Open Source Code of Conduct for Commercial Entities (DRAFT)

Note: This is a draft of a Code of Conduct meant to help a specific open source project give guidance to its commercial participants. The project is already in production use, and is successful enough that some commercial entities have become involved, offering support, hosting services, customization, etc. However, those companies need some guidelines about how to conduct themselves, in relation to the project as a whole and in relation to each other.

The first half of the draft is aimed at commercial entities. The second half of the draft contains guidelines for the open source project itself — healthy commercial participation being a two-way street.

Once the text is finalized, we plan is to post this in generic form, as a template that other projects can use, while delivering a customized version to that project.

In the meantime, comments welcome! You can simply leave regular blog comments, but we’ve also enabled the open source Hypothes.is WordPress annotation plugin to allow sidebar annotations of selected text. To use it, just mouse-select any passage of text, as though you were going to copy it to the clipboard, and then wait for the Hypothes.is annotation action buttons to pop up right under your selected text. There should be two of them: “Annotate” and “Highlight”. Choose “Annotate”, and then, at the top of the right-hand sidebar that should now open up, create a free account at Hypothes.is, or sign in if you already have an account. (We need the authentication step to help prevent spam annotations.) Once you are signed in, you can leave a sidebar comment associated with a specific passage of text — the user interface should be pretty clear from this point on. Please note that your comments will be publicly visible by default; you can also make an annnotation that’s private to yourself, but then we wouldn’t be able to see it either of course.

The [Your Project Here] Project welcomes involvement from commercial entities. The availability of multiple sources of commercial support is important to the project’s long-term health, and to making [Your Project Here] a persuasive choice for organizations around the world. Commercial support can include but is not limited to hosting, on-site deployment and installation, advocacy, PR and event funding, administrative services, customization, and even implementation of new features.

This code of conduct provides guidance for commercial entities wishing to participate in the [Your Project Here] ecosystem. While the specific items in the code may be revised from time to time, overall the code is based on a simple principle:

Commercial entities should observe the distinction between public community functions and private commercial functions, and ensure that their activities support (or at least do not harm) the public community.

The first half of these guidelines is meant for commercial entities, but the second half is meant for the open source project as a whole, since a commercially healthy open source environment depends on everyone doing their part. Some of the guidelines are proscriptive, being based on situations that have arisen in the real world — in [Your Project Here] and elsewhere — but we also include some positive recommendations that can help commercial entities participate successfully.

Guidelines for Commercial Entities

• • Treat the project’s name with respect, and follow the project’s trademark and branding policy.

    Don’t use the project’s name for things which are not related to nor supported by the project.  In general, don’t introduce confusion about what the project’s name means and refers to. Also, don’t seize the project’s name in other public namespaces, e.g., in domain names, Twitter, GitHub, Slack, etc. (It is fine, however, to register the project’s name in a new namespace and then immediately donate control of that account to the project — that’s simply helping the project maintain its identity.)

• • TBD: [Your Project Here] needs a trademark policy, for this item to be effective. See the item Have and enforce a formal trademark and branding policy in the section Guidelines for the Open Source Project for more about this.

• • Don’t replace community infrastructure; instead, improve it.

    For example, use the project’s discussion forums as specified in their charters, instead of setting up duplicate forums in a privately-controlled space that could potentially siphon off people from the project’s existing forums. I.e., don’t set up “walled gardens” that detract from public spaces. The same principle applies to other kinds of community infrastructure too, e.g. wikis, but we’ll use discussion forums as an example here.

    It is fine to set up private forums that are specific to commercial offerings, especially where those offerings differ from what is available in the open source project (though see below about avoiding the “enterprise edition” trap). Discussion that is specific to a company’s commercial offering is only useful to that company’s customers. But do not try to discourage customers from making use of the project’s public forums when doing so would serve their needs.

    A good way for a company to ensure compliance with this guideline is to link to the relevant project forums from the same places — and in comparable ways — that the company links to its product-specific forums. That way customers will be aware of all the options available to them and can choose the appropriate forum for their needs. It also means that customers’ questions, and the company’s or others’ responses to them, can contribute to the public store of knowledge about the project, which is an important way that commercial activity can support the long-term health of the project. Company representatives should include their affiliation in the support responses they make to customers or to anyone else; work the company performs publicly is still work that it did, and the company should get credit for its contributions.

