November 10, 2003

When is an NDA not an NDA?

The authors of the WS-SecureConversation and WS-Trust specifications are organizing an interop workshop to test implementations of those specs from multiple vendors on 18-19 Nov 2003 in Mountain View, CA. As with all interop workshop events, anyone with an implementation of these specs is welcome to attend.

The following day on 20th Nov 2003, there will also be a feedback workshop on the WS-Federation spec in the same location, and this is open to anyone.

One of the major requirements to attend these workshop events is to have signed a feedback legal agreement (included in the invite pack), and there still seems to be some confusion around about what that is, why it is necessary, and what the terms of that agreement actually cover. I guess this is understandable, because it's nearly 2 pages of legal gobbledygook which causes most people's eyes to glaze over half way through the first sentence! So let me try to decode it a little for you.

What is this feedback agreement? - It's a legal agreement that allows the spec authors to legally use the comments and feedback information they receive as part of the workshop consultations.

Why is this feedback agreement necessary? - Put simply, it is needed to ensure the specs remain free of encumbrances that would prevent them being released as royalty-free. It gives the spec authors the right to actually use and incorporate the feedback without any dangling intellectual property claims being dragged in to the specs.
Here's the one sentence summary we use on the above workshop description pages:

The purpose of the feedback agreement is to ensure that everyone involved in influencing the specifications is committed to keeping the specification royalty free.

Isn't this an NDA? - I have heard some people describe the agreement as an NDA, but that's not really a very good categorization at all. The feedback agreement does contain some wording that limits what people can disclose about the event, but the purpose is to respect the privacy rights of participants (many of whom may have brought pre-beta code to the event) rather than any attempt at Draconian non-disclosure restrictions. Here's the exact wording, so you can see:

Participant is expected to respect the privacy of others since, for example, other participants may be working with pre-release code. Results of each testing session in the Interop Workshops are not intended to be publicly posted. By participating in a Workshop, Participant agrees not to disclose, comment on or otherwise characterize, in any manner, the results of the interoperability testing or of the operation of any other participant's products or applications tested at the Interop Workshop without such other participant's prior written consent.

No doubt some people will still try to paint this as Microsoft and/or IBM playing "Big Brother" and trying to restrict what people can say about workshops, but that is not the intent of the agreement at all. Let me repeat - the overriding principle here is respect for the participants, within a legal framework that prevents encumbrances and intellectual property claims being added to the specs through comments and feedback provided, so that the specs can ultimately be released on a royalty-free basis.

That last statement may come as a bit of a shock to our competitors out there who always like to portray Microsoft as the "Evil Empire", so we have even gone out on a limb to make the RF commitment for Interop specs stated in the Gates/Mills demo in New York in September even more visible by including a new entry on the Workshops FAQ page:

11. What licenses will be available for the specifications?
Microsoft intends to submit completed specifications to a standards-setting organization. Microsoft is also committed to license necessary technology on a royalty-free basis.

So, if someone still has a problem with signing the workshop feedback agreement, then I think I must seriously question why that is, because it can't possibly have anything to do with the oft-quoted notion of support for royalty-free standards!

Note: as always with legal matters, you need to consult your Company's Legal Council for official advice about this feedback agreement rather than just taking my word for it, but they will confirm what I have stated above - even though IANAL (I am not a lawyer). A lot of work has gone into getting the balance right in this legal agreement, and I for one think we have achieved that.

Entry categories: Microsoft Standards Web Services
Posted by Jorgen Thelin at November 10, 2003 09:45 PM - [PermaLink]
Traceback List
WS-Federation feedback session
Excerpt: I'll be representing BEA at the public WS-Federation feedback session on Nov 20 in Mountain View, filling in for co-worker Hal Lockhart. Yes, yes, I was co-author of the Liberty Alliance specs while at Sun. These days I'll primarily focused on Java API...
Weblog: John Beatty
Tracked: November 11, 2003 11:25 PM