Can the agreement be signed electronically in the U.S.?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Ensure intent, consent, attribution, and retention requirements are met. Some exceptions, such as wills or certain court filings, remain ineligible.

Is contributor IP automatically assigned?

Not automatically. Contributions should be governed by a CLA or explicit assignment clause. Without express assignment or license, contributors may retain copyright, complicating downstream licensing and enforcement. Use clear contributor agreements to avoid ownership disputes and preserve commercial licensing options.

Do open source licenses require disclosure?

It depends on the license. Permissive licenses generally impose few distribution notices; copyleft licenses like GPL require source availability and notices on distribution. The agreement should map obligations to distributed binaries and provide compliant attribution and source access where required.

Can a BAA be attached for HIPAA?

Yes. For healthcare use, include a Business Associate Agreement to satisfy HIPAA privacy and security obligations. A BAA should define permitted PHI uses, safeguards, breach notification, and the obligations of any subcontractors handling protected health information.

When is notarization required for this agreement?

Not typically required for commercial software agreements. Notarization or witnesses may be necessary for specific state filings or when transferring real property or executing documents affected by state formalities. Check state law for any notarization requirements that could affect enforceability.

How do I correct a signed agreement?

Use an amendment or mutual rescission signed by all parties. Do not alter an executed copy unilaterally. For electronic records, record the amendment with its execution metadata and retain original versions for audit trail and potential dispute resolution.

Electronic Signature
Templates
Miscellaneous
Open Source Business Agreement

Open Source Business Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

OPEN SOURCE BUSINESS AGREEMENT

This Open Source Business Agreement (the Agreement) is made effective as of between:

Client Name: Client Address: Provider Name: Provider Address:

Recitals

WHEREAS, Client desires to engage Provider to develop, modify, integrate, or otherwise provide services and deliverables relating to software that will be licensed under an open source license; and

WHEREAS, Provider has expertise in developing and delivering software and related documentation and is willing to perform the work on the terms set forth in this Agreement; and

WHEREAS, the parties intend to preserve the open source nature of specified deliverables while protecting confidential and proprietary information disclosed in connection with the engagement.

1. Scope of Work

Provider will perform the services and produce the deliverables described below in accordance with the specifications and schedule agreed by the parties.

Scope of Work (detailed description): Deliverables: Acceptance Criteria:

2. Open Source Licence and Contributions

2.1 License to Client: Subject to the terms of this Agreement, Provider hereby grants to Client a perpetual, worldwide, non-exclusive, royalty-free license to reproduce, modify, distribute, and sublicense the Provider-created portions of the Deliverables under the open source license selected below, together with any Copyright and patent licenses required by that open source license.

2.2 Contributions: To the extent Provider contributes code or documentation to the open source components specified in the Scope of Work, Provider hereby irrevocably grants to Client and to any downstream recipients a perpetual, royalty-free, worldwide, transferable license for such Contributions under the applicable open source license. Provider represents that it has the right to grant such license and that Contributions do not infringe third-party intellectual property rights.

Select open source license (check all that apply):

MIT Apache-2.0 GPL-3.0 Other:

2.3 Patent and Moral Rights: Provider grants a worldwide, non-exclusive, royalty-free patent license to make, use, offer for sale, sell, import, and otherwise exploit the Contributions. Provider waives to the extent permitted by law any moral rights in Contributions necessary for the exercise of the granted rights.

3. Payment Terms

In consideration for the work performed by Provider, Client shall pay Provider the amounts and according to the schedule set forth below.

Total Fee: Payment Schedule (milestones, due dates): Late Fee:

If any undisputed payment is not received when due, Client shall pay interest on the overdue amount at the rate of percent per month, or the maximum rate permitted by applicable law, whichever is lower.

4. Term and Termination

This Agreement shall commence on and continue until unless earlier terminated as provided herein.

Notice Period for Termination Without Cause (days): Termination for Cause (grounds):

Upon termination, Client shall pay Provider for all work performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

5. Confidentiality

5.1 Definition: "Confidential Information" means non-public, confidential or proprietary information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information expressly excludes information that is: (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without breach of an obligation of confidentiality; (c) independently developed without use of the disclosing party's Confidential Information; or (d) required to be disclosed by law, provided the receiving party gives prompt notice and cooperates in any lawful effort to limit the disclosure.

