Updated November 27, 2020:

A contributor license agreement, or CLA, is legal documentation that serves to protect any contributors to a project in regard to copyright issues and distribution. Essentially the CLA states that the contributor writer/computer programmer/etc. has agreed to allow their input to be used in the ongoing development of the project, while protecting them against future copyright infringement, and permitting them to take legal action should there be a case of infringement or should they not be receiving credit for their contributions. Additionally, it protects the other parties, as well, as the CLA does not allow for the contributor to later refuse use of their material.

An example of this is in the case of the late Carrie Fisher. While often considered an actress, she was also a prolific writer known as one of the best script doctors in Hollywood. When she would make changes to a script written by someone else, she would have a contributor license agreement or CLA, thus allowing her contributions to be used in the final, distributed film, while also receiving agreed-upon credit; that credit could be in the form of payment and/or screenwriters credit.

Why Contributor License Agreements are a Good Idea

If your project is one that intends on being long-term, you will want to ensure that all parties involved are protected regarding copyright and intellectual property laws. The CLA ensures that regulations and best practices will be followed, on an ongoing basis.

So, what could happen if you do not have a contributor license agreement? Well, people always want to be a part of cool projects, right? Look at the number of people who sued Mark Zuckerberg, claiming involvement over the creation of FaceBook. While it is largely understood, as a professional courtesy, that a contributor owns the copyright of their contributions, by not having a contributor license agreement in place, it can raise questions, should there be an issue down the road. Some of the questions that may arise include:

  • Who actually owns the copyright? Employers may claim that they have rights to the intellectual property of their employees, depending upon what kinds of human resources documentation was signed and filed upon hiring.
  • Did the contributor engage in copyright infringement upon submitting their material?
  • Is the contributor permitted to be making such contributions?

Having a contributor license agreement in place, that is clear and concise, protects both the employer and employee from future issues regarding intellectual property or attempts to deny the use of the contributed material.

What Should a Contributor License Agreement Include

So, you have decided that utilizing a contributor license agreement is the way to go for your company or project. You probably have questions as to what it should include. First and foremost, it should include a clear cut definition of the contribution. Again, using the previous Carrie Fisher reference, making rewrites to a script, to inject more humor or flesh out a particular character, is a far cry from writing a script from scratch or even performing a massive overhaul of the original material. Additionally, clarity over who owns any pertinent patents (both current and future) and copyrights will be necessary. Fortunately, if you are concerned that you will miss key points, you can find a template of a thorough contributor license agreement here.

You May Not Always Need a Contributor License Agreement

While it can never hurt to have a solid contributor license agreement in place, it is not always necessary. So, how do you know if it is really necessary for your particular needs?

Well, first there is the obvious: you are an individual working without the constraints of an employer or other partners. If you are the only contributor, your primary concern will be ensuring that your ideas are patented and that you own the copyright to your materials.

Additionally, if you are an employer who owns the rights to the intellectual property created by your employees that was created within the scope of their job, using company resources, then you may be covered. It is probably still a good idea, in this scenario, however, to have the contributor license agreement in place, as issues of intellectual property can vary from state to state, and oftentimes, judges side with the employee.

If you need help with contributor license agreements, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.