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Re-introduce the difference between entity and individual CLA/FLA (or switch to just one version) #41

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cornelius opened this issue Jan 30, 2022 · 8 comments
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legal legal question

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@cornelius
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When creating the agreement documents on https://contributoragreements.org/ca-cla-chooser, the documents for the entity and the individual are almost identical, only the title is different. It seems to be the text of the individual agreement in both cases. Looks like a templating issue.

@adriaandegroot
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Is possibly related to #39, although if you get any result at all now, then #39 is nominally fixed.

@silverhook
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Most likely related to #27

@adriaandegroot
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This one is "the documents are the same except for the title", which is indeed a dup of #27 -- on the KDE side when using these documents I modified the "entity" version to:

  • state "based on the Entity Contributor .."
  • make explicit that it is the entity document, by re-wording the "How to use this FLA" section, because writing in the entity-version "you might need to use the entity-version" looks awful clunky
  • rewording definition "You" to refer to the entity
  • adding a "title" line to the signature block, so a person can sign, with their role apparent

It might be intentional (as stated in the other issue) that the documents are identical except for the name, but there's a number of bits of text that, IMO (and NAL), could be better.

@silverhook
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I see two options how to handle that properly, either we:

  • make the Entity version more Entity-specific
  • replace the two for a uniform version that works both if signing individually or in the name of an entity

@silverhook silverhook changed the title Documents for entity and individual agreements are identical other than the title Re-introduce the difference between entity and individual CLA/FLA (or switch to just one version) Jun 1, 2022
@silverhook silverhook added the legal legal question label Jun 1, 2022
@step21
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step21 commented Nov 17, 2022

Factually, since 5 years ago or so, it is already one version, as it is generated from one template. (probably since the FLA changes) The only difference (based on a quick search) is that there should be an entity definition in the template for the entity one. (but which according to the code below is only used for the patent pledge)

            $('#review-text-fla #tmp-entity-definitions').hide();
            $('#review-text-fla-entity #tmp-entity-definitions').hide();
            if ( $( "#patent-type" ).val() == 'Patent-Pledge' ) {
                $('#review-text .tmp-entity-definitions').show();
                $('#review-text-entity .tmp-entity-definitions').show();
            }
            else {
                $('#review-text .tmp-entity-definitions').hide(); 
                $('#review-text-entity .tmp-entity-definitions').hide();

@silverhook
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Factually, since 5 years ago or so, it is already one version, as it is generated from one template. (probably since the FLA changes)

That would make sense and be in line with my understanding, yes.

The question remain whether we should either:
a) drop the difference between entity vs individual, and cover both cases in the same document; or
b) if we decide to keep the entity version, actually make it work as it should ;)

Does anyone have an old (pre-FLA) version of the Entity CLA, so we can see what went missing?

@step21
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step21 commented Nov 17, 2022

I don't have one but you can check the old templates in the repo such as here https://github.com/contributoragreements/ca-cla-chooser/tree/54fc027d99f57cfb4620e5e397ea683ece765e56

@step21
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step21 commented Apr 15, 2024

As far as I can tell based on a diff, the relevant differences were additional definitions:

<p><strong>"You"</strong> means any Legal Entity on behalf of whom a Contribution has been made to Us.</p>

<p><strong>"Legal Entity"</strong> means an entity that is not a natural person.</p>

<p><strong>"Affiliate"</strong> means any other Legal Entity that controls, is controlled by, or under common control with that Legal Entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such Legal Entity, whether by contract or otherwise, (ii) ownership of fifty percent (50%) or more of the outstanding shares or securities that vote to elect the management or other persons who direct such Legal Entity or (iii) beneficial ownership of such entity.</p>

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