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I am the creator / main developer of a small sized open source (PHP) project (GPL3). Currently there is a development team of 3 people (me included). This team has been quite active for some time, but since almost 2 years not much has happened. I myself have decided I want to stop working on the project, but I can't just leave the project because I care about it and I know if I abandon it, it will just be a matter of time before the project completely dies. At this moment, there are still some users and the project is only slightly out-of-date.

So I'm thinking about selling the whole project. Of course I'd need to get consent of the other developers, but for now I'm assuming that's not a big problem. So at this moment I have 2 questions:

1) If the project would be sold to a commercial party, would it be possible for them to convert the project to closed source? I would prefer to sell the project to a company/organization that would continue the development under an open source license.

2) Does anyone have any tips to find interested parties? I don't know if I just want to put up a "For Sale" sign on the website of the project. Maybe someone has experience with a comparable situation.

Ok guys, thanks in advance!

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migrated from stackoverflow.com Jun 19 '11 at 12:38

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I note many answers contrast GPL (and Free Software/Open Source in general) with a commercial. GPL and all Free Software and most or all Open Source (not so sure about Open Source) licenses are commercial. The Opposite of Free Software is proprietary software. –  richard Jun 14 '12 at 21:36

4 Answers 4

IANAL, but my understanding is that it would be possible for a buyer to change to a commercial as long as all the people that contributed code that is on the latest revision would agree to that (normally as part of the purchase process). In short, nothing stops you from changing to have your projects under several licenses, e.g., Nokia's Qt, and that points to the direction that you could re-license it, with approval of your peers to a commercial license and sell the rights to license commercially to a third party.

The tips for interesting parties I would say that it is a harder topic, the usual thing is to go looking for companies that deliver products to the same market that your application is in. It is sometimes more successful to sell them the re-licensing along with your team's work on maintaining it or easing the transition.

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Of course I'd need to get consent of the other developers

As far as I know, if the contributors did not explicitly transfer their intellectual property to you, they are owner of the project just like you. Therefore, you don't need their consent but their involvement in the project, from which they will get an equitable part of the benefit you will get. Any non trivial contributions is concerned. AFAIK, bug fixes are not.

Many open source projects that became commercial software are outlaw today. But very few contributors knows it.

To avoid that problem, Novell in its FAQ required the contributors to agree to grant them the right to relicense the contribution of Mono Project under other licensing terms (including commercial).

Why does Novell require a copyright assignment?

When a developer contributes code to the C# compiler or the Mono runtime engine, we require that the author grants Novell the right to relicense his/her contribution under other licensing terms.

This allows Novell to re-distribute the Mono source code to parties that might not want to use the GPL or LGPL versions of the code.

Particularly embedded system vendors obtain grants to the Mono runtime engine and modify it for their own purposes without having to release those changes back.

In short: if you did not ask any IP transfer, they are all still owner of their own contribution.

1) If the project would be sold to a commercial party, would it be possible for them to convert the project to closed source? I would prefer to sell the project to a company/organization that would continue the development under an open source license.

If they get total ownership of the code, they can do whatever they want. But any company that used the open source code before will keep the right to use it.

2) Does anyone have any tips to find interested parties? I don't know if I just want to put up a "For Sale" sign on the website of the project. Maybe someone has experience with a comparable situation.

Contact companies that are in the same field as you by email. I have no doubt interested ones will contact you and make a proposal.

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I stand corrected in the involvement versus consent. –  celebdor Jun 19 '11 at 16:47
    
Surely the OP absolutely does need the other developers' consent, whether or not they stayinvolved. They own some of the source code. If I own something, it means I have to provide consent before it can be used. That's, well, the definition of ownership. It's up to those other developers to decide on what terms they provide the consent - whether they want financial compensation, whether they want to be involved, or whether they just say "yes" –  MarkJ Jun 15 '12 at 14:54
    
They are owner of their contributions only. So OP can remove those contributions. –  user2567 Jun 15 '12 at 14:56
    
Sure, but your answer says "you do not need their consent but their involvement". To me, that's just wrong. Or am I missing something –  MarkJ Jun 15 '12 at 14:57
    
When I wrote involvement, I meant a much stronger approach than their consent. In other words, I suggest that they should get a part of the money. English is not my native language, so may I ask you to edit the answer with a more appropriate sentence? –  user2567 Jun 15 '12 at 17:05

First: You can sell Free Software, no matter who you are. I can sell a copy of your software.

2nd: With the permission of all copyright holders (and any one else you have a promise/contract with), you can produce a proprietary licence. You can also sell this licence; This will be a project fork. However you can not stop people from continuing the project under the existing licence (the existing branch), though they will have to re-host it.

Alternatively you can tell us about it, and someone may get excited about it and take it over.

(I am not a lawyer, this is just my understanding)

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3  
Your understanding is correct, and props for resurrecting a question. Bonus points for pointing out that the OP is effectively creating a fork, and the original version is free to live or die as its users see fit. –  GlenH7 Jun 14 '12 at 21:45

Gnu Public Licence states, that every program, that has even the smallest part of code taken from GPL project, must itself be GPL.

The similar case was with iText. They have closed the licence starting from version 5.0, but in order to do that, they have rewritten the whole code base from scratch. Of course, most of the code was "inspired" by the previous version, but writing from scratch was required to change the licence.

But I would ask the other question. Your project is public open source, as I have understood? So, every developer from the whole world can participate in it? If so, and no one was interested, why do you think that some company would?

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