Readium Foundation Governance and LIcensing

The Readium Foundation is a Delaware USA non-profit membership association applying for 501(c)(6) status. Readium Foundation will initially oversee three related projects; Readium Web (the continuation of the original browser-based Readium codebase), Readium SDK (a native-code-centric tablet-optimized EPUB 3 rendering engine), and a new lighweight DRM technology. The following is information about expected Readium Foundation governance, all of which is preliminary and subject to change.

Member organizations who wish to participate at the highest tier initially contemplated will be assessed a $30,000 joining fee, which may be reduced or waived based on contributions. These members will receive a commercial-friendly license to Readium SDK code as further detailed below. Member organizations who do not require this license can instead be assessed a $5,000 joining fee.
 
Annual membership dues (tentatively $1,000 per organization) after the first year will be optional. Membership will enable the option to use the Readium logo, extend any commercial-friendly license to minor updates, and voting in Board elections and on other issues.
 
The primary goal of the dual-license structure for Readium SDK is solely incent commercial adopters to make significant contributions to the codebase (whether financial or in code or development resources) rather than be "free riders". Unlike many other dual-license models in the open source world, it is not intended to be a significant revenue generator. The expectation is that contribution of approximately 3 person-months of development work would result in waiving of 100% of the $30,000 joining fee, but this will be determined on a case by case basis, and contributions of previously developed code may also provide a "credit".
 
The commercial-friendly license to Readium SDK granted to members will be perpetual (subject to compliance obligations), and BSD-style  (changes made by licensees need not be published, and licensed code can be freely combined with licensee SW). Licensees will be authorized to distribute Readium SDK object code on an unlimited basis through multiple tiers of distribution. Licensees will be authorized to sublicense source *for licensee additions/modifications only*, to one level of redistribution (sublicensees that need to adapt or port the Readium SDK core code, or to themselves redisrtribute source, will need to become Readium Foundation members and receive the commercial-friendly license).
 
Members will automatically receive the commercial-friendly license to all minor upgrades to Readium SDK. On a major upgrade the Foundation may decide to ask for a new one-time payment as quid pro quo for commercial-friendly license to it, or adjust membership fee structure. Note that Readium Web is already licensed via the commercial-friendly BSD license and this will be retained and used as well for any components shared between Readium Web and Readium SDK.
 
Compliance obligations will be lightweight, primarily an obligation to not create incompatibilities vs. the relevant specs. We do not plan a full certification process that would be a "gate" on licensee's ability to ship products. Submitting test results to the Foundation may be required and the Foundation would retain the right to disallow use of the Readium logo in association with products that do not meet its standards.
 
Readium SDK will remain modular and agnostic relative to DRM technologies, and it is a goal that existing commercial eBook DRM(s) can be integrated with Readium SDK renderer. An optional new DRM solution, being separately developed as a sub-project (and potentially other optional modules) would carry additional license terms TBD. The DRM licensee fee, assuming we don't decide to license any patents or otherwise take on major ongoing costs of maintenance, would be expected to be a modest additional annual fee, perhaps two separate fees, one for those building client SW/devices, another for those distributing content. We might tier it based on revenue or transaction volumes but want to keep it simple and affordable.
 
Contributor status at the "github" level will be individual-based and entirely separate from organizational membership, and will be managed by the developer team in a meritocratic manner as is typical for open source projects. Contributors will need to sign a Contributor License Agreement (CLA) that grants Readium Foundation a license to contributions (the contributing organization/individual will retain copyright to contributions).. Our CLA will be based on the Apache SW Foundation CLA (http://www.apache.org/licenses/icla.txt).