[cabfpub] Discussion Draft for Revisions to Bylaws

Ben Wilson ben at digicert.com
Tue Nov 12 19:25:54 UTC 2013

See my responses inline below.

>-----Original Message-----
From: public-bounces at cabforum.org [mailto:public-bounces at cabforum.org] On
Behalf Of Gervase Markham
Sent: Tuesday, November 12, 2013 10:12 AM
To: Ben Wilson; 'CABFPub'
Subject: Re: [cabfpub] Discussion Draft for Revisions to Bylaws
>On 07/11/13 13:57, Ben Wilson wrote:
>> a) Change to a "major global" requirement. What are we worried about 
>> when we make this change? The influx of many small Android browsers? A 
>> while ago, KDE was an active member due to Konqueror. Would they 
>> qualify under the new rules?
>So, to understand: why did you decide to say "major global"? What is the
risk you are guarding against?

As you stated, an "influx of many small Android browsers" or any other kind
of numerous small browser developers.  As stated in my email of October 10
with references to past discussions, the size of the browser should be a
relevant consideration.   Several producers of "a software product intended
for use by the general public to browse" or under the expanded group of
software "[that] authenticates digitally signed computer code" dramatically
shift the current conditions.  I am acting as scribe, more or less, to what
I perceive is the concern of a majority of members--I might be wrong, in
which case we'd need to determine the sentiment of the group. 

>> * This draft brings everyone under the existing IPR agreement. I would 
>> like to see a simpler IPR agreement, designed for individuals and 
>> those who do not hold patents, but I agree that until we have that 
>> there is no point referencing a separate non-existent agreement!
>I'm not asking you to find one; that was an observation, not a request for
action :-)

That's fine.  I started down that road before (and I did again after the
last meeting).  I keep hitting a dead end because I must incorporate by
reference the IPR Policy, which many have complained is not lightweight
enough.  Nevertheless, here is my most recent iteration:

The purpose of this Agreement is to facilitate the CA / Browser Forum's
intent to make its Guidelines broadly available for implementation by others
pursuant to its CAB Forum Royalty-Free License under its Intellectual
Property Rights Policy (the "IPR").   Capitalized terms used herein are
defined in the IPR, which is incorporated herein by reference.  Once you
make a Contribution, you warrant and represent continuously that: (a) you
participate solely as an unaffiliated individual without legal obligation
whatsoever to assign any intellectual property rights (e.g., inventions,
patents, etc.) to any third party (as an employee, independent contractor,
etc.) that would preclude or limit:  (i) participating in any Working Group;
(ii) making any Contributions to any Guideline; or (iii) granting rights in
(or making commitments related to) intellectual property in any
Contribution; (b) you have the unfettered right to make any Contributions
fully in accordance with the IPR; and (c) you have full power and authority
to enter into this Agreement, to render any performance, and to grant any
rights and licenses in accordance with this Agreement.  The term of this
Agreement begins upon your execution and delivery of it to the Chair of the
CA/Bowser Forum and continues until terminated. The CA/Browser Forum may
terminate this Agreement at any time if: (a) all work has ceased developing
or maintaining Guidelines; or (b) you confirm in writing your intent to
cease participating (e.g., by withdrawing as provided in the IPR).   You may
terminate this Agreement at any time, for any reason or no reason, on seven
days notice.  No termination, however, will diminish your obligations under
the IPR concerning any Contribution, and all applicable IPR sections
concerning the same shall survive any termination of this Agreement.  This
Agreement may be executed in counterpart.  Each party agrees to comply with
all applicable laws, rules, and other requirements (including antitrust
laws) of governments having jurisdiction. All rights and remedies under this
Agreement are cumulative. Each party is an independent contractor to the
other and may not act on behalf of or bind the other. Nothing in this
Agreement may be construed as creating any other relationship such as
employment, partnership, or joint venture.  If any term of this Agreement is
found unenforceable, the remainder will be fully enforced to effect the
parties' intent. Third parties that implement any Guideline are intended
third-party beneficiaries of your obligations under the IPR.  This Agreement
and the IPR constitute the parties' entire agreement on this subject and
merge into and supersede all related prior or contemporaneous communications
and agreements. This Agreement may only be modified in a writing signed by
both parties.

Date _____________


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