[Harmony-Drafting] some comments

villalu at gtlaw.com villalu at gtlaw.com
Thu Feb 16 18:56:53 UTC 2012


I finally sat down to try and *use* Harmony for a client; some comments
from that process:
 
0) It is, I think, a solid improvement over the de facto standard
(Apache). I wish I'd been able to be involved more, and my sincere
thanks go out to the folks who did do the heavy lifting.
 
1) The template generator has some issues. In particular, it says "Would
you like to add a media license." This language implies that the media
license is optional; and indeed, the generator is happy to spit out an
agreement even if you do not select a media license. That results in an
agreement that says:

	In addition, We may use the following licenses for Media in the
Contribution: (including any right to adopt any future version of a
license if permitted).

That's obviously nonsensical; it would be better if the generator
removed the language altogether if no license was selected (which I
think is the common case for most projects).
 
The same problem happens if no jurisdiction is selected, which is
obviously more damaging:

	This Agreement will be governed by and construed in accordance
with the laws of excluding its conflicts of law provisions. 

I'd strongly recommend that be fixed- either the form should do
something sensible (remove the choice of law provision?) when no
jurisdiction is selected, or the form should refuse to create a form
with no jurisdiction. The current behavior could result in agreements
that are really quite problematic.

2) In Section 5, "in no event will you or us be liable" should be "in no
event will you or we be liable" (or better "in no event will either
party") shouldn't it? Not horribly damaging, so probably not worth a
formal revision, but perhaps something to file away for whenever some
other change necessitates a 1.0.1.
 
3) It may be too early for this, but it would give people reassurance if
there were a "who is using the harmony agreements" page somewhere on the
website. (It may in fact be very early; Google can't find the phrase "IN
NO EVENT WILL YOU OR US BE LIABLE FOR ANY LOSS OF PROFITS" anywhere
except the Harmony site, but I know some projects don't publish their
CLAs so that may be misleading.)
 
Thanks-
Luis
 
Luis Villa
Associate 
Greenberg Traurig, LLP | 1900 University Ave
5th Floor | East Palo Alto, Ca 94303
Tel 650.289.7886 | Cell 650.575.6793 

villalu at gtlaw.com | www.gtlaw.com <http://www.gtlaw.com/> 

 Greenberg Traurig<http://www2.gtlaw.com/files/GTLogo.jpg> 

 

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