a legal term … I believe it is considered a “Trade Secret”. You will notice I did not say we were selling the application.
Agree -- my understanding is that you are using the term, "Trade Secret" properly in this context.
Is this a fair use of you library?
My understanding is that, "Fair Use" is a legal term that protects you against a copyright infringement claim where:
(a) You are copying something that you would otherwise not be permitted to copy;
(b) But, you are not liable because your copying was "incidental" within a "fair use" context (e.g., for public commentary, academic research, etc.)

Regarding use of CopperSpice in this context: It is not fair use, because you would actually be (fully) compliant with the distribution license:
  • CopperSpice is distributed under LGPL 2.1
  • The several individual libraries are distributed under a BSD license
Your use is proper and compliant with the license, so you need not claim "fair use" as a protection against a copyright claim.
If we later decide to sell the application is that fair use.
Yes, you would be able to sell the application because that also is compliant with the distribution license.
I ask these questions because the “Qt Company” has introduced new constraints in their licensing <snip, license restrictions>
These are contract restrictions. You may be required to comply with these terms if you sign a contract that includes these terms. However, since you are compliant with the CopperSpice distribution license, similar terms do not apply to your use of CopperSpice.

I don't speak for the CopperSpice project and I'm not a lawyer, but IMHO you're pretty safe and unencumbered with using CopperSpice under its chosen distribution license. Specifically, you are not liable for those contract terms (because you need only comply with the chosen distribution license, which permits use exactly like you describe.)

EDIT: Correct distribution license used for CopperSpice

ansel
Posts: 71
Joined: Fri Apr 10 2015 8:23 am

Re: LGPL and “Trade Secrets”

Post by ansel »

CandL wrote:
Tue Oct 15 2019 7:00 pm
This is one of those questions everybody hates but here goes. Let’s assume I work for an employer that creates applications for use within their company. Access to the application is restricted to employees or people under a non-disclosure agreement, so to use a legal term … I believe it is considered a “Trade Secret”. You will notice I did not say we were selling the application.

Is this a fair use of you library? If we later decide to sell the application is that fair use.
Thank you for being willing to ask a touchy question. As you note, we are definitely not lawyers. However, many on our team have been using and contributing to open source software under various licenses for many years, so we can give a rough idea of the situation as it pertains to CopperSpice.

First of all, the term "fair use" has a very specific meaning under copyright law, mainly having to do with quoting a copyrighted work for things like research or parody. I suspect you really meant "allowed use" and the remainder of this post is based on that assumption.

Also, the terms of each open source license are very different. CopperSpice is licensed under the LGPL version 2.1, which is actually a fairly readable document. It is included in the CopperSpice source code, or you can view it online: https://opensource.org/licenses/LGPL-2.1

There are a number of clauses to the LGPL, but the basic principle is very simple. If you use an LGPL 2.1 library in developing an application, any recipient of that application is entitled to a copy of the source code of the LGPL 2.1 library. There is no requirement to distribute the source code of your application to anyone.

You do raise a question which would require a more nuanced legal answer. If you create a program for strictly internal use, does "distribution" occur? I think the answer is no, but that is just a guess. If no distribution occurs, then you have no obligations under the license.

In any case, if you dynamically link with an LGPL v2.1 library, and distribute or make the source code for that particular library available to your end users, you are operating within the rights granted by the LGPL v2.1, as well as respecting the "moral intent" of the license. You are free to distribute the application internally, to contractors, or to the general public as you see fit. You do not need any business relationship with CopperSpice to do this nor do you even need to tell us you have done so.
CandL wrote:
Tue Oct 15 2019 7:00 pm
I ask these questions because the “Qt Company” has introduced new constraints in their licensing

https://www.qt.io/terms-conditions/

I have been told by Qt or read their license …
- Qt has the right to audit my facility with 5 business days’ notice (section 11.2)
- Can’t mix Open Source Qt with Commercial Qt. (3.4 , viii)
- ALL developers on a project need a Commercial License if the project use ANY Qt
- Projects cannot be converted from Trade Secret to Commercial without retroactively paying license fees
- Once you stop paying the Annual License fee you must stop selling or using the application within (section 12.4)

I really want to be a “fair and honorable business person” I just want you opinions.

I also understand you are not lawyers, so I will not interpret your response as legal advice.
I certainly would not wish to sign an agreement that onerous. I also would check very carefully if you do want to investigate your options under their open source license. Since they have moved to a LGPL 3/GPL 3 model, my statements above about the LGPL 2.1 do not apply. The newer version of these licenses lead to more obligations on the part of the software developer.

One of the benefits of a true Open Source project like CopperSpice is that you do not need to sign any agreement with us to use CopperSpice, now or at any time in the future. If you choose to purchase priority support or contract with us for specific enhancements to the library, that is a completely seperate agreement which has no bearing whatsoever on your rights to use CopperSpice in your business. If, for whatever reason, you terminate a support contract it does not affect your continuing ability to develop, use, or distribute applications written using CopperSpice.

Ansel Sermersheim
CopperSpice Cofounder

CandL
Posts: 37
Joined: Mon Oct 14 2019 6:37 pm

Re: LGPL and “Trade Secrets”

Post by CandL »

Thanks for the very prompt replies.

For the most part you have reaffirmed my beliefs. I think more than the strict legal interpretation, I was also looking for belief system alignment. By that I mean what you do may be legal but is it “moral and ethical”. I cannot always speak for my employer’s behavior, but I can speak of mine.

Now prepare for a barrage of questions… I feel like I should be buying people adult beverages at this time.

barbara
Posts: 143
Joined: Sat Apr 04 2015 2:32 am

Re: LGPL and “Trade Secrets”

Post by barbara »

Now prepare for a barrage of questions… I feel like I should be buying people adult beverages at this time.
We are happy to answer all of your questions about CopperSpice. I am sure suggesting to your company that they transition over from Qt will be a process and many other items will come up. I would like to mention that we do have a utility to automate the process and convert your headers ( removing moc ) to CopperSpice syntax.

Thought I would mention we are speaking at MeetingC++ in Berlin, Germany in November 2019. We are also speaking at code::dive in Wroclaw, Poland a week later. If you happen to be in the area we would enjoy meeting you in person.

Enjoying the virtual beverages,

Barbara

CandL
Posts: 37
Joined: Mon Oct 14 2019 6:37 pm

Re: LGPL and “Trade Secrets”

Post by CandL »

Ok this has NOTHING to do with Copperspice .... rather Wroclaw.

My wife and I spent 3 weeks in Poland last year with 3-4 days in Wroclaw. Let me say we are not wealthy but the Dollar to Zloty was/is SO FAVORABLE

A few tips:
  • Uber works just fine never paid more than $15 (US) for a ride the entire trip
  • Take the trains .... but book your seats online, and first class is worth the $2 upgrade
  • Even with my best "dzień dobry", I was more likely met with "Good Afternoon, would you like the English menu?"
  • This is not your mothers Poland, think more European, only friendlier and less expensive
  • Hope you like garden gnomes.... but learn the story
  • Catch the lamp lighter if you can
  • Visa > MasterCard >>> American Express at least our experience

barbara
Posts: 143
Joined: Sat Apr 04 2015 2:32 am

Re: LGPL and “Trade Secrets”

Post by barbara »

Ok this has NOTHING to do with Copperspice .... rather Wroclaw.
Thank you, all of this sounds wonderful and we will have a few extra days to play tourist.

Barbara

Post Reply