The Eclipse Corinthian Project has identified areas where template and process documents would add value to legal processes involved in technology. Procurement and M&A activities involving open source software will especially benefit from them.
The open documents will be hosted in a git repository enabling open source development techniques and methodologies to be used. Anyone can raise issues with the documents, fork the documents (for example to create jurisdiction-specific versions of them), and issue pull/merge requests.
Release versions of the documents will be made available in markdown, docx and plain text formats, through a simple and clear web frontend. This means that users who do not wish to engage with the development process can easily access them directly. The liberal licensing model will allow unrestricted use, modification and re-distribution.
The initial set of documents was developed by Moorcrofts LLP, a law firm, in association with Orcro Limited, an Open Source Consultancy, both based in the UK. Moorcrofts and Orcro are both OpenChain partner organisations and have been working in that capacity to develop:
- A due diligence questionnaire and set of warranties for acquiring software from a developer using open source software; and
- A due diligence questionnaire and set of warranties for use in M&A transactions involving a target which develops software using open source.
These will be hosted by the Eclipse Corinthian Project as soon as the project officially launches in February 2024.
Corinthian will also provide a suite of documents drafted to facilitate the supply of services over the internet using microtransaction architectures. They will include terms and conditions, and privacy and data protection materials. These documents have also been developed by specialist law firms in England and Wales, Italy, Germany, Spain, and US to cover those specific jurisdictions.
Corinthian’s roadmap includes the development of software to facilitate the drafting, assembly, storage and analysis of these legal documents. For example, since drafting contracts shares many characteristics with writing software, we propose developing a module for the Eclipse IDE which facilitates this.
A variety of documents will soon be available from our GitHub repository, but a sample document can be downloaded from the link below. It is from the second planned release of microtransaction services provision documents referred to above, and is a privacy notice for use on the web. It has been free drafted for use in England and Wales and is released under the Creative Commons CC-BY-4.0 licence.
(This document is provided free of charge as a sample and, to the extent permitted by law, all liability for its use is hereby excluded. Check with a qualified lawyer in your jurisdiction before using it.)