[License-review] CeCILL license V2.1 for Approval

Patrick Moreau patrick.moreau at inria.fr
Mon Feb 27 14:24:20 UTC 2012


*Motivations for Cecill 2.1 licence Approval*

Dear all,



We wish to submit the CeCILL license v.2.1 for approval by OSI. An HTML version of the license in English can be found herewith attached.

  

France  isEurope's largest market for open source software with a market worth €2.4 billion in 2011, according to consultancy Pierre Audoin Conseil [/Pierre Audoin Consultants (PAC), Le logiciel libre ne connaît pas la crise, 11 mars 2010]/  as shown in Figure below.

  

  

Figure: Breakdown of theOSS  market by country, PAC

  

  

An American study published in April 2009 by the Georgia Technology Institute in collaboration with RedHat/[D. S. Noonan, P. M. Baker, and N. W. Moon. Open source software potential index: Development considerations.http://www.redhat.com/f/pdf/OSSI_Research.pdf, 2008]/  evaluatesFrance  as the country that is most favourable to the development ofOSS.

  

CEA, CNRS and Inria continue to demonstrate a commitment to free software. Convinced that free software has a vital role to play in the development of the digital society, and with plenty of experience behind it, CEA, CNRS and Inria are strengthening their policy in the field, particularly with a view to technology transfer.

  

We remind everybody that we submitted the CeCILL license v.2.0 in 2005 
but our request had been rejected because of unclear source distribution 
language. You can find all the discussions from 2005 at 
http://osdir.com/ml/licenses.open-source.general/2005-06/threads.htmland 
http://osdir.com/ml/licenses.open-source.general/2005-09/threads.html.

We have understood arguments and decided to write a modified version of 
the CeCILL license (v.2.1), notably in order to clarify the obligation 
to provide source code (articles 5.3.1 and 5.3.2). This is this modified 
version that we would like to submit today.

The three required sections for the submission of the CeCILL license 
v.2.1 are at the end of this message, as well as the analysis for the 
three criteria.

The team who wrote CeCILL (composed of lawyers, software engineers and 
computer scientists) will welcome all your comments and answer your 
questions.

Best regards,

Patrick Moreau

Patrick.moreau at inria.fr <mailto:Patrick.moreau at inria.fr>


- _Part one: The existing OSI-approved license that is most similar to 
CeCILL: _

__

Since 2005, the GNU GPL stays the most similar OSI approved license to 
CeCILL. The publication of the GPL license v.3 doesn’t change the 
similarity between the 2 licenses.

Nevertheless, since 2005, we have noted 2 others licenses similar to 
CeCILL:

-The Affero GPL license v.3

-The EUPL v.1.1.

As CeCILL license, all these licenses have the same aim of maintaining 
the distribution of software, including modified software, under the 
same or similar open source license. These similarities are on the 
principles: from a legal point of view, CeCILL license v.2.1 is really 
different.


_Why this license was not sufficient for our needs:_

At first, these licenses don’t clearly refer to an applicable law. We 
believe that it’s as necessary for open source licenses to refer to an 
applicable law as for others type of agreements because it reduces legal 
uncertainties for companies: in case of litigation, the dispute can be 
easily analyzed by lawyers and companies don’t have to wait for the 
judge decision to know which the applicable law is.

Moreover, theses licenses are not, in our opinion, sufficiently clear on 
developments which shall be keep under the same license:

-In GPL v.3 and Affero GPL v.3 the difference between the covered works 
and an aggregate is not simple to understand in all cases /(“//A 
compilation of a covered work with other separate and independent works, 
which are not by their nature extensions of the covered work, and which 
are not combined with it such as to form a larger program, in or on a 
volume of a storage or distribution medium, is called an “aggregate” if 
the compilation and its resulting copyright are not used to limit the 
access or legal rights of the compilation's users beyond what the 
individual works permit. Inclusion of a covered work in an aggregate 
does not cause this License to apply to the other parts of the 
aggregate.”)/;

-the “derivatives works” in the EUPL v.1.1 are defined as /“the works or 
software that could be created by the Licensee, based upon the Original 
Work or modifications thereof. This Licence does not define the extent 
of modification or dependence on the Original Work required in order to 
classify a work as a Derivative Work; this extent is determined by 
copyright law applicable in the country mentioned in Article 15”/. This 
definition undertakes users to search themselves for each software 
program distributed under EUPL v.1.1 which is the applicable law and, in 
this law, which is the meaning of a derivative work.

