Blog

Licensing ContraxSuite – Why Dual-License for LegalTech?

Since we first announced our plans to open source ContraxSuite, the response has been overwhelming. We’d like to thank everyone from the community who has reached out to share their encouragement, thoughts, concerns, and, most especially, interest in participating. We couldn’t be more excited to watch this idea grow, and we are working hard to make sure it continues growing. But in the early conversations we’ve had with law firms and legal departments, one topic has frequently arisen – licensing ContraxSuite.

Licensing is a tricky topic, and this post is not meant to provide legal advice. However, we’d like to explain to you not just how our model works, but why we’re pursuing this option. The key is that dual-licensing under this incentive model allows large enterprises to navigate open source without segmenting the core product. We don’t want to repeat the mistakes of MySQL/Oracle, but we do want corporate procurement and legal departments to meet their checklist requirements and adopt the software.

We hope for a future where law firms and legal departments are more comfortable with open source. As we work toward that future, we want to help drive improvement and innovation however we can.

Licensing ContraxSuite: Plain English

ContraxSuite is currently available under a dual-license model summarized by the diagram below.

Licensing ContraxSuite Diagram

In a nutshell:

  • If you are a legal department or law firm using ContraxSuite for internal purposes or service delivery, you can obtain a $0 license.
  • If you are a startup or company creating an open source derivative, you can obtain a $0 license.
  • If you are a startup or company creating a closed sourced derivative, you need to obtain a paid license.

Readers experienced in software procurement or open source may still ask: What type of license? If you agree to the terms above, the answer is “whichever type of license works for your organization”. More on the technical licensing details and justification is below.

Licensing Roadmap

  • ContraxSuite will initially be released under the GNU Affero GPL (AGPL) license with a release clause.
  • Many organizations cannot use AGPL software. Contact us, and we can release you from the requirements of the AGPL license if you agree to the terms outlined in the diagram above.
  • You can contact us to obtain a $0 commercial license, or a license under an alternative open source model, such as Apache License Version 2.0.
  • We will work with our community to evolve the open source model for licensing ContraxSuite and contributor agreements. By August 1, 2018, we will solicit feedback and re-assess the current licensing model.

Why Dual-License?

Dual-license models have been common in the open source world for over twenty years. Most notably, projects like MySQL (now of Oracle) have navigated the pros and cons of community development under dual-license. However, as many commentators and researchers have noted, dual-license may disincentivize contribution relative to single-license open source models.

So why do it? Yes, we are releasing our source code into a crowded, increasingly competitive space packed with Software-as-a-Service (SaaS) providers. Yes, legal technology has little to no history or culture of open source. And no, we have no plans to maintain a crippled “Community” and commercial “Enterprise” edition.  But most importantly, we understand that many law firms and legal departments don’t know how to work with open source licenses.

  • Procurement and supplier processes are often confused by open source models.
  • Audit and infosec assessment procedures are often unprepared for open source models.
  • Legal departments are uncomfortable with common law ambiguity around concepts like “derivative work,” “distribute,” or “network user” in the context of software.

The primary purpose of our dual-license model is to encourage usage by traditional enterprises. Because existing legal and procurement processes aren’t typically comfortable with open source, we will meet the audience where they are today.

As stated in the Licensing Roadmap section above, our goal is to re-evaluate the current model for licensing ContraxSuite in 12 months. But even if we were to switch to a single-license Apache or MIT model in 2018, the traditional procurement and insurance issues above would likely linger for many years. For this reason, we strongly believe that a dual-license model is the right step forward in the ever-changing legal technology and innovation market.

So, let’s all hope for a world where traditional law firms and legal departments are more comfortable with open source.  In the meantime, we intend to improve and innovate within the current market realities.

Open Source Grants

As noted in the licensing diagram above, some parties who wish to commercially resell a closed source version of ContraxSuite may pay a license fee. This license is currently set to $12,000 per year. Of this, half ($6,000 per year) per license will go into trust for the establishment of grants for open source developers and academics. Our goal is to award at least two open source or academic grants for ContraxSuite by the end of 2017.

If you are a full-time or part-time open source developer, a professor, or a graduate or undergraduate student with an interest in natural language processing, machine learning, or legal text, please reach out to us at contact@contraxsuite.com, and help spread the word!