• • Label the company’s offerings in a way that makes their provenance clear, and that does not denigrate or diminish the open source project.

    Specifically, do not label a proprietary offering as the “Commercial Edition” or “Enterprise Edition” of the project, especially not in contrast to a so-called “Community Edition” as a euphemism for the project’s open source code. That kind of marketing implies that the open source edition is somehow not commercial (which would be untrue, as the open source license explicitly allows commercial activity by anyone) or not enterprise-ready (unlikely to be true, but in any case ill-defined).

    Instead, give the company’s offerings their own distinctive names. If those names incorporate the name of the project in some way, that may be fine so long as it complies with the project’s trademark guidelines. It is also fine to offer fact-based comparisons between the company’s proprietary offering and the stock open source version, or between this company’s offering and others’ proprietary offerings. Or if the offering is also open source software, but differs from the project’s offering in some significant way, explain that, and again make sure the company’s offering has a name that clearly distinguishes it from the code released by the project.

    The purpose of this guideline is to help the company communicate clearly about what it offers, and to help potential customers understand what differentiates this company’s offerings from what is available elsewhere. There is nothing wrong with offering features not present in the project’s open source releases, or with making different configuration choices from the project’s defaults. Just describe the differences accurately and objectively. Mislabeling, whether accidental or deliberate, causes confusion and is bad for the project’s health.

• • Do not attempt to convert unofficial influence into claims of official control.

    Even if the company is a major contributor to the open source project, do not conflate the project’s identity with the company’s. If a company with a well-established position in the project casts too large a shadow, that may discourage involvement from others.

    For example, the company might have a number of employees as core committers in the project, and thus exercise a significant de facto influence over the project roadmap, simply by doing a lot of the work and participating actively in project development discussions. This is generally not a problem, as long as the company does not claim some official preferential position in project governance that it does not in fact hold.

• • In public forums, the company’s employees should behave like any other project participants.

    While management hierarchy may be important internally to the company, it is irrelevant to the public open source project. For example, if the company assigns an employee specifically to work on the project, expect that employee’s contributions to still go through the usual review procedures, and expect that employee to gain commit access by the same route as anyone else would. Similarly, it is good practice for the company’s employees to hold design discussions or other technical discussions in the project’s public development forums, even if the employees normally sit in the same room and could discuss those things in person. The more they participate visibly in the project, the stronger the ties between the company and the project will be.

• • Contribute to public activity, and avoid converting public conversations to private ones.

    When commercial representatives are active in an open source project’s public forums, there will be many opportunities to turn public conversations into sales opportunities. This can be a good thing — often a potential customer will benefit from being contacted about a commercial offering, and commercial entities should feel free to establish such contact so long as they avoid harassing or spamming people. In general, if some user indicates needs that would be met by the company’s product, it is reasonable to contact them about that directly, as long as the company is respectful of the charter of the forum in which it encountered the user and of any preferences they give about unsolicited commercial communications.

    However, it is important to avoid shunting conversations out of public forums, where inquiries and responses will remain visible to others, and into private forums, where the initiator would be isolated from other sources of information. The best way to avoid this anti-pattern is to distinguish carefully between answering questions and offering commercial services. The former should always be done via a public followup in the original forum where the question was asked, while the latter should happen via a separate private communication. A topic that started in public should remain public, and should not be interfered with or subsumed by private conversations.

• • Improve project documentation, don’t fork it.

    Help make the project’s public documentation better, rather than duplicating and extending that documentation elsewhere. Even if the duplicate documentation is publicly accessible even to non-customers, it will still detract by its mere existence from the project’s own documentation, among other things by causing confusion in Internet search engine results.

    It is fine for the company to maintain separate documentation for functionality that is specific to its product or service. But as much as possible, avoid duplicating material already present in the project’s documentation. Instead, refer to the project’s documentation, and, as much as necessary, participate in improving it and making it easier to refer to, so that the maintenance burden is reduced for the company and everyone else.

