 I'm Alice King with Rackspace Legal Department. I helped with the start of the project in 2010, and I helped move the project into the foundation with a large group of people, including Eileen. Welcome, Dr. Knight. It's a small group, so feel free to move on to this side of the room if you'd like, and we can just keep it a small intimate session. My name is Eileen Evans. I'm with HP, and I was gonna give a little bit about my history before diving into the topic here, just because I think it'll put some context around the discussion today. A lot of open-source experience prior to coming to HP. I've been with HP a couple of years. I worked for a short period of time following its acquisition of Sun Microsystems, where I worked for 12 years. So at Sun, I had the opportunity to participate and work on a number of open-source projects and technologies, from Open Solaris to Java to MySQL, legal experts, to drive some of the open-source strategies that we were working on, including when we open-source Solaris, I led those efforts and drafted CDDL. When we acquired MySQL, I actually stepped out of my role for a year at the time I was leading up legal support for the hardware division, but stepped out of my role for a year and focused on integrating MySQL and the acquisition. That was an interesting experience because MySQL was developed in a number of different countries, more than 30 countries, and it had some really interesting IP issues associated with it, as well as an open-source overlay. Then when Oracle acquired Sun in 2009, the EU issued a statement of objections. And at that point, I had the opportunity and was sent over to Brussels for a couple of months and focused on helping to push that through the acquisition through. And the main things that came up during that were issues around MySQL, and again, the issues of Oracle having control over MySQL and what that would mean from an antitrust perspective. So I had the opportunity to meet with national competition authorities, members of parliament, and European commission officials and help drive that to closure. So I had a fair amount of open-source experience prior to arriving at HP and then, I'm sorry, do I need to move over? OpenStack as a project. As you know, we've heard a lot about it this week. It's a tremendously, rapidly growing open-source project. It's grown at a trajectory that I don't know if anyone else has seen in the last decade. I mean, it's amazing how rapidly it's taken off. Companies involved with it. There are more than 6,000 members. It's really taken off at an amazing speed, which we haven't seen before. And again, it was founded by Rackspace and NASA and distributed and recruited as an open-source project in July 2010 at OSCON. For those of you who might not have that historical perspective, I'll take you back in time in just a bit. So to six weeks before the announcement, before July 10th, I'm sorry, July 19th, 2010, there was a blog post by a guy named Josh McKinty. And he was a contractor for NASA at the time. He was working on some really cool technology in the cloud space focused on compute. He released a blog six weeks prior to this in the July 2010 time. Released this blog post to talking about this great new compute offering that he has made available. And blog post was run across by someone who forwarded it on to someone at Rackspace. The folks at Rackspace took a look at this and said, wow, this sounds really interesting. You know, we're also thinking about releasing some technology that's, you know, taking a look at this, it's written in Python. It seems really similar to what we're doing, but we've created something in the storage space versus what NASA created was really in compute. And they thought, gosh, wouldn't it be interesting if we combine these two? And following that, they thought, well, let's go and meet with the folks from NASA. Now, as many of you know, the federal government, that might be easier said than done. So again, sort of like this perfect storm of everything working together. The guy that it was forwarded to over at Rackspace, Jim Curry, he was the senior vice president handling business development. So he receives the calls that's related to him and he's like, wow, this is really cool. It seems like this is a great way we can collaborate together. So just coincidence, I mean, Jim Curry's dad worked for NASA for 40 years as an engineer. So he was able to make the connections and actually make the connections within NASA, reach the appropriate folks and get that dialogue started. So again, you know, how likely is it that Jim Curry's dad worked for NASA for 40 years? So nonetheless, they were able to make those connections. So they promptly got on a plane, a week later flew out to Silicon Valley and met with the folks from NASA. So Rackspace and NASA got together and met. And they started talking and they're thinking, wow, this is really amazing. It's almost like my long lost twin. These projects are so compatible. So they got together and they thought, what's, why don't we, since they're so compatible, why don't we decide, we're gonna release this together as one project. And they came up with, this is when they came up with OpenStack. They, you know, during this meeting, they went out to dinner following the meeting, everything's going well. They went out to dinner at this Thai restaurant. And then the bill comes a couple years so I can attest to this. You cannot, I mean, there's certain rules and regulations and what have you and you can't, it wasn't easy to split the bill. Let's put it that way. It wasn't easy for, you know, Rackspace couldn't pick up the tab because the government wouldn't allow that. So they had to split this bill 20 different ways in this Thai restaurant where they don't share food. So nonetheless, they did that. But I think it was interesting. One point