Free and Open Source Overview and Commercial Best Practices

I regularly consult with companies who need help with their open source software policies, procedures, or releases (both commercial and open).

I am lucky enough to have several law firms that refer me this work when it becomes a bit too time consuming and complex for a general law firm to be the right fit.

Recently, one of those firms asked me to give a presentation — just a general overview on Free and Open Source Software as well as a discussion around current commercial best practices.

So, in the interests of sharing — here are the slides from my presentation.

(Warning — the last 2 slides have *real* world language, from *real* world programmers, which means there are some curse words).

Enjoy!

FOSS 2014.03.04 FINAL

The End of An Awesome Growing Season

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The last fresh tomatoes of the season were greatly enjoyed (typically, we have fresh tomatoes in the fridge ’til early December, but this year’s weather was crazy, so we have to call an end to the season earlier than normal, sad as it is).

Apologies on the light posting, in general. It turns out, legal work subject to confidentiality obligations makes for bad blog fodder — and, I am blessed to have more legal work than I can handle.

But rest assured. The Tech. The Law. The Garden. They are all my continued passions. And I’m enjoying and interested in following and influencing how all of them are playing out in today’s world.

Too Many Cucumbers?

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This picture doesn’t do it justice, but we’ve been getting almost equal volume cucumbers to tomatoes in every harvest this year.

 

Tomatoes are a gift that almost everyone appreciates.  They disappear like magic almost as soon as I start to complain that I don’t know what I’m going to do with them.

 

Cucumber, on the other hand?  Not so much.

 

This year, we’ve taken to conditioning gifts of tomatoes upon people taking cucumbers with them.

 

I’ve also researched cucumber recipes and tried to find more ways to use them.  I’m nowhere near the point where I need to be to take correct use of what my garden is producing.

 

I’ve seen this pattern in many of my start-ups.  They want to do X.  But it turns out, their business is used by others to do Y.  And now, they have to scramble to deal with the reality that is different than their plans.

 

Yet again, the garden is a great metaphor for start-ups.

It Keeps Coming

The harvests continue at a crazy pace.

The tomatoes, cukes and squash are going strong.  The okra and the eggplant are warming up and the tomatillo plant has decided to show off (see the basket in the back?  That’s from one plant).

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In hilarious news, Thessoloniki decided to produce a little tomato-man.

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In honor of his Greek roots, I’m calling him Dimitri.

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Summer Bounty

The stars aligned, and the hard work in the garden met with great luck from the weather gods.  This is how legends are made. In all areas of life, and yes, particularly for my clients’ businesses — you have to be good, diligent, and prepared, but you *also* have to be lucky.

And I am this year.  So, without further adieu, I present the earliest, largest harvest I’ve ever collected (from about 75% less plants than last year):

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A Hot Spring — When the Preparation Pays Off

Again, the Garden has great lessons for life.  As I wrote in April, this year, I did quite a bit of early preparation for the garden.  Sometimes, if you work hard, and conditions are just right, you get *really* lucky.  It looks like that’s what will happen with the garden this year.

Here are some of the tomato seedlings and a baby summer squash, immediately after they were planted back in late April.  Thanks to a warm weather prediction, I was able to get all the summer garden plants in the ground 2 weeks before I usually do (to avoid the frost).

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Here they are a couple weeks later, after I added the supports.  (The pots contain hot peppers.)

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Thanks to a very warm spring and the automatic watering system, I had the lushest June 1 garden I’ve every had.

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The squash and basil were producing on the first of the month, so we could enjoy BBQ garden pizzas.

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The cucumbers and butternut squash had a similar late spring.  Here they are after planting in late April.

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And, here they are by early June (see them climbing the back fence?).

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And this is what they look like today.  The cucumbers are producing like mad — I’ve had to resort to giving gift cukes to deal with the volume.  The butternuts are still too young to harvest, but if the early fruits are any indication, this fall should bring the biggest harvest of butternut squashes I’ve ever had.