• • Any restrictions in non-compete agreements should only affect business activity, not project activity.

    If the company requires employees or contractors to sign non-compete agreements, those agreements must not prevent the individual in question from participating in the open source project in any way, whether during or after the term of their employment.

    This does not mean that all non-compete agreements are incompatible with this code of conduct. A company may restrict an employee’s ability to solicit the company’s customers, for example. The key is that any restrictions should be about things other than project participation itself. An individual should not be blocked from any form of technical or social participation in the project, including the implementation of particular features.

    The accumulation of experience and expertise in individual persons, who are ultimately free to direct their energy and attention as they decide, is one of the most important drivers of progress in open source projects. A company that limits this freedom can damage the open source project very seriously.

• • Security vulnerability information should always be promptly disclosed to the project.

    If a commercial entity learns about a security vulnerability in the open source code, it should always promptly disclose that information to the project using the project’s designated channel for reporting such vulnerabilities. (Of course it is acceptable to pre-patch the company’s own offerings, as long as that patching does not significantly delay the reporting of the vulnerability.)

    Vulnerability information should never be used for unilateral commercial advantage. Vendors may legitimately compete on the speed and reliability with which they deploy security fixes, but withholding vulnerability information damages everyone in the long run by risking harm to the project’s reputation and the security of all users.

• • Company staff should be forthright about the company’s commercial interests.

    There is no need to hide motivations in an open source project. It is very normal for developers to propose that a certain capability be added to the code and justify the proposal on the grounds that it would help their employer’s commercial interests. The best situation for the project is one in which developers communicate their priorities clearly and straightforwardly. As long as the proposed change goes through the project’s usual decision-making procedures, the fact that it would serve specific commercial interests is not only not bad for the project, it may often be good: after all, continued commercial interest in the code is usually a good thing.

    Of course, it would be odd to make a technical proposal that is wildly divergent from the project’s current roadmap and from the interests of all other parties participating in the project, but in that case the proposal is likely to be rejected anyway. In general, there is no need to pretend to purity of motivations. Finding sustainable resolutions to the tensions between various parties’ needs is a long and well-established tradition in open source projects; as long as the company participates in those discussions in good faith, and compromises where appropriate, the influence of the company’s commercial motivations is likely to be an overall benefit to the project.

• Consider having a designated contact person or ombud, to represent community concerns internally.

  Depending on the size of the company and the degree of its involvement in the open source project, it may wish to officialize a role for representing community concerns internally. In practice, this role is often assumed informally anyway, usually by an engineer or community manager who works for the company but who is active in and invested in the project. What the company can do is make sure this person feels comfortable raising project concerns internally.

  Establishing that level of comfort is a matter of company culture, and obviously these guidelines cannot require nor enforce a particular corporate culture. All they can do is point out that the best way for executives to make informed decisions is by giving those closest to the project a chance to represent the project’s interests honestly and accurately.

  When this role is formalized, it is sometimes known as “Community Representative” or “Ombud” (or “Ombudsperson”, “Ombudsman”, etc). Whether this person’s identity is known publicly or not, they should be reachable via a public contact address, with a prior commitment of confidentiality, so that others in the project have a way to raise concerns privately with the company when they wish to do so.

Guidelines for the Open Source Project

• • Have and enforce a formal trademark and branding policy.

    Specify when and how the project’s name and logo can be used without explicit permission, versus what uses require permission from the trademark holder. Ensure that the trademark holder is an institution that can be trusted to act in the project’s long-term interests and that is not beholden to any particular commercial entities.

    Some examples of open source trademark policies are:

    • www.apache.org/foundation/marks/resources
    • www.openstack.org/brand
    • fossmarks.org/
    • modeltrademarkguidelines.org
    • wiki.postgresql.org/wiki/Trademark_Policy

• • Maintain discussion forums.

    Maintain discussion forums for developers and users of the project, make sure each forum has a written charter, and take whatever steps are necessary (e.g., moderation) to ensure that each forum remains useful for the purposes stated in its charter. All public forums should be publicly archived and have open membership.