Jonathan Bryce was telling me about this story and his comment was, he said, gosh, this is an education of what it's like to, you know, try to drive this forward and work with the government. I'm a little concerned, you know. But nonetheless, they ventured forth and five weeks after that, the approvals of the Rackspace Legal Department, no offense, no, no, no. NASA support and you needed NASA support from the legal department to open source projects and they had used open source technologies but they hadn't participated in an open source project of this magnitude and actually started an open source project. Those are very different things. I mean, I've been in legal departments, you know, working on open source course before at the end of July 19th, 2010. So which was pretty exciting. And I think because again, it sort of shows this perfect storm of everything working together and it was just really amazing if you look at that and also to where it has grown now, just two years models and also the contribution model for the OpenStack project. This is another area which I find particularly interesting in a couple veins. You know, one, again, looking at the story of this perfect storm and working together to develop and distribute this technology, one of the interesting things and key factors here was that NASA, both NASA and Rackspace recognized that in order to really drive broad adoption of this technology, they would need to distribute it under a permissive license and provide it under a permissive license such as Apache. So that was a really recognition by both of them that this is the way that they would have to do this project. And so again, that was the piece that took quite a while for getting the approvals in place. But the other thing about Apache licensing models, if you take a look at history of licensing models and what projects have been distributed under and what kinds of licensing models, if I take a look at some of my work at Sun, for instance, when we were open sourcing various technologies and contributing to various projects, one of the key features that we oftentimes would look at is the fact that, look, if you're trying to create a project and a community, you would need to provide an obligation for those contributors and participants to do obligation for them to contribute back. Otherwise, they wouldn't do it. That was sort of the understanding and the belief, I think, if you look back a decade ago. The interesting thing here is what we're seeing with open source projects going forward. And I think Rackspace, and the open stock stuff is a great example of that. When Rackspace did it under the Apache model, I think they were taking a leap of faith that folks contribute back because there was this obligation, sort of a social obligation, a community norm obligation to contribute back to be good community citizens, which I think we didn't, what we've seen and what you could see in the slides this morning when in the presentation of George's presentation, you could really see that there was a huge amount of contributions back from the community. And it was no longer, I think the interesting thing on those slides was there was a significant shift from most of the contributions being by Rackspace versus now Rackspace has taken a much smaller piece of that pie. I think that to me speaks volumes in terms of how to create a project and you can create a project and have contributions back and have that social obligation to contribute back without a forced contractual obligation to do so, which I think is fascinating. The other thing that I think is interesting here is the contribution model. And this one is one where I received a lot of questions both internally and from other companies as and initially when HP had signed the contributions really revolved around taking a step back. The questions were basically along the lines of we could perfect the contributor agreement if we just make some slight tweaks to the wording. We could make it better. And I think what Alice shared with me yesterday, she said there were a number of companies who also thought they could make slight tweaks and make it a whole lot better. But what we clearly in the sense that the contribution model, the licensing model, companies, individuals, developers feel comfortable with these. And they've been working for many, many years. So they clearly are good enough. So let's, we have to accept what's good enough and go with it and take a leap of faith that the folks in the community are going to be sort of a reliance upon that instead of saying we need to get the legal terms airtight. So I think that was another interesting, I think, piece of this puzzle as well is that again, huge kudos to Alice when we were working with her on this because again, she was very clear about the fact that no, there wasn't quite a quagmire to open that up because you can see if you change something that everybody else is gonna have some. So we try to stay right within even where there are questions about what it meant. We pointed back to the Apache Foundation FAQ, if you remember to clarify the scope of the license. So I think the reason the Apache license works is that people do now understand they have an obligation to contribute. Just a lot of insecurity with IP lawyers, they have to promise to commit something that hasn't been created yet. They can't do that, they can't let go. They're happy to give it back once they know what it is. So the Apache license removes any insecurity that somebody's gonna think of something wonderful and they're not gonna have a chance to look at it before it's already licensed, basically. So we did stick right within the Apache intellectual property model that we did not stay within the Apache sort of way of doing. So I think most startup open source projects you think of developers kind of