5.2 Obligations: The receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, or agents who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) apply at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than a reasonable degree of care.

5.3 Open Source: The parties acknowledge that the source code and materials intentionally released under an open source license are not Confidential Information to the extent they are published and distributed under such license.

6. Warranties; Disclaimers; Indemnification

6.1 Warranties: Provider warrants that (a) it has the full right, power, and authority to grant the rights granted herein, and (b) to the best of Provider's knowledge, the Contributions and Deliverables do not infringe third-party copyrights or patents. Provider further warrants that services will be performed in a professional manner consistent with industry standards.

6.2 Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE DELIVERABLES AND CONTRIBUTIONS ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6.3 Indemnification: Provider shall defend, indemnify and hold harmless Client from and against any third-party claim, demand, suit or proceeding alleging that the Contributions or Provider-delivered components infringe or misappropriate a third party's intellectual property rights, and shall pay any resulting final award, damages and reasonable attorneys' fees; provided that Client (a) gives prompt written notice of the claim, (b) permits Provider to control the defense and settlement of the claim, and (c) cooperates reasonably with Provider's defense.

7. Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or Provider's breach of the intellectual property representations and indemnification obligations, neither party shall be liable to the other for incidental, consequential, special, punitive or exemplary damages, even if advised of the possibility of such damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid or payable under this Agreement in the twelve (12) months preceding the claim.

8. Notices

Notices to Client (contact): Notices to Provider (contact):

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

10. Entire Agreement; Amendments

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

11. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Client may assign to an acquirer of substantially all of its assets related to this Agreement.

Client Printed Name:

By:

Date:

Provider Printed Name:

By:

Date:

What the Open Source Business Agreement Covers

The Open Source Business Agreement is a standardized commercial contract used when an organization distributes, licenses, or contributes open source software and related services to customers, partners, or third parties. It sets terms for licensing, intellectual property ownership, contribution handling, warranty disclaimers, indemnification, support obligations, and distribution rights. This agreement clarifies the permitted uses of code, the allocation of liability, and the handling of proprietary components versus open source components. It is commonly adapted by companies that develop software to combine open source and proprietary elements while managing compliance and commercial risk.

Why a Clear Agreement Matters

A clear Open Source Business Agreement reduces legal uncertainty, defines contribution workflows, and sets expectations for licensing, support, and liability. It helps organizations protect proprietary assets, comply with open source obligations, and reduce disputes over code ownership and permitted reuse.

Who Prepares and Signs This Agreement

Typical users who prepare or sign an Open Source Business Agreement include legal counsel, product managers, engineering leads, and procurement or business operations staff.

In-house legal: drafts license language, indemnity clauses, and contribution terms.
Engineering leads: identify third-party components, maintain compliance inventories, and document provenance.
Procurement and sales: ensure commercial terms align with licensing obligations and customer requirements.

Review and signature often require cross-functional approval to verify compliance with licensing, security, and commercial objectives.

Core Sections to Include in the Agreement

Core sections define licensing scope, IP ownership, contribution handling, warranties, indemnities, support, and distribution rights to reduce ambiguity and align commercial expectations.

License Scope

Specify which code is licensed under open source terms versus proprietary license, include permitted use cases, redistribution rights, and any license compatibility requirements and restrictions on sublicensing or redistribution in combined works.

IP Ownership

Clarify ownership of contributions, preexisting code, and newly created derivative works; include assignment language when necessary to transfer copyrights to the company and specify moral rights waivers where permitted.

Contributions

Define how external contributions are accepted, required contributor license agreements (CLAs) or developer certificates of origin (DCOs), and review processes for patent or license conflicts.

Warranties

State warranty disclaimers and limitations of liability, ensuring clear language that open source components are provided as-is and commercial warranties apply only to specified deliverables.

Indemnities

Allocate responsibility for third-party claims, specify defense obligations, control over settlement decisions, and any caps or carve-outs tied to insurance coverage and claim handling procedures including notice and cooperation requirements.

Support & SLA

Document support levels, response times, maintenance windows, update policies, and remedies for failure to meet service commitments, including termination triggers or credits and escalation procedures for critical defects.

