Here is my understanding of the situation with respect to Citizendium:
1) The Citizendium Foundation (CF) operates a web site at
http://en.citizendium.org and CF invites authors (subject to approval) to help develop content for the site using wiki software as a development tool. The approval requirement for authors enables us to treat CF as a membership organization.
2) The web site's contents will be licensed to the general public in accord with some "open content" license yet to be determined. This license will govern the relationship between CF (and especially CF content) and the general public.
3) In addition to the license in (2), some type of "membership agreement" is necessary to govern the legal relations between CF and its authors (members).
Such membership agreements are nothing new. What is new are the wrinkles introduced by the use of wiki software with its radical collaboration possibilities. To the best of my knowledge, of the thousands of wikis on the web, none has a properly crafted overall development agreement with its contributors.
Note that it would be a mistake to regard the "license yet to be determined" statement as adequately characterizing the overall Membership Agreement. In fact, the external licensing clause which that staement authorizes would be just one part or section of the overall Membership Agreement and any authorization to CF to develop (within limits) the external licensing clause does not make any grant whatsoever with respect to the rest of the Membership Agreement.
The worst mistake would be to operate without any written agreement at all. As they say, "a bad agreement is better than a good lawsuit".
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There has been some discussion concerning the acquisition of a copyright by the Citizendum Foundation (CF). I am going to assume that there are three principal reasons as to why CF would want to obtain a copyright of some kind (apart from the general reason to clearly delineate the copyright situation):
1) to pursue business model strategies which may require them to commercialize CZ content;
2) to deal with possible infringement issues without the need to involve contributors (this in fact is one motivating reason behind FSF requesting copyright "assignment"); and
3) to position themselves to adopt licenses in the future as needed (within limits).
The following draft outline document contains a "grant of license" clause which should allow CF to accomplish its business goals while at the same time interfering as little as possible with the rights of authors (members).
In the "Membership Agreement" which follows, the basic model is that of a contract between an Author / Member and Citizendium Foundation. The Author, who creates a Work (his or her edits), then licenses that Work to CF using a license grant essentially identical to the license grant contained in the cc-by-sa-3.0 license of Creative Commons, with the Author retaining copyright over his/her own edits (the license grant is non-exclusive). CF is then additionally authorized to re-license the Work to the general public using some type of "open content" license. Note that the cc-by-sa-3.0 license itself does not permit sub-licensing. The proposed Membership Agreement specifically authorizes sub-licensing of CZ content to the general public (Section 5).
Some additional notes follow the draft outline.
First, a disclaimer. I am not a lawyer. What folows is not legal advice nor is it intended as legal advice. It is not intended to cover all of the issues related to this topic. It is intended to start a discussion regarding the overall structure of CF and its relationship to member-authors. Any final version of the Membership Agreement or other such document MUST be checked by a qualified attorney.
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MEMBERSHIP AGREEMENT (DRAFT OUTLINE)
SECTION 0: PREAMBLE
SECTION 1: DEFINITIONS
* the Work
* Member / Author (= Licensor)
* Citizendium Foundation (CF = Licensee)
* Citizendium (CZ = the Project)
* Open content (recommend using an operational definition)
SECTION 2: DESCRIPTION OF THE CITIZENDIUM PROJECT AND THE WORK BEING LICENSED
SECTION 3: COPYRIGHTS
All material (or content = the Work) created and posted by the Author / Member is copyrighted by the Author and made available to CF under the license grant of Section 4 and to the general public under the terms of the open content license selected by CF in accord with Section 5.
Unless otherwise agreed to explicitly in writing, the copyright to all such content created and posted by Author shall remain the property of the Author who retains the right to use the material in competing works or in any other way not at variance with the explicit terms of this Membership Agreement.
SECTION 4: AUTHOR'S LICENSE GRANT TO CITIZENDIUM
Subject to the terms and conditions of this License, Author hereby grants to CF a worldwide, royalty-free, non-exclusive, perpetual (for the duration of the applicable copyright), license to exercise the rights in the Work as stated below:
a) to Reproduce the Work, to incorporate the Work into one of more Collections, and to Reproduce the Work as incorporated in the Collections;
b) to create and Reproduce Adaptations provided that any such Adaptation, including any translation in any medium, takes reasonable steps to clearly label, demarcate or otherwise identify that changes were made to the original Work. For example, a translation could be marked "The original work was translated from English to Spanish," or a modification could indicate "The original work has been modified.";
c) to Distribute and Publicly Perform the Work including as incorporated in Collections; and,
d) to Distribute and Publicly Perform Adaptations.