organizing meetups and starting the mailing lists in their spare time at night and they're not particularly great at that kind of thing but we actually did it much differently. So we had professional staff, full-time paid positions that are business development, media relations, marketing. And this actually I think drove adoption of the project at least as much as the Apache licensing and just the fact that people were, you know, it was an idea whose time had come. I think if not for these kind of efforts we wouldn't be where we are today. So in the space of a year, we, again, we launched in July 2010. By the summer of July 2011 it was pretty clear that the community was large enough, stable enough, there were enough stable big players like HP involved that were committed that could actually take over the management of the, I think also there was a lot of unease about Rackspace being the sole manager, like if something happened to Rackspace, you know, a change of control, what would happen to the project. And I think also people just wanted clear, you know, legally binding commitment to yes, this is your voice in this community. If you participate, here's how you'll be heard. You don't have to just kind of trust that everybody's going to take your input and get along. So I made the decision to move to the foundation and Lou Mormon announced that at the Boston Summit. And I don't know if you remember, I think that after that we, there was a kind of a town hall meeting and there were about twice as many people in there as in here and there were about 500 ideas on how this should look. Yes. There were four. Very scary. So it was a very great idea that as the lawyer, you know, I'm thinking, how are we gonna do this? So two things kind of start working in parallel. First, there was lots of conversations going on. I think it took from October to April for it to kind of gel. But the two kind of thought trends that are going on is what is the foundation supposed to be doing? What is the role in this? And the mission of the project is still the mission of the project, right? The mission of the foundation is to support the mission of the project. To promote, empower, protect, sort of a steward, I think like a park ranger, it's my analogy. You know, so there's the big conceptual conversation and then there's the nuts and bolts. So who's, how are we gonna organize people to do the things that are getting done now? So there was an existing technical governance contribution model, and then Rackspace was doing the business end of things. So how are we gonna move these to an end? So some of the things that I talked about during this months and months of conversation, Eileen was in a lot of conversations in groups, bilateral, just lots of talking and blogging, but we can take turns on these I guess. The thing is that it's not a blank slate. So there are a lot of things that people wanted to look at. Like for instance, maybe this was an opportunity to consider whether the Apache license was the right license. Should we switch to GPL somehow? Was the technical governance model actually right or should we kind of radically modify that? Why not, you know, why form yet another open stack or another open source foundation? There's plenty, you know, why don't you fold up under Apache or Linux? Tons of different interests. A lot of concern that all these disparate interests are not pulled together to achieve a final. I think one interesting thing here is what we kind of recognized is early on there were a lot of things that worked exceedingly well within the existing framework, such as I think one of the big key things that worked exceedingly well was really the technical meritocracy and the way the project was run from a technical perspective. In the sense that the reason it was taking off at the rate it was was largely because of the technology and just a recognition around that. And so again, what we looked at as a very fundamental level was, you know, if it's not broken, don't fix it. So in other words, we had, you know, the technical piece of this was working exceedingly well. We had, you know, this project policy board which really governed the direction of the project and it was run autocracy in the sense that, and it's still run that way today, but it's run in the sense that the folks who are contributing from a code perspective, those are the ones who can vote for the ones who are on the project policy board. It's the same with the tech. It became clear that the best way to move this forward was not to change that at all, to the extent we could possibly avoid it, but just to figure out how to move the rat space role. So when you're trying to think about how do you do that? These are the issues, like who defines who's open stack? Is that the technical community? Is it this business and, you know, to manage the business end of things? How do you balance between the two of them? A lot of fear that will sort of be taken over by money to interest and be corrupted and whoever wrote the biggest check would gain control of the direction of the project, which, I mean, the huge value, if you try to measure the value, it's the platform that's being built. And so there's no way of writing a check before half a million dollars begins to give you a way to control, you know, in order to make sure that everybody felt good that it wasn't pay to play and be driven by, because, again, this was between October, 2011, and basically the framework acknowledgement was signed in April, 2012. So it was a six-month period. And I think what was interesting during the six-month period was the fact that, you know, there were a lot of really meaty issues being discussed on the mailing list. Jonathan Brice and Marc Collier were out doing public speaking with a number of folks. They were doing, you know, WebExes. They were doing all kinