Sun Microsystems and Plain Drafting

Sun Microsystems, like other corporations that are involved in the development and use of open source software, requires those who contribute to their efforts to sign contribution agreements that set out the terms of their relationship. Sun’s general counsel, Mike Dillon, has a great piece on his blog, The Legal Thing, about these contribution agreements and how they ought to be “a model of simplicity and clarity.”

A man of his word, Dillon put a team onto the redrafting of Sun’s contribution agreement, with the result that most anyone who is literate can now understand it. Take a look at it [PDF] and see what you think. In my opinion it’s pretty good but could still stand improvement. Some of the terminology is unnecessarily legalese (“you hereby assign to us joint ownership”) and there are too many of those bump bump bump noises that synonyms make when bouncing down the legal staircase (“you keep all right, title, and interest” “assignment is or becomes invalid, ineffective or unenforceable”).

Interesting, too, is the FAQ that accompanies the agreement. I’m no contract lawyer (IANACL) but I wonder if such a FAQ might not be read into the agreement it explains, at least under certain circumstances.

This bit of redrafting is not a one-off for Sun. Dillon regularly encourages his lawyers to keep it plain and simple, something he’s blogged about before, giving what to my mind is a much better example of the replacement of bafflegab by straightforward language.