Restrictive Open Source License Template for Canada
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What is a Restrictive Open Source License?
This Restrictive Open Source License is designed for organizations and developers who wish to make their software available under open source terms while maintaining certain controls over its use and distribution. It is particularly suited for Canadian organizations seeking to protect their intellectual property while benefiting from open source collaboration. The license combines traditional open source principles with specific restrictions on commercial use, modification rights, or distribution methods. It includes detailed provisions for compliance with Canadian copyright law, attribution requirements, and liability limitations. This document type is especially relevant when implementing a dual-licensing strategy or when seeking to maintain control over the software's use while still fostering community development.
About the Restrictive Open Source License
A Restrictive Open Source License allows you to share your software with the developer community while maintaining strategic control over its use and distribution. Unlike permissive open source licenses, this agreement includes specific restrictions that protect your commercial interests while still enabling collaborative development under Canada's Copyright Act.
When do you need this document?
You need this license when developing proprietary software that you want to share with the open source community under controlled terms. This is particularly valuable if you're a Canadian software company wanting to build a developer ecosystem around your product while preventing competitors from freely commercializing your work. The license is essential when implementing a dual-licensing strategy, where you offer both open source and commercial versions of your software. You'll also need this agreement if you're releasing internal tools to the community but want to maintain restrictions on commercial use, or when contributing to open source projects while protecting your organization's competitive advantages in the Canadian market.
Key legal considerations
The most critical aspect of your restrictive license is clearly defining the scope of permitted and prohibited uses. You must specify whether restrictions apply to commercial use, modification rights, distribution methods, or field of use limitations. Your attribution requirements should be detailed and enforceable, ensuring proper credit and copyright notices are maintained. Consider including provisions for license termination, particularly if licensees violate the restrictions or fail to comply with Canadian copyright requirements. Warranty disclaimers and limitation of liability clauses are essential to protect you from potential legal claims arising from software use. You should also address how derivative works are handled and whether they must be released under the same restrictive terms. Patent considerations may be relevant if your software includes patented technologies.
Legal requirements in Canada
Under Canada's Copyright Act, you automatically own copyright in your original software code, giving you the right to control how it's used and distributed. Your license must comply with the Competition Act to ensure any restrictions don't create anti-competitive effects in the Canadian market. If your software processes personal information, you must ensure the license addresses compliance with the Personal Information Protection and Electronic Documents Act (PIPEDA). Provincial consumer protection legislation may affect warranty disclaimers and liability limitations, particularly if consumers might use your software. You should include governing law clauses specifying Canadian jurisdiction and applicable provincial law. Consider including dispute resolution mechanisms and ensure your license terms are clearly communicated to all users to maintain enforceability under Canadian contract law.
GOVERNING LAW
Applicable law
This Restrictive Open Source License is drafted to comply with Canada law. Key legislation includes:
Competition Act (R.S.C., 1985, c. C-34): Relevant for ensuring any restrictions in the license don't create anti-competitive effects in the Canadian market
Personal Information Protection and Electronic Documents Act (PIPEDA): Important if the licensed software processes personal data, to ensure compliance with Canadian privacy requirements
Consumer Protection Act (varies by province): Relevant for warranty disclaimers and consumer rights, particularly if the software might be used by consumers
Sale of Goods Act (provincial legislation): May be relevant for implied warranties and quality requirements, though software licensing technically differs from goods sales
Patent Act (R.S.C., 1985, c. P-4): Relevant for patent rights and potential patent-related provisions in the license, particularly for software-implemented inventions
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