target-revenue/specs/TargetRevenueSourceLicense-Draft.md

Target Revenue Source License — Draft Skeleton (Non-Binding)

Document version: TRSL-Draft-0.1 Status: DRAFT SKELETON — NOT FINAL LEGAL TEXT — NOT FOR PRODUCTION USE Prepared by: Agent synthesis of workplans/TREV-WP-0001-license-prior-art-research.md T01–T05, for specialist legal review Human accept gate: This document is "ready for review," not "done." workplans/TREV-WP-0001-license-prior-art-research.md T06 must not be marked done until a human maintainer accepts it as adequate briefing material for counsel (SCOPE.md §4, CONTRIBUTING.md).

---

0. How to read this document

Every clause below is one of:

• [CONFIRMED BY RESEARCH] — structurally supported by prior-art precedent or statute text fetched during T01–T05; still not legal advice, but not a novel guess either.
• [LEGAL] — requires specialist legal drafting; this document states only the intent, not enforceable text.
• [WORKING DEFAULT] — reflects a Stage 0 provisional answer from specs/OpenQuestions-WorkingDefaults.md; not yet promoted to permanent norm.
• [OPEN] — genuinely undecided; concept §24 or PRD §14 question not yet resolved by any research task.

This skeleton follows the component list already identified in spec/TargetRevenueLicenseConcept.md §21.1, and incorporates the research findings in specs/research/.

---

1. Definitions [LEGAL, structural recommendation CONFIRMED BY RESEARCH]

Per specs/research/TRSL-Jurisdiction-StandardTerms.md §5, German AGB law's Transparenzgebot can void a clause for ambiguity alone, independent of substantive fairness. The final license should include a dedicated Definitions section, not scattered inline first-use definitions. At minimum, define objectively (priority order per specs/research/TRSL-Jurisdiction-StandardTerms.md §4):

1. Settled Payment [LEGAL] — exact settlement mechanics (processor clearance, chargeback window, business-day count).
2. Commercial Use [LEGAL, working default scope in Q2] — objective test distinguishing personal/research/nonprofit/educational use (specs/OpenQuestions-WorkingDefaults.md Q1–Q2) from commercial use, including treatment of affiliates, contractors, mixed-purpose, and public-sector use.
3. Development Credit, Remission Credit, Outstanding Target, Conversion Event — already precisely defined in specs/TargetRevenueFrameworkCore.md §1; the license text's prose must match those definitions exactly, not paraphrase them.
4. Phase, Milestone Release, Initial Target, Future License — same source.

2. Permitted noncommercial use [WORKING DEFAULT / LEGAL]

[WORKING DEFAULT, Q1] During a protected Phase, noncommercial users may view source, evaluate, test, and use the software for personal, research, educational, and recognized non-profit purposes, in a scope similar to PolyForm Noncommercial 1.0.0's use-case taxonomy (specs/research/TRSL-PriorArt-Survey.md §3.3; confirmed structurally applicable, not a license text to copy verbatim).

[LEGAL] Exact clause text, including modification and redistribution rights during the protected Phase, requires specialist drafting.

3. Commercial-use restriction and entitlement requirement [CONFIRMED BY RESEARCH / LEGAL]

[CONFIRMED BY RESEARCH] Restricting commercial use for a protected period, while permitting broader noncommercial use, is a well-established license category (Fair Source's "minimal restrictions to protect the producer's business model," specs/research/TRSL-Terminology-Guardrails.md §2) with direct precedent in BSL 1.1's production-use gate and FSL's narrower "do not undermine the producer" restriction (specs/research/TRSL-PriorArt-Survey.md §2).

[LEGAL] The commercial-use gate itself (requiring a Commercial Use Agreement per spec/TargetRevenueLicenseConcept.md §21.2) needs drafted text; the definition of "commercial use" that triggers it is the single highest Transparenzgebot-exposure term in the framework (specs/research/TRSL-Jurisdiction-StandardTerms.md §4 item 2) and is explicitly [OPEN] pending legal input.

4. Modification and redistribution during the protected Phase [LEGAL]

Not resolved by this research pass. Recommend drafting from the BSL 1.1 baseline ("copy, modify, create derivative works, redistribute, and make non-production use") since it is the closest confirmed precedent (specs/research/TRSL-PriorArt-Survey.md §2), adapted to TRSL's commercial-use gate rather than BSL's production-use gate. [LEGAL] for final wording.

5. Patent treatment [CONFIRMED BY RESEARCH, recommendation given / LEGAL for text]

[CONFIRMED BY RESEARCH] Neither BSL, FSL, nor PolyForm Noncommercial include a pre-conversion patent grant (specs/research/TRSL-PriorArt-Survey.md §3.4) — omitting one would not be unusual. However, specs/research/TRSL-FutureLicense-PatentPrecedent.md §4 recommends TRSL include a minimal express patent license for the pre-conversion Phase, scoped like Apache-2.0 Section 3 (contribution-scoped, litigation-terminable), because TRSL's commercial-entitlement model is closer to a paid commercial license than a permissive OSS grant, and commercial licenses conventionally address patent scope explicitly.

[LEGAL] Exact clause text for the pre-conversion patent grant.