    The project may also maintain non-public forums, such as a security vulnerability reporting and discussion group, but these non-public forums should still have public written charters that state their membership policy. Membership in non-public groups should be individual, but may take affiliation into account: for example, someone may be granted access to a security group in part because of their role at a commercial hosting provider that wishes to stay up-to-date with pre-release security patches. However, the potential member’s discretion and trustworthiness should also be a factor, and they may retain their membership even if their affiliation with that commercial provider ends.

• • Have a written explanation of how commit access is granted.

    There should be no mystery about how a developer becomes one of the official maintainers of the project. Maintain a written explanation of how new committers are chosen in the project. The process can be as simple as “current committers vote privately to invite a new committer”; the important thing is to document it so that contributors whose work is commercially sponsored understand that the system is fair and that the potential for them to be invited to become a committer is dependent primarily on the technical merits of their work and on the constructiveness of their interactions with the rest of the project community, rather than on their commercial affiliations.

    A few projects do place a limit on the fraction of core maintainers that may be affiliated with the same organization at the same time; in general, this kind of limit should only be imposed as a last resort, when the community has tangible concerns about dominance of project direction by one entity. Remember that open source projects are voluntary social constructs — a project can always be forked, even by its founders. Also, if a trusted entity controls the project’s trademarks, then that is a powerful incentive to commercial interests to behave well.

    A good example of a simple but documented procedure for gaining commit access is this one from the LibreOffice project: https://wiki.documentfoundation.org/Development/GetUnrestrictedCommitAccess

• • Maintain documentation, and make it easy for everyone to contribute to it.

    One of the most common commercial anti-patterns in open source projects is the phenomenon of a company maintaining a separate set of project documentation for its customers, often of higher quality than the project’s official documentation. The company should instead contribute to improving the project’s public documentation — but this implies a reciprocal obligation on the part of the project as a whole to being receptive to such documentation improvements. The project should view commercial support providers as a valuable source of information about deficiencies in project documentation: a company whose sales depend on customers having a smooth experience will be highly sensitive to the quality of documentation, and the project should try to leverage this sensitivity for everyone’s benefit.

• • Support and enforce this code of conduct publicly.

    The project should publicly recognize companies that abide by this code of conduct, and (after making a good-faith attempt to remedy any misunderstandings or problems) publicly chastise companies that violate the code.

    One method of publicly supporting companies who formally agree to abide by the code is to publish a list of such companies on the project’s web site. The same entity that enforces trademarks for the project is usually the right entity to maintain that list. Being listed on the project’s official site, as a commercial support provider who is certified as abiding by the project’s commercial guidelines, is a valuable advertisement; the potential for removal from that list then becomes a powerful incentive for companies to live up to their pledges.

    If a commercial entity is violating the code of conduct, representatives from the project may choose to contact that entity privately at first, to see if the problem can be resolved quickly — often such problems result from misunderstandings, particularly with companies who are unaccustomed to working in an open source environment. However, if the problem cannot be resolved to the representative’s satisfaction, then it is important to publicly state the code of conduct violation, documenting it thoroughly but without rancor, and emphasizing that the project welcomes participation from that entity so long as the entity complies with the code of conduct. This statement should be posted to the appropriate project discussion forum, so that the statement and any followup posts (either from the commercial entity or from other participants in the project) are visible and indexable by Internet search engines. The representative may, of course, choose to remove the commercial entity from the list of entities that abide by the code of conduct; such removals should be announced too.

• Maintain a private contact address for reporting code-of-conduct violations.

  The project should maintain a private contact mechanism by which anyone may report violations of this code of conduct. It is up to the project to decide who receives and acts on such reports. There is obviously potential for conflicts of interest if representatives of commercial entities are among the recipients, but compliant commercial entities are also those most motivated to be responsive to such reports, since it is strongly in their interests to detect and stop an incipient arms race of bad behavior. One way to alleviate such conflicts is to either allow no representatives of commercial entities, or to have representatives from mulitple entities, so that there are enough participants to prevent any one participant’s interests from being overrepresented.