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And the tomatoes?  They are insane.  We’ve never had plants this big with this much fruit before the 4th of July.  We had our first ripe tomatoes on June 22nd!  What a great way to celebrate the first day of Summer (and yes, in an odd coincidence, it was overcast and drizzling that day).

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Look at all those fruits just waiting to ripen in the sun!

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The heat wave we are currently experiencing in California will only speed the rate of production.  Yesterday’s harvest was awesome — the last of the arugula that had gone to seed, and cukes and squash galore, plus one ripe pink caspian tomato and a few green tomatoes for frying.

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I’m looking forward to a tomato-tacular summer!

 

 

 

 

 

Preparation — Tomato Seedlings Available For Gifting

The beginning of the new year brings many to do items to get ready for the summer garden.

First, the seedlings must be started, placed on heat mats, given adequate wind and air. Once they are large enough, the little plants need to be separated from one another and potted up into bigger containers for their outdoor growth prior to transplanting.  Despite how busy I’ve been, I’ve made time for all of these things, and as of today, I’ve got the following babies ready for transplanting (and gifting):

Basil — variety pack of seeds resulted in a dozen or so random basil seedlings.  None of the thai basil survived, but it looks like I’ve got a nice genovese basil, lemon basil, and a wrinkly basil option.

Red Okra — only one plant survived. The Okra sprout much earlier than the tomatoes (as do cucumbers). I need to remember to keep them in their own seed tray so that I can bring them outside before the tomatoes have sprouted. By keeping their tray inside to protect the tomatoes, I deprived them of wind and when they finally went outside, the shock of the great outdoors killed all of the cucumbers and okra except this one survivor. Oh well.

3 Cherry/Small Tomatoes: Snowberry (white), Isis Candy Cherry (Red with a little yellow), Amish Salad (red)

4 Paste Tomatoes: Heinz 2657 (red), Roman Candle (yellow), Viva Italia (red), Purple Russian (purple)

4 Medium Globes: Thessoloniki (red), Black Ethiopian (green/red black), Black from Tula (green/purple black), Ananas Noir (green/yellow/red stripe)

2 Oxhearts: Sweet Horizon (yellow/orange), Orange Russian 117 (orange/red stripe)

4 Large Globes: Great White (white), Green Giant (green), Golden Globe (yellow), Caspian Pink (pink)

And, finally, after years of somewhat successful open composting in pits and use of plastic enclosed compost bin. I splurged on a Jorakompost rotating compost bin. I had to build it from its parts, which turned out to be a fairly decent strength workout — the panels are all press-fit against the insulation, and you have to hold them in place while fitting the screws and screwing them in.

I loaded the bin with the almost fully processed compost from our open pits, and I’ll be turning it over the next month to get it ready for amending the beds prior to transplant.  The next month or two has lots of garden work to ensure that the garden is in the ground and ready to make the most of the Summer Sun.  I’m excited!

Insurance and Commercial Contracts in Technology

If your General Liability insurance policy extends to $2,000,000 per occurrence does that mean you can just negotiate a $2M cap on liability in your commercial contracts and assume that you will be covered?

Unfortunately, No.  Most GL insurance policies are quite complex.  Here are just a few of the issues related to GL insurance that I regularly see when negotiating risk allocation in commercial contracts related to technology:

1.  There is usually a definition of an “insured contract” and it may expressly exclude many of the contractual obligations under which your business is regularly assuming liability.

**Make sure you understand what your “insured contract” coverage covers.  Note that any contractual obligations you take on that are not insured contracts directly expose the business to potential damages without coverage.

2. It is quite common for a GL policy to have an exclusion of coverage for liability related to one or more of Infringement of Patents, Infringement of Copyright, Title, Slogan, Trademark, Trade Dress, Trade Name, Service Mark or Service Name.