6. Future License and automatic conversion [CONFIRMED BY RESEARCH]

[WORKING DEFAULT, Q3] future_license ∈ {MIT, Apache-2.0}, chosen per Phase at declaration time. See specs/research/TRSL-FutureLicense-PatentPrecedent.md §3 for a project-level recommendation (Apache-2.0 default where patentable technique is plausible; MIT where simplicity is prioritized and patent risk is judged negligible) — this is Phase-author guidance, not a framework-level forced default.

[CONFIRMED BY RESEARCH] The conversion mechanism should follow the established two-step structure confirmed across both BSL 1.1 and FSL (specs/research/TRSL-PriorArt-Survey.md §2, §4): the restricted rights terminate, and rights under the Future License are granted in their place, automatically, at the Conversion Event — not a discretionary re-licensing act. This matches spec/TargetRevenueLicenseConcept.md Rule 6 and Rule 9 exactly and requires no structural invention; only legal wording.

[LEGAL] Final clause text. Recommend phrasing anchored on: "The Conversion Event occurs automatically when [Outstanding Target, as defined in §1, equals zero]. Upon the Conversion Event, the rights granted under §3 of this License terminate, and the Future License identified in the applicable Phase Manifest is granted in their place, without further act by either party." Precise legal phrasing per counsel.

7. Termination and cure [OPEN]

Not researched in this pass beyond confirming that BSL/FSL/ELv2 all include violation-cure mechanisms (typically a 30-day-scale remediation window before permanent termination, per specs/research/TRSL-PriorArt-Survey.md §2 Elastic License 2.0 entry). [LEGAL] for TRSL-specific text; [OPEN] whether TRSL's cure period should differ from this norm given its credit/ledger model (e.g., whether a cured violation should generate a compensating ledger entry rather than simply restoring rights).

8. Warranty and liability exclusions [LEGAL]

Standard boilerplate across all surveyed licenses (MIT's "AS IS... WITHOUT WARRANTY" language, confirmed verbatim in specs/research/TRSL-FutureLicense-PatentPrecedent.md §1, is the baseline pattern). [LEGAL] for TRSL-specific text; no structural research finding beyond confirming this is universal practice worth following, not deviating from.

9. Contributor rights [CONFIRMED BY RESEARCH — separate deliverable]

[CONFIRMED BY RESEARCH] A Developer Certificate of Origin alone is not sufficient for TRSL, because its certification is scoped to "the open source license indicated in the file" at time of contribution and does not extend to a future, different Future License (specs/research/TRSL-ContributorRights-Research.md §2). TRSL requires a Contributor License Agreement (not copyright assignment — assignment is a heavier ask and depresses contribution volume) scoped narrowly to: (a) the current Phase's TRSL terms, and (b) the Phase's already-declared Future License at the Conversion Event (specs/research/TRSL-ContributorRights-Research.md §4).

[LEGAL, separate deliverable] The CLA text itself is out of scope for this license draft — recommend a dedicated TRSL-ContributorLicenseAgreement-Draft.md once external contributions become an active near-term need. Until then, CONTRIBUTING.md's current block on external contributions to governed Milestone Releases remains in effect.

10. Terminology guardrail (non-clause, drafting instruction)

Per specs/research/TRSL-Terminology-Guardrails.md §3: pre-conversion software under this license must never be described as "Open Source," "free software," or "open core" in any recital, preamble, or accompanying documentation — it is source-available (noncommercial use) or commercially licensed (commercial use). Post-conversion, the Milestone Release may be described as Open Source under its declared Future License without qualification. This guardrail applies to marketing and documentation copy as much as to the license text itself.

11. What this draft does not attempt

Per spec/TargetRevenueLicenseConcept.md §21.3 and SCOPE.md §3: this draft does not attempt Commercial Use Agreement terms, Operations/Service Agreement terms, or any monetization-extension-specific pricing language — those are governed separately (specs/MonetizationExtensionSpecification.md).

12. Legal review requirement

This document is a product/engineering research synthesis, not legal advice or final license text. Per spec/TargetRevenueLicenseConcept.md §21.5, final drafting requires specialist review covering (at minimum): automatic conditional license grants, standard-terms law (Transparenzgebot and equivalents — specs/research/TRSL-Jurisdiction-StandardTerms.md), copyright and patent rights, contributor rights (specs/research/TRSL-ContributorRights-Research.md), audit and evidence provisions, international enforceability, consumer/business distinctions (specs/research/TRSL-Jurisdiction-StandardTerms.md §2's EU consumer-law scoping), and insolvency/service-discontinuity scenarios.

---

Summary of research inputs

Source	Contribution to this draft
specs/research/TRSL-PriorArt-Survey.md	§3–§4, §6 (conversion structure, restriction scope precedent)
specs/research/TRSL-Terminology-Guardrails.md	§10 (terminology guardrail)
specs/research/TRSL-FutureLicense-PatentPrecedent.md	§5, §6 (patent treatment, Future License guidance)
specs/research/TRSL-ContributorRights-Research.md	§9 (contributor rights, CLA recommendation)
specs/research/TRSL-Jurisdiction-StandardTerms.md	§1, §3 (definitions structure, priority terms)

Next step: human review and accept per the T06 gate, then route to specialist counsel with this document and its five research inputs as the briefing package.