Step-by-Step Execution Workflow

Follow these sequential steps to complete and execute an Open Source Business Agreement with minimal revisions and clear auditability.

01

Prepare Draft: Collect code lists, contributor records, and desired license terms.
02

Review Legal: Legal reviews IP, obligations, and indemnity language.
03

Confirm Parties: Verify legal names, signatory authority, and effective date.
04

Execute Agreement: Collect signatures and retain final executed copies.

Typical e-Signing Flow for This Agreement

Typical e-signature workflow for executing the agreement, from document preparation to signer authentication and final archival.

Upload Document: Add the agreement file and any exhibits.
Place Fields: Insert signature, initial, and date fields.
Authenticate Signer: Use email, SMS code, or stronger methods.
Complete & Archive: Send copies and retain audit trail for records.

How to Configure Your Online Signing Workflow

Set up fields, conditional logic, authentication, and routing before sending the Open Source Business Agreement for signature.

Field Name and Configuration Settings	How to configure each field and behavior
Signature and Date Field Settings	Required fields: signature plus date; validate format.
Conditional Clauses and Visibility Rules	Show or hide sections based on signer choices.
Authentication Method and Strength Options	Choose email, SMS, KBA, or SSO.
Routing Order and Parallel Workflows	Define signer sequence and allow parallel signing when needed.

Technical Requirements for eSubmission and Integration

Digital signing and eSubmission require compatible file formats, signer authentication options, and secure archival to meet legal and compliance needs.

File Formats: PDF, DOCX, and HTML supported
Integrations: Salesforce, NetSuite, Google Workspace available
Authentication: Email, SMS code, and advanced options

Comparing eSignature Vendors for This Agreement

Compare basic pricing and feature availability across common eSignature vendors when planning e-signature support for the Open Source Business Agreement.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	Varies by plan
HIPAA Compliant	Yes (BAA required)	Yes (BAA available)	Yes (BAA available)	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Security and Compliance Snapshot

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Certifications: ISO 27001, SOC 2 Type II, PCI DSS

HIPAA: Compliant; BAA available upon request

21 CFR Part 11: Compliance features for FDA-regulated records

ESIGN / UETA: Compliant — legal e-signature frameworks

Accessibility: WCAG 2.0 Level AA compliant

Common Risks and Potential Consequences

License Violation: Risk of copyright claims and injunctions

Indemnity Exposure: Financial liability for third-party claims

Void Assignments: Improper assignment may be unenforceable

Regulatory Fines: HIPAA or export control penalties possible

Loss of Rights: Failing to secure IP ownership risks loss

Contract Ambiguity: Leads to disputes and costly litigation

Frequently Asked Questions and Troubleshooting

Common questions and resolution tips for the Open Source Business Agreement, addressing signature methods, contribution handling, and evidence needed for compliance.

Need help? Contact support

Can the agreement be signed electronically in the U.S.?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Ensure intent, consent, attribution, and retention requirements are met. Some exceptions, such as wills or certain court filings, remain ineligible.
Is contributor IP automatically assigned?
Not automatically. Contributions should be governed by a CLA or explicit assignment clause. Without express assignment or license, contributors may retain copyright, complicating downstream licensing and enforcement. Use clear contributor agreements to avoid ownership disputes and preserve commercial licensing options.
Do open source licenses require disclosure?
It depends on the license. Permissive licenses generally impose few distribution notices; copyleft licenses like GPL require source availability and notices on distribution. The agreement should map obligations to distributed binaries and provide compliant attribution and source access where required.
Can a BAA be attached for HIPAA?
Yes. For healthcare use, include a Business Associate Agreement to satisfy HIPAA privacy and security obligations. A BAA should define permitted PHI uses, safeguards, breach notification, and the obligations of any subcontractors handling protected health information.
When is notarization required for this agreement?
Not typically required for commercial software agreements. Notarization or witnesses may be necessary for specific state filings or when transferring real property or executing documents affected by state formalities. Check state law for any notarization requirements that could affect enforceability.
How do I correct a signed agreement?
Use an amendment or mutual rescission signed by all parties. Do not alter an executed copy unilaterally. For electronic records, record the amendment with its execution metadata and retain original versions for audit trail and potential dispute resolution.

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