Fwd: Roundcube merger - Ideas from atmail

Mark Bucciarelli mark at gaiahost.coop
Wed Jul 26 16:20:09 CEST 2006

On Wed, Jul 26, 2006 at 09:49:34AM +0200, Thomas Bruederli wrote:

> We'd like to propose a business deal to merge Roundcube with
> our @Mail product. In summary we'd like to fork an open-source
> version of @Mail,

Ok, fork @Mail and make it free software.  Sounds great!  (Just
be careful to define "open-source."  ;)

> and use the current Roundcube product as leverage for the
> open-source offering. We would then continue developing @Mail
> as the full commercial copy with added features; 

Wait--this sounds like the @Mail brand is just the commercial

> while running a decent quality open-source version 

"decent quality?"  Warning flags go up ...

> as incentive for people to use our commercial copy.

So the business reason behind the open source version is to
create an "incentive" for people to use the commercial fork.  Ok,
you could still give him the benefit of the doubt here, this is
not a unusual business model.  Ghostscript for example ... 

> We can offer you a reasonable fee to purchase the license of
> Roundcube, 

Hmmm ... "purchase the license".  How do you purchase a free
software license?  I think what they want is the right to
re-license the code.  

But can you even sell this?  I would think you need an agreement
from anybody that has contributed code ...  unless you have
required copyright assignment from the get-go.

> the site,  and for the effort you have contributed to the
> project. We'd also be very interested if you could spear-head the
> development of our open-source @Mail product that would be merged into
> Roundcube and offered to the open-source community.
> If you are available we'd love you to consult our company in Australia
> for 1-3 months on the development of @Mail and merging the two
> products for the open source offering. We could propose a deal for the
> merger and pay you for consulting our company for the desired time
> you'd like to visit Australia.
> Let me know if you are open to any business deals, and I can submit a
> proposal for you.

This sounds like an opportunity for you to work full time on
RoundCube and get paid for it.  

But to me, it seems you must be _very_ smart/careful about
defining the terms of the deal.  One risk I see is they purchase,
re-license pay you, then in six months say "things have changed"
and poof your consulting contract is gone.  To mitigate this, you
could negotiate for a long-term contracting engagement
(three-years) with a significant penalty (1.5 years full-time
pay, including benefits?) for them if they cut you early.  And no
non-compete clause if you get cut.  And paying you comes before
paying off any bank loans.  (Good luck with that one. ;)

Let's see six people, with benefits that's probably a payroll of
$400k USD, if you figure payroll is 75% of total expenses then
total expenses are roughly $550k.  If you they have a profit
margin of 10%, then they are making $55k profit a year.  Probably

Another risk is that the pace of open source development is
faster than their proprietary product.  How can you ensure that
the free software fork will stay less full featured than the
proprietary fork?  Maybe you will end up hacking on @Mail more
than RoundCube.  :)

If you have good counsel, _maybe_ you can build a deal that
avoids these risks and you still get paid for.  Trying to give
them the benefit of the doubt, it may be a way to really advance
RoundCube (as long as you keep more features in @Mail. ;)

I would suggest contacting the Software Freedom Conservancy [1].
They might be able to tell you who to talk to.  Eben Moglin is a
sharp guy.  Maddog Hall might also reply to an inquiry.

Good luck!


[1] http://conservancy.softwarefreedom.org/

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