Using Open Source to Align Academic Client-Supplier Relationships

Open source is a boon for academic project collaboration. As long as the collaboration is not only voluntary, but also on equal footing, everyone can contribute and benefit under the guidance of an open source license and processes. However, as soon as money flows between the partners, the lawyers will want to have their say, and things get complicated. Fortunately, open source can fix this as well.

The setup: One of the two academic partner is sponsoring the other, for example, based on a larger grant. Economically, this creates a client supplier relationship between the partners, and the lawyers of the client university are likely to ask for a full rights transfer in return for the sponsorship. The lawyers of the supplier university in turn will often insist that anything but a gift cannot be accepted.

Between these two extremes, open source is the common ground. Specifically the strategies that can be learned from commercial open source vendors. Applying the model to university collaboration asks for two things:

1. The supplier university grants the client university a non-exclusive usage right to any intellectual property that the supplier is creating as part of the project.
2. The client university grants the supplier university the right to contribute their intellectual property under a strong copyleft license to a shared open source project.

The beauty of a strong copyleft license is that while it is not strictly anti-commercial, it does curtail certain business models. More specifically, no company will build a product based on a strong copyleft licensed open source project.

However, the two universities have extra rights beyond the open source license, and their world as well as the professors’ is in order:

1. The supplier university maintains the rights to the intellectual property they create sans the non-exclusive usage right they granted the client university. They can turn around and sell usage rights to their work to any other third party that comes asking,
2. The client university receives the usage rights to the supplier’s work; they don’t need more than that because they combine this intellectual property with their own, effectively creating intellectual property that only they can license out exclusively.
3. The professors get their open source project and are happily collaborating ever after.

A key assumption here is that the professors don’t care much about commercial exploitation. (The universities have to, at least in name, because that is indeed part of the job of a modern university). Should the professor of the client university care about commercial exploitation, they will usually take further steps, most notably use contributor agreements to acquire usage rights from other contributors than the supplier university. But that’s another story.