For the avoidance of doubt:
* Non-waivable Compulsory License Schemes. In those jurisdictions in which the right to collect royalties through any statutory or compulsory licensing scheme cannot be waived, the Licensor reserves the exclusive right to collect such royalties for any exercise by You of the rights granted under this License;
* Waivable Compulsory License Schemes. In those jurisdictions in which the right to collect royalties through any statutory or compulsory licensing scheme can be waived, the Licensor waives the exclusive right to collect such royalties for any exercise by You of the rights granted under this License; and,
* Voluntary License Schemes. The Licensor waives the right to collect royalties, whether individually or, in the event that the Licensor is a member of a collecting society that administers voluntary licensing schemes, via that society, from any exercise by You of the rights granted under this License.
The above rights may be exercised in all media and formats whether now known or hereafter devised. The above rights include the right to make such modifications as are technically necesary to exercise the rights in orther media and formats. Subject to Section __, all rights not expressly granted by Licensor are hereby reserved.All rights not expressly granted by Licensor are hereby reserved.
SECTION 5: LICENSING OF CITIZENDIUM CONTENT TO GENERAL PUBLIC
Author and CF agree that material contributed by Author (the Work), in conjunction with other material contributed by other Authors is to be made available under the terms of a non-commercial open content license to be determined periodically and as deemed necessary by CF.
SECTION 6: LICENSE FEE, CONSIDERATION
In consideration of any edits made and contributed by Author (the Work), CF agrees to publish such edits and to make them available for vetting by recognized experts, as determned by CF, in the subject area corresponding to the edits. No monetary fee shall be required as consideration.
SECTION 7: WARRANTY AND INDEMNIFICATION
Author warrants and represents to CF and all other Authors that his/her contributions to the Project are original (or that appropriate releases have been obtained and paid for) and do not libel or otherwise violate any right of any person or entity, including but not limited to rights of copyright, privacy, or publicity.
Author and CF each indemnify and hold the other harmless from and against any and all claims, actions, liability, damages, costs, and expenses, including reasonable legal fees and expenses, incurred by the other as a result of the breach of such warranties, representations, and undertakings.
SECTION __: TERMINATION
SECTION __: INCOME AND EXPENSES
SECTION __: AGENCY
SECTION __: AUTHORSHIP CREDIT
SECTION __: ASSIGNMENT
SECTION __: TERM, RESCISSION
SECTION __: INDEPENDENT PARTIES
SECTION __: INFRINGEMENT
SECTION __: GENERAL PROVISIONS
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ADDITIONAL NOTES
Since the material is to be published on the web, a worldwide grant is necessary. The words "royalty-free" are what enable CF to commercialize the material. The language is from cc-by-sa-3.0 and I have wondered why the words "commercial or non-commercial" are not included just to be explicit. It appears that they could be so added without raising any legal difficulties.
The grant is "perpetual (for the duration of the applicable copyright)". After that, the material is public domain. It would not do for the CZ web application to have the grant time limited.
Finally, the grant is non-exclusive. This means that the licensor is free to offer the material elsewhere, for example, to post it on another wiki. If the grant were exclusive, there would also be a problem if the material were relicensed (as is intended) as open content. That would seem to undercut the exclusivity automatically. Also, if it were an exclusive and I (for example) posted some Highland Games related material to CZ, I could not then use that same material on the HG wiki, unless I posted it there first, I suppose. Even in that latter case, since HG wiki is under GFDL, its posting to CZ under an exclusive license would seem to violate the GFDL and thus automatically forfeit usage rights by CZ to it. Again, an exclusive license needs to be in writing and signed, though that leaves open the question as to what constitutes a writing and a signiture. Exclusive licensing (copyright transfer) opens up a lot of legal issues which are unnecessary to accomplish your purpose.
Ordinarily, an exclusive will be offered to a print publication as they don't want to be in a position where their competitors have the same material. That doesn't seem to apply to a wiki where the content will be open content licensed.
The above does not yet contain specific language defining the copyright situation of the article as a whole in contrast to an individual's edits to the articles.
I used the words "non-commercial" is section 5 because if commercial sub-licensing is allowed, then it would make sense to just have all Member edits licensed cc-by-sa-3.0 or something similar.
Section 5 depends upon the meaning of "open content" which is defined in Section 1.
The subject of juveniles (under 18 years of age) requires special consideration since they are not legally competent to enter into contracts.
