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Re: ISDA CDS Standard Model Public Licence v0.1

Walter Landry a écrit :
Ben Finney <ben+debian@benfinney.id.au> wrote:

This seems similar to the requirement in the GPL to display
"Appropriate Legal Notices".  However, it specifies the exact text
that must be used, so it is a bit more restrictive.  I do not know
what the ftpmasters will think of it.

As far as I understand it, it is not an "ideological" problem but rather a "practical" problem.

6. Indemnity for Use of ISDA CDS Standard Model in Derivative Works.

You hereby agree to indemnify Licensor for any liability incurred by the
Licensor as a result of the distribution, purchase, sale or use of Your
Derivative Work.

The view of the ftpmasters on indemnification are still a mystery to
me.  My copy of



  11. Indemnity. Recipient shall be solely responsible for damages
  arising, directly or indirectly, out of its utilization of rights
  under this License.  Recipient will defend, indemnify and hold
  harmless Silicon Graphics, Inc.  from and against any loss,
  liability, damages, costs or expenses (including the payment of
  reasonable attorneys fees) arising out of Recipient's use,
  modification, reproduction and distribution of the Subject Software
  or out of any representation or warranty made by Recipient.

so either xserver-xorg-video-v4l has to be removed or the ftpmasters
think it is ok.

First of all, I wish to state that I do not speak nor work for Markit. That being said, it seems to me that this is a different matter.

The X11 indemnification is "the user agrees". The ISDA CDS is "the (re)distributor agrees" which is a fundamentally different issue.

However, the intent is rather different, I believe (I'm not trying to push the licence forward, just to clarify things): This model is used to price CDS, which are, well, financial products that have burnt and will probably still burn many financial institutions. So they have a legitimate point in saying "if you fool around with our model, and distribute it to a client of yours, well do not hold us accountable".

Nonetheles, it seems to me that this applies only to Derivative Works, not to the original software itself. So it could possibly be OK to distribute within Debian only the original, while letting the recipients free to use, modify, redistribute derived works at will.

I agree it's very ugly, but a good try for a financial business.

9. Acceptance and Termination.

 (a) Except as provided in subparagraph (b) of this Paragraph, this
 License and the rights granted hereunder will terminate automatically
 if You fail to comply with terms herein and fail to cure such breach
 within 30 days of becoming aware of the breach.

(b) If, at any time, You expressly assented to this License, that assent
indicates your clear and irrevocable acceptance of this License and all
of its terms and conditions. If You distribute or communicate copies of
the ISDA CDS Standard Model or a Derivative Work, You must make a
reasonable effort under the circumstances to obtain the express assent
of recipients to the terms of this License.

This is a bigger issue.  Requiring explicit assent for licenses is not
something that Debian generally does.  It is possible to do it (the
sun-java packages require you to agree to the licence), but it is
unprecedented for a license in main.

Sure. Same as above: not an "ideological" issue, but a major "practical" issue.

10. Termination for Patent Action.

This License shall terminate automatically and You may no longer
exercise any of the rights granted to You by this License as of the date
You commence an action, including a cross-claim or counterclaim, against
Licensor or any licensee alleging that the ISDA CDS Standard Model or a
Derivative Work infringes a patent. This termination provision shall not
apply for an action alleging patent infringement by combinations of the
ISDA CDS Standard Model or a Derivative Work with other software or

I remember this kind of clause being controversial at one point, but I
think that the ftpmasters don't have a problem with it.

Again: not necessarily an "ideological" issue.

12. Miscellaneous.

This License represents the complete agreement concerning subject matter
hereof. If any provision of this License is held to be unenforceable,
such provision shall be reformed only to the extent necessary to make it
enforceable. This License shall be governed by New York law provisions
(except to the extent applicable law, if any, provides otherwise),
excluding its conflict-of-law provisions. With respect to disputes in
which at least one party is a citizen of, or an entity chartered or
registered to do business in, the United States of America: (a) unless
otherwise agreed in writing, all disputes relating to this
License(excepting any dispute relating to intellectual property rights)
shall be subject to final and binding arbitration, with the losing party
paying all costs of arbitration; (b) any arbitration relating to this
Agreement shall be held in New York City, under the auspices of JAMS/End
Dispute; and (c) any litigation relating to this agreement shall be
subject to the jurisdiction of the Federal Courts of the Southern
District of New York, with venue lying in New York County, with the
losing party responsible for costs, including without limitation, court
costs and reasonable attorneys fees and expenses. The application of the
United Nations Convention on Contracts for the International Sale of
Goods is expressly excluded. Any law or regulation which provides that
the language of a contract shall be construed against the drafter shall
not apply to this License.

Choice of law and venue.  Yucky.  The QPL has it (see, for example,
deal.ii), so ftpmasters must think it is ok.  I do not know of any
analogous "loser pays" provisions in any licenses in main.

Again. Not an "ideological" issue.

Walter Landry

I'm not trying to push this licence forward, as I mentionned earlier. Just wondering if it may be not too stupid to package it myself, in the hope of potentially seeing it in Debian one day, "practical" issues set aside.

I also wanted to have advice on this licence because I was surprised to see a licence on a financial software distributed by a financial company, that did seem to be free software. Borderline, perhaps, but nonetheless.

Thanks again.

     Guillaume Yziquel

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