JBoss has spent a lot of time and effort on coming up with a rational, complete strategy on indemnification for our customers. This issue was highlighted by the SCO lawsuits on various Linux vendors and users, and continues to be a concern for companies as they adopt Open Source Software.Background
Indemnification is the term used in legal contracts where the vendor provides some level of coverage on intellectual property claims to the customer. This means if there is a claim that a software product infringes upon a patent, copyright or trademark then there is some liability on the part of the vendor.
Indemnification is almost always provided in commercial software contracts, where the vendor will typically cover any costs of a claim up to the value of the contract. It is not covered in the various major open source contracts like GPL, LGPL, Apache, BSD, etc. In fact, there are sometimes provisions that seek to protect and hold harmless the developers of the software from liability. This is great for contributing software developers, but not so good for users of open source projects.
JBoss was one of the first vendors to announce Indemnification coverage to our Support customers in 2003. We basically provided the same level that is typical in commercial software products where we covered indemnification up to the value of the contract.JBoss Revolutionary Approach to Indemnification
Recently, we provided a major upgrade to customers after a long review with inside and outside counsel as well as a thorough business and strategic analysis. To our knowledge, JBoss is the first company to offer this comprehensive level of coverage and commitment to our customers.
We have broken indemnification into three basic parts:
- Defense - Hiring the legal team and defending the case is provided on an Unlimited basis.
- Repair or Replace - Repairing or replacing the software to make it non-infringind is provided on an Unlimited basis.
- Damages - Paying any damage awards this is limited to value of contract.
The revolutionary step JBoss has taken is to provide UNLIMITED coverage for the Defense, Repair and Replace elements of indemnification. We are making this move for several reasons:
- Customers want this level of “ownership” from a vendor
- JBoss, Inc. needs to make sure our products are complete and useable or else we do not have a viable company
- JBoss has a set of controls in place that are similar to commercial software vendors (and better because of the real-time public scrutiny) to help prevent malicious or accidental infringement on some other intellectual property.
- JBoss now has the resources in terms of size, key developers, balance sheet and insurance to deliver on this commitment.
This approach also has the additional benefit of centralizing any legal action against JBoss users. Obviously, we keep the damages element limited to the value of the contract since many of our customers and partners are much larger financially than JBoss is.
What this means to Users
Quite simply, this move is meant to continue our commitment to make Professional Open Source safe for commercial use. Our customer base continues to grow exponentially, and our customers continue to build out more mission critical applications that run their businesses. Our customers deserve this level of commitment from JBoss.
In addition, our Certified Partners are also covered by this program, and if they are providing integrated JBoss Support to their end users, we provide the same level of coverage. This makes it important for end users to ask their vendors who bundle JBoss to make sure they are properly covered for indemnification by a JBoss, Inc. contract.
Professional Open Source
JBoss will continue to innovate at the business and technology level as we lead the market toward the vision of Professional Open Source for the Enterprise. We encourage other open source projects and vendors to adopt these types of innovations as they are able to.