**Ask your insurance agent about negotiating additional coverage for some or all of these high risk items.  Note that some coverage in these areas is perceived to be so risky that insurers will not write policies for them in certain business areas.  This should help you understand just how risky it is to take on an indemnity obligation — if an insurer refuses to cover the risk for your business, you should think hard about whether you are willing to directly cover this same risk for your business partners or customers.

3. It is quite common for a GL policy (and associated riders) to have exclusions of coverage for certain assumed liabilities that would *not* have belonged to the insured in the absence of a contract.

**Many indemnities function to move risk from where it would lie under the law to an alternate party.  Before you accept an indemnity assuming liability that you would not otherwise have under the law, check with your insurance agent and make sure you understand whether that indemnity will be covered by the insurance or will potentially expose the company to direct damages without coverage.

2012 Garden Year In Review

Big, Important Legal Issues

In the last two months, I’ve received two calls that reminded me that start-up founders, employees, and the self-employed have huge legal issues outside of traditional start-up law.

So, I’ve decided to make a Public Service Announcement:  If you are self-employed or involved in an early-stage start-up, consider the following issues and seek the appropriate professionals to address them if appropriate.

1. LIFE INSURANCE. If you are:

a) an American citizen who is a start-up founder, an early stage start-up employee, or self-employed;

b) not financially independent (Note: you are financially independent *only* if you work because you want to, but you don’t have to, and you won’t have to work anytime in the future, either);

c) and you have dependents;

then you need life insurance. Period.  Unlike many more traditional careers, these groups don’t have any form of pre-negotiated survivor benefit plan. If you are a major financial contributor to your dependents’ needs, then even if you are fully vested into social security, unfortunately, it is almost certain that SS survivor benefits will not be sufficient to support your family if you die.

2.DESIGNATED DECISION MAKERS.  You need a designated decision maker who can manage things for you if you become incapacitated or die.  Yes, thinking about this is not pleasant.  But many of the individuals I work with do not have estate plans and are unmarried.  In the event something happens to them, their next of kin will be involved in all aspects of their life (including their business).  If you are not absolutely certain that every state/country where you have assets, business, contracts, or potential health issues recognizes the person you want as your next-of-kin decision maker, then you *need* to visit an estate planning attorney to figure out what documents are necessary to ensure that the person you want in charge is able to make decisions (either financially, health-wise, or both).  Founders, in addition to seeking input from an estate planning attorney, you should discuss this potential issue with your corporate attorney to understand what provisions already exist in your corporate formation documents regarding exercise of a founder’s voting rights in the event of a Founder’s death or incapacity.

3.  CENTRALIZED DOCUMENT/ACCOUNT MANAGEMENT.  In the event of an emergency, you need one location where your decision maker knows to go that outlines where and how to access all important online and physical bank, investment, credit card, billed accounts, title documents, health documents (advance care directives!), insurance policies, and anything else that may be critical.  The actual rights and responsibilities that your decision maker will have with respect to the information you store varies in each situation (again, see an estate planning attorney), but if you don’t have the information in a location where your decision maker can access it, they will be completely unable to act on your behalf.

4.  HEALTH INSURANCE AND DISABILITY INSURANCE.  The self-employed often struggle with health and disability insurance as it is can be very expensive outside of the guaranteed issue employer market (try large industry organizations or NASE). Some early stage start-ups don’t offer medical insurance due to budget constraints and many early stage start-ups don’t offer disability insurance.  Much like life insurance, if you have dependents, you should seriously consider whether you need one or both of these insurance products before you are working the start-up or self-employed sprint and unable to focus on anything outside of the business’s growth trajectory.

**NOTE:  I do not practice estate planning law, insurance law, or corporate law outside of technology transactions.  This post, like all of my posts, does not contain legal advice and I did not become your lawyer solely because you read it.  It is very possible that your situation is unique and that all of the issues I raised for consideration above do not apply to you.