Key Takeaways

  • A contributor licence agreement (CLA) clarifies the rights granted to a project maintainer and ensures contributors affirm their ownership of contributions.
  • CLA terms can differ depending on whether the contributor is an individual or acting on behalf of an organization.
  • Alternatives to CLAs—such as using Developer Certificate of Origin (DCO)—may reduce administrative overhead in open-source projects.
  • CLAs should clearly define contribution scope, rights granted, warranties, and obligations.
  • Overly complex or unnecessary CLAs may discourage contributors, especially in open-source communities.

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.

When a Contributor Licence Agreement Might Be a Bad Fit

While a contributor licence agreement can offer important protections, it isn't always the best approach—particularly for open-source communities. Several concerns may arise:

  • Barrier to Contribution: Requiring a signed CLA can introduce friction in the contribution process, discouraging developers who want to contribute quickly or anonymously.
  • Administrative Overhead: Managing CLAs, especially at scale, can impose a significant operational burden, particularly for smaller projects or organizations with limited legal resources.
  • Trust and Community Impact: Enforcing legal formalities may shift the power dynamic between project maintainers and contributors, potentially undermining trust or the collaborative nature of the community.
  • Alternative Tools Exist: Platforms like GitHub offer tools (e.g., Developer Certificate of Origin, or DCO) that allow contributors to assert their rights without requiring formal legal documentation.

In such cases, project maintainers should carefully weigh the benefits of legal protection against the potential cost to community engagement​.

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.

Contributor Licence Agreement Templates and Variations

CLA requirements may differ depending on the project’s goals and whether the contributor is an individual or representing an organization. Common types of CLAs include:

  • Individual CLA (ICLA): Used when a person is contributing in their personal capacity. This form confirms that the individual owns the work and grants the necessary rights.
  • Corporate CLA (CCLA): Used when contributors are acting on behalf of their employer or another entity. This form typically includes authorization from the entity and additional representations about IP ownership.

When drafting or adopting a CLA, organizations may consider using templates from well-established communities such as:

  • W3C Community CLA: A standardized agreement allowing contributors to retain copyright while granting broad usage rights to the W3C​.
  • Apache Software Foundation CLA: Widely used in open-source projects and accepted by corporate legal departments.

Providing a clearly worded, accessible CLA template can reduce confusion and improve compliance across contributors.

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.

Alternatives to Contributor Licence Agreements

Instead of a formal contributor licence agreement, some projects adopt lighter-weight alternatives, including:

  • Developer Certificate of Origin (DCO): Popularized by the Linux Foundation, the DCO allows contributors to certify, via a commit sign-off, that they have the right to submit their code. This avoids the need for a separate agreement and simplifies the contribution process.
  • Click-Through Contributor Agreements: Tools like CLA Assistant (used by many GitHub projects) offer a one-time, click-through interface for agreeing to CLA terms. This reduces friction compared to traditional document-based processes.
  • Project-Specific Contribution Guidelines: Some maintainers outline contribution rights and obligations in their contributing files or terms of service, especially for smaller or informal projects.

These approaches may be more suitable when reducing legal complexity and fostering inclusiveness are priorities​.

Frequently Asked Questions

  1. What is the purpose of a contributor licence agreement (CLA)?
    A CLA ensures that contributors grant the necessary rights for their work to be used and distributed, while protecting both the contributor and the project maintainers from future legal disputes.
  2. Do all open-source projects require a CLA?
    No. Many projects rely on alternatives like the Developer Certificate of Origin (DCO) or project contribution guidelines instead of formal CLAs.
  3. What’s the difference between an ICLA and a CCLA?
    An ICLA is signed by individuals contributing personally, while a CCLA is used when contributors are submitting work on behalf of a company or organization.
  4. Can a CLA be revoked by a contributor after signing?
    Typically, CLAs grant irrevocable rights, meaning the contributor cannot later withdraw permission to use their contributions.
  5. How can I automate CLA management for a GitHub project?
    Tools like CLA Assistant or GitHub Actions can streamline CLA acceptance, enabling contributors to sign electronically with minimal disruption.

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