Furthermore in terms of compatibility, the EUPL doesn’t include the GNU 
GPL v3 on its compatibility clause list having these two licenses 
“copyleft” provisions in conflict.

However, CeCILL includes a provision that allows the distribution of its 
code within code covered by GNU GPL, making it explicitly compatible 
with any version of the GNU GPL including the v3.

We also believe that CeciLL covers many details of software law, such as 
the right to translate,provides efficient and detailed provisions about 
using rights, distribution rights, warranties and responsibility.

CeciLL also provides a satisfying solution to issues on moral rights of 
the authors and compatibility with other licenses.

According to these developments, we believe that CeCILL is safer from a 
legal point of view.


- _Part two: How software distributed under your license can be used in 
conjunction with software distributed under other open source licenses:_

Software distributed under CeCILL license v.2.1 can be used freely with 
other open source licenses. This license contains no restrictions as to 
possibleuse together with other software.
CeCILL provides, since its version 2.0, a special exception for the GPL 
license. In its version 2.1, we add another special exception: when a 
work covered by CeCILL is combined with a work covered by Affero GPL, 
the Affero GPL takes precedence (see clause 5.3.4 of CeCILL).

_Software licenses that are entirely incompatible with CeCILL:_


Any software licenses that are entirely incompatible with the GNU GPL.


_- Part three: _the plain text of CeCILL v.2.1 follows.__

Concerning the three criteria here is our analysis:

_1. The license must not be duplicative_

__

CeCILL v.2.1 retains the principles of the GNU GPL but it cannot be seen 
as duplicative for the following reasons. We believe that CeCILL is 
worth adding as an Open Source license because it addresses the 
corresponding problems not addressed by the GPL: better and safer legal 
foundation (at least in Europe), better protection of the programmer and 
clearer mechanisms:

- from a legal point of view, at least by referring to a specific law, 
CeCILL is very different. Moreover, the liability clause of CeCILL is 
taking into account consumer's rights effectively to provide the minimum 
level of liability for the programmer

- for developers, the notions of "covered work" and “aggregate” are 
different than the mechanism of“external modules” and “internal modules” 
more flexible. With CeCILL, the programmer can choose to develop an 
internal module if he wants to distribute its development under CeCILL 
but he still has the choice to develop an external module if he prefers 
to choose another license for this module.

To elaborate more on the better legal safety:

- The mention of a (reasonable) applicable law considerably reduces the 
risk of having a judge declare some provisions of the license invalid or 
interpret some provisions differently from the intent of the authors of 
the license. The Munich court that examined in 2004 the GPL determined 
that German law should apply but nevertheless was not able to tell 
whether some clauses of the GPL are really valid or not (according to 
the German Copyright Act). That examplifies legal risks of the GPL, at 
least in Europe.

Even if CeCILL is submitted to the French Law, it was written to be 
conformant to the relevant European directives and regulations 
(directive on the legal protection of computer programs, directive on 
unfair terms in consumer contracts, directive on the approximation of 
the laws, regulations and administrative provisions of the Member States 
concerning liability for defective products, convention on the law 
applicable to contractual obligations, and regulation on jurisdiction 
and the recognition and enforcement of judgments in civil and commercial 
matters). That makes it as close as possible to what a multinational 
(European) license can be now.

2. The license must be clearly written, simple, and understandable.

Although CeCILL has been written and reviewed by lawyers, it has been 
designed to be read and understood by a programmer (computer scientists 
and software engineers were indeed part of the team that wrote the 
license). Note that although the text of CeCILL is significantly longer 
than the text of other Open Source licenses, we believe that it makes 
CeCILL much clearer than most shorter licenses.

We now have more than 6 years experience with the version 2 of CeCILL 
that has been debated by various non legal Open Source Software users 
and we collected a lot of feedback from programmers.

As recommended by OSI board in 2005, we choose to modify articles 5.3.1 
and 5.3.2 of CeCILL v.2.1 in order to clarify the obligation of the 
licensee to allow access to the source code in the event that only the 
object code of the software is redistributed. CeCILL v.2.1 provides that:

-the Licensee undertakes to allow effective access to the full source 
code of the software,

-this obligation is limited in time : at least 3 years from the 
distribution of the modified software.

3. The license must be reusable.

CeCILL is clearly reusable (it has not been designed for a specific 
Program or specific licensees or licensors)

------------- CeCILL annotated text begins here --------------------


  CeCILL FREE SOFTWARE LICENSE AGREEMENT V2.1


    Notice

This Agreement is a Free Software license agreement that is the result 
of discussions between its authors in order to ensure compliance with 
the two main principles guiding its drafting:

  * firstly, compliance with the principles governing the distribution
    of Free Software: access to source code, broad rights granted to users,
  * secondly, the election of a governing law, French law, with which it
    is conformant, both as regards the law of torts and intellectual
    property law, and the protection that it offers to both authors and
    holders of the economic rights over software.

The authors of the CeCILL^1 <#footnote1>license are:

Commissariat à l'Energie Atomique et aux énergies alternatives - CEA, a 
public scientific, technical and industrial research establishment, 
having its principal place of business at 25 rue Leblanc, immeuble Le 
Ponant D, 75015 Paris, France.

Centre National de la Recherche Scientifique - CNRS, a public scientific 
and technological establishment, having its principal place of business 
at 3 rue Michel-Ange, 75794 Paris cedex 16, France.

Institut National de Recherche en Informatique et en Automatique - 
INRIA, a public scientific and technological establishment, having its 
principal place of business at Domaine de Voluceau, Rocquencourt, BP 
105, 78153 Le Chesnay cedex, France.

##### This Note does not interact with the OSD (Open Source Definition).


    Preamble

The purpose of this Free Software license agreement is to grant users 
the right to modify and redistribute the software governed by this 
license within the framework of an open source distribution model.

The exercising of these rights is conditional upon certain obligations 
for users so as to preserve this status for all subsequent redistributions.

In consideration of access to the source code and the rights to copy, 
modify and redistribute granted by the license, users are provided only 
with a limited warranty and the software's author, the holder of the 
economic rights, and the successive licensors only have limited liability.

In this respect, the risks associated with loading, using, modifying 
and/or developing or reproducing the software by the user are brought to 
the user's attention, given its Free Software status, which may make it 
complicated to use, with the result that its use is reserved for 
developers and experienced professionals having in-depth computer 
knowledge. Users are therefore encouraged to load and test the 
suitability of the software as regards their requirements in conditions 
enabling the security of their systems and/or data to be ensured and, 
more generally, to use and operate it in the same conditions of 
security. This Agreement may be freely reproduced and published, 
provided it is not altered, and that no provisions are either added or 
removed herefrom.

This Agreement may apply to any or all software for which the holder of 
the economic rights decides to submit the use thereof to its provisions.

Frequently asked questions can be found on the official website of the 
CeCILL licenses family (http://www.cecill.info/index.en.html). This FAQ 
is available for any necessary clarification.

##### This Preamble does not interact with the OSD. The mention of 
"reserved for developpers and experienced users" does not contradict 
condition 5 as it is a warning (for liability and guarantee, with 
respect to French law) and not a prohibition of use.


    Article 1 - DEFINITIONS

For the purpose of this Agreement, when the following expressions 
commence with a capital letter, they shall have the following meaning:

Agreement: means this license agreement, and its possible subsequent 
versions and annexes.

Software: means the software in its Object Code and/or Source Code form 
and, where applicable, its documentation, "as is" when the Licensee 
accepts the Agreement.

Initial Software: means the Software in its Source Code and possibly its 
Object Code form and, where applicable, its documentation, "as is" when 
it is first distributed under the terms and conditions of the Agreement.

Modified Software: means the Software modified by at least one 
Contribution.

Source Code: means all the Software's instructions and program lines to 
which access is required so as to modify the Software.

Object Code: means the binary files originating from the compilation of 
the Source Code.

Holder: means the holder(s) of the economic rights over the Initial 
Software.

Licensee: means the Software user(s) having accepted the Agreement.

Contributor: means a Licensee having made at least one Contribution.

Licensor: means the Holder, or any other individual or legal entity, who 
distributes the Software under the Agreement.

Contribution: means any or all modifications, corrections, translations, 
adaptations and/or new functions integrated into the Software by any or 
all Contributors, as well as any or all Internal Modules.

Module: means a set of sources files including their documentation that 
enables supplementary functions or services in addition to those offered 
by the Software.

External Module: means any or all Modules, not derived from the 
Software, so that this Module and the Software run in separate address 
spaces, with one calling the other when they are run.

Internal Module: means any or all Module, connected to the Software so 
that they both execute in the same address space.

GNU GPL: means the GNU General Public License version 2 or any 
subsequent version, as published by the Free Software Foundation Inc.

*GNU Affero GPL*: means the GNU Affero General Public License version 3 
or any subsequent version, as published by the Free Software Foundation Inc.

Parties: mean both the Licensee and the Licensor.

These expressions may be used both in singular and plural form.

##### This article does not interact with the OSD.


    Article 2 - PURPOSE

The purpose of the Agreement is the grant by the Licensor to the 
Licensee of a non-exclusive, transferable and worldwide license for the 
Software as set forth in Article 5 <#scope>hereinafter for the whole 
term of the protection granted by the rights over said Software.

##### This article does not interact with the OSD.


    Article 3 - ACCEPTANCE

3.1 The Licensee shall be deemed as having accepted the terms and 
conditions of this Agreement upon the occurrence of the first of the 
following events:

  * (i) loading the Software by any or all means, notably, by
    downloading from a remote server, or by loading from a physical medium;
  * (ii) the first time the Licensee exercises any of the rights granted
    hereunder.

3.2 One copy of the Agreement, containing a notice relating to the 
characteristics of the Software, to the limited warranty, and to the 
fact that its use is restricted to experienced users has been provided 
to the Licensee prior to its acceptance as set forth in Article 3.1 
<#accepting>hereinabove, and the Licensee hereby acknowledges that it 
has read and understood it.

##### This article interact with condition 10. We believe this article 
fulfills the requirement of condition 10 by not imposing specific ways 
to accept the license.


    Article 4 - EFFECTIVE DATE AND TERM


      4.1 EFFECTIVE DATE

The Agreement shall become effective on the date when it is accepted by 
the Licensee as set forth in Article 3.1 <#accepting>.


      4.2 TERM

The Agreement shall remain in force for the entire legal term of 
protection of the economic rights over the Software.

##### This article does not interact with the OSD.


    Article 5 - SCOPE OF RIGHTS GRANTED

The Licensor hereby grants to the Licensee, who accepts, the following 
rights over the Software for any or all use, and for the term of the 
Agreement, on the basis of the terms and conditions set forth hereinafter.

Besides, if the Licensor owns or comes to own one or more patents 
protecting all or part of the functions of the Software or of its 
components, the Licensor undertakes not to enforce the rights granted by 
these patents against successive Licensees using, exploiting or 
modifying the Software. If these patents are transferred, the Licensor 
undertakes to have the transferees subscribe to the obligations set 
forth in this paragraph.

##### This interacts with condition 6 of the OSD. It fulfills condition 
6 ("any or all use").


      5.1 RIGHT OF USE

The Licensee is authorized to use the Software, without any limitation 
as to its fields of application, with it being hereinafter specified 
that this comprises:

1.permanent or temporary reproduction of all or part of the Software by 
any or all means and in any or all form.

2.loading, displaying, running, or storing the Software on any or all 
medium.

3.entitlement to observe, study or test its operation so as to determine 
the ideas and principles behind any or all constituent elements of said 
Software. This shall apply when the Licensee carries out any or all 
loading, displaying, running, transmission or storage operation as 
regards the Software, that it is entitled to carry out hereunder.

##### This interacts with condition 6 of the OSD. It fulfills condition 
6 ("any or all use").


      5.2 ENTITLEMENT TO MAKE CONTRIBUTIONS

The right to make Contributions includes the right to translate, adapt, 
arrange, or make any or all modifications to the Software, and the right 
to reproduce the resulting software.

The Licensee is authorized to make any or all Contributions to the 
Software provided that it includes an explicit notice that it is the 
author of said Contribution and indicates the date of the creation thereof.

##### This interacts with condition 3 of the OSD, fulfilling its first 
part (allowing modifications and derived work).


      5.3 RIGHT OF DISTRIBUTION

In particular, the right of distribution includes the right to publish, 
transmit and communicate the Software to the general public on any or 
all medium, and by any or all means, and the right to market, either in 
consideration of a fee, or free of charge, one or more copies of the 
Software by any means.

The Licensee is further authorized to distribute copies of the modified 
or unmodified Software to third parties according to the terms and 
conditions set forth hereinafter.

##### This interacts with condition 1, 3 and 7, partially fulfilling 
them (see 5.3.1 and 5.3.2 for the entire fulfillment).


        5.3.1 DISTRIBUTION OF SOFTWARE WITHOUT MODIFICATION

The Licensee is authorized to distribute true copies of the Software in 
Source Code or Object Code form, provided that said distribution 
complies with all the provisions of the Agreement and is accompanied by:

1.a copy of the Agreement,

2.a notice relating to the limitation of both the Licensor's warranty 
and liability as set forth in Articles 8 and 9,

and that, in the event that only the Object Code of the Software is 
redistributed, the Licensee allows effective access to the full Source 
Code of the Software for a period of at least three years from the 
distribution of the Software, it being understood that the additional 
acquisition cost of the Source Code shall not exceed the cost of the 
data transfer.

##### This interacts with conditions 1, 2 and 7 of the OSD. It fulfills 
these conditions.


        5.3.2 DISTRIBUTION OF MODIFIED SOFTWARE

When the Licensee makes a Contribution to the Software, the terms and 
conditions for the distribution of the resulting Modified Software 
become subject to all the provisions of this Agreement.

The Licensee is authorized to distribute the Modified Software, in 
source code or object code form, provided that said distribution 
complies with all the provisions of the Agreement and is accompanied by:

1.a copy of the Agreement,

2.a notice relating to the limitation of both the Licensor's warranty 
and liability as set forth in Articles 8 and 9,

and, in the event that only the Object Code of the Modified Software is 
redistributed,

3a note stating the conditions of effective access to the full Source 
Code for a period of at least three years from the distribution of the 
Modified Software, it being understood that the additional acquisition 
cost of the Source Code shall not exceed the cost of the data transfer.

##### This interacts with condition 3 and 4 of the OSD. It fulfills 
these two conditions.


        5.3.3 DISTRIBUTION OF EXTERNAL MODULES

When the Licensee has developed an External Module, the terms and 
conditions of this Agreement do not apply to said External Module, that 
may be distributed under a separate license agreement.

##### This does not interact with the OSD.


        5.3.4 COMPATIBILITY WITH THE GNU GPL

The Licensee can include a code that is subject to the provisions of one 
of the versions of the GNU GPL and/or GNU Affero GPL in the Modified or 
unmodified Software, and distribute that entire code under the terms of 
the same version of the GNU GPL and/or GNU Affero GPL.

The Licensee can include the Modified or unmodified Software in a code 
that is subject to the provisions of one of the versions of the GNU GPL 
or GNU Affero GPL, and distribute that entire code under the terms of 
the same version of the GNU GPL or GNU Affero GPL.

##### This interacts with condition 3 of the OSD. In these cases, the 
resulting derived work would be both a work derived from a CeCILL 
program and a work derived from a GNU GPL or GNU Affero GPL program. To 
be able to license the resulting work without violating the GPL ou 
Affero GPL, we have to authorize this.


    Article 6 - INTELLECTUAL PROPERTY


      6.1 OVER THE INITIAL SOFTWARE

The Holder owns the economic rights over the Initial Software. Any or 
all use of the Initial Software is subject to compliance with the terms 
and conditions under which the Holder has elected to distribute its work 
and no one shall be entitled to modify the terms and conditions for the 
distribution of said Initial Software.

The Holder undertakes that the Initial Software will remain ruled at 
least by this Agreement, for the duration set forth in Article 4.2 <#term>.


      6.2 OVER THE CONTRIBUTIONS

The Licensee who develops a Contribution is the owner of the 
intellectual property rights over this Contribution as defined by 
applicable law.


      6.3 OVER THE EXTERNAL MODULES

The Licensee who develops an External Module is the owner of the 
intellectual property rights over this External Module as defined by 
applicable law and is free to choose the type of agreement that shall 
govern its distribution.


      6.4 JOINT PROVISIONS

The Licensee expressly undertakes:

1.not to remove, or modify, in any manner, the intellectual property 
notices attached to the Software;

2.to reproduce said notices, in an identical manner, in the copies of 
the Software modified or not.

The Licensee undertakes not to directly or indirectly infringe the 
intellectual property rights of the Holder and/or Contributors on the 
Software and to take, where applicable, vis-à-vis its staff, any and all 
measures required to ensure respect of said intellectual property rights 
of the Holder and/or Contributors.

##### This article does not interact with the OSD.


    Article 7 - RELATED SERVICES

7.1 Under no circumstances shall the Agreement oblige the Licensor to 
provide technical assistance or maintenance services for the Software.

However, the Licensor is entitled to offer this type of services. The 
terms and conditions of such technical assistance, and/or such 
maintenance, shall be set forth in a separate instrument. Only the 
Licensor offering said maintenance and/or technical assistance services 
shall incur liability therefor.

7.2 Similarly, any Licensor is entitled to offer to its licensees, under 
its sole responsibility, a warranty, that shall only be binding upon 
itself, for the redistribution of the Software and/or the Modified 
Software, under terms and conditions that it is free to decide. Said 
warranty, and the financial terms and conditions of its application, 
shall be subject of a separate instrument executed between the Licensor 
and the Licensee.

##### This article does not interact with the OSD.


    Article 8 - LIABILITY

8.1 Subject to the provisions of Article 8.2, the Licensee shall be 
entitled to claim compensation for any direct loss it may have suffered 
from the Software as a result of a fault on the part of the relevant 
Licensor, subject to providing evidence thereof.

8.2 The Licensor's liability is limited to the commitments made under 
this Agreement and shall not be incurred as a result of in particular: 
(i) loss due the Licensee's total or partial failure to fulfill its 
obligations, (ii) direct or consequential loss that is suffered by the 
Licensee due to the use or performance of the Software, and (iii) more 
generally, any consequential loss. In particular the Parties expressly 
agree that any or all pecuniary or business loss (i.e. loss of data, 
loss of profits, operating loss, loss of customers or orders, 
opportunity cost, any disturbance to business activities) or any or all 
legal proceedings instituted against the Licensee by a third party, 
shall constitute consequential loss and shall not provide entitlement to 
any or all compensation from the Licensor.

##### This article does not interact with the OSD.


    Article 9 - WARRANTY

9.1 The Licensee acknowledges that the scientific and technical 
state-of-the-art when the Software was distributed did not enable all 
possible uses to be tested and verified, nor for the presence of 
possible defects to be detected. In this respect, the Licensee's 
attention has been drawn to the risks associated with loading, using, 
modifying and/or developing and reproducing the Software which are 
reserved for experienced users.

The Licensee shall be responsible for verifying, by any or all means, 
the suitability of the product for its requirements, its good working 
order, and for ensuring that it shall not cause damage to either persons 
or properties.

9.2 The Licensor hereby represents, in good faith, that it is entitled 
to grant all the rights over the Software (including in particular the 
rights set forth in Article 5 <#scope>).

9.3 The Licensee acknowledges that the Software is supplied "as is" by 
the Licensor without any other express or tacit warranty, other than 
that provided for in Article 9.2 <#good-faith>and, in particular, 
without any warranty as to its commercial value, its secured, safe, 
innovative or relevant nature.

Specifically, the Licensor does not warrant that the Software is free 
from any error, that it will operate without interruption, that it will 
be compatible with the Licensee's own equipment and software 
configuration, nor that it will meet the Licensee's requirements.

9.4 The Licensor does not either expressly or tacitly warrant that the 
Software does not infringe any third party intellectual property right 
relating to a patent, software or any other property right. Therefore, 
the Licensor disclaims any and all liability towards the Licensee 
arising out of any or all proceedings for infringement that may be 
instituted in respect of the use, modification and redistribution of the 
Software. Nevertheless, should such proceedings be instituted against 
the Licensee, the Licensor shall provide it with technical and legal 
expertise for its defense. Such technical and legal expertise shall be 
decided on a case-by-case basis between the relevant Licensor and the 
Licensee pursuant to a memorandum of understanding. The Licensor 
disclaims any and all liability as regards the Licensee's use of the 
name of the Software. No warranty is given as regards the existence of 
prior rights over the name of the Software or as regards the existence 
of a trademark.

##### This article does not interact with the OSD.


    Article 10 - TERMINATION

10.1 In the event of a breach by the Licensee of its obligations 
hereunder, the Licensor may automatically terminate this Agreement 
thirty (30) days after notice has been sent to the Licensee and has 
remained ineffective.

10.2 A Licensee whose Agreement is terminated shall no longer be 
authorized to use, modify or distribute the Software. However, any 
licenses that it may have granted prior to termination of the Agreement 
shall remain valid subject to their having been granted in compliance 
with the terms and conditions hereof.

##### This article does not interact with the OSD.


    Article 11 - MISCELLANEOUS


      11.1 EXCUSABLE EVENTS

Neither Party shall be liable for any or all delay, or failure to 
perform the Agreement, that may be attributable to an event of force 
majeure, an act of God or an outside cause, such as defective 
functioning or interruptions of the electricity or telecommunications 
networks, network paralysis following a virus attack, intervention by 
government authorities, natural disasters, water damage, earthquakes, 
fire, explosions, strikes and labor unrest, war, etc.

11.2 Any failure by either Party, on one or more occasions, to invoke 
one or more of the provisions hereof, shall under no circumstances be 
interpreted as being a waiver by the interested Party of its right to 
invoke said provision(s) subsequently.

11.3 The Agreement cancels and replaces any or all previous agreements, 
whether written or oral, between the Parties and having the same 
purpose, and constitutes the entirety of the agreement between said 
Parties concerning said purpose. No supplement or modification to the 
terms and conditions hereof shall be effective as between the Parties 
unless it is made in writing and signed by their duly authorized 
representatives.

11.4 In the event that one or more of the provisions hereof were to 
conflict with a current or future applicable act or legislative text, 
said act or legislative text shall prevail, and the Parties shall make 
the necessary amendments so as to comply with said act or legislative 
text. All other provisions shall remain effective. Similarly, invalidity 
of a provision of the Agreement, for any reason whatsoever, shall not 
cause the Agreement as a whole to be invalid.


      11.5 LANGUAGE

The Agreement is drafted in both French and English and both versions 
are deemed authentic.

##### This article does not interact with the OSD.


    Article 12 - NEW VERSIONS OF THE AGREEMENT

12.1 Any person is authorized to duplicate and distribute copies of this 
Agreement.

12.2 So as to ensure coherence, the wording of this Agreement is 
protected and may only be modified by the authors of the License, who 
reserve the right to periodically publish updates or new versions of the 
Agreement, each with a separate number. These subsequent versions may 
address new issues encountered by Free Software.

12.3 Any Software distributed under a given version of the Agreement may 
only be subsequently distributed under the same version of the Agreement 
or a subsequent version, subject to the provisions of Article 5.3.4 
<#compatibility>.

##### This article does not interact with the OSD.


    Article 13 - GOVERNING LAW AND JURISDICTION

13.1 The Agreement is governed by French law. The Parties agree to 
endeavor to seek an amicable solution to any disagreements or disputes 
that may arise during the performance of the Agreement.

13.2 Failing an amicable solution within two (2) months as from their 
occurrence, and unless emergency proceedings are necessary, the 
disagreements or disputes shall be referred to the Paris Courts having 
jurisdiction, by the more diligent Party.

##### This article does not interact with the OSD.

1 CeCILL stands for Ce(a) C(nrs) I(nria) L(ogiciel) L(ibre)

/Version 2.1 dated 2012-02-13./

##### For conditions 5, 8, 9 that are not addressed in the above 
analysis of the text of CeCILL we believe they are trivially fulfilled:

- for condition 5: there is no discrimination in the text of the license

- for condition 8: there is no mention of the Software being part of a 
distribution

- for condition 9: there is no mention of software that may be 
distributed along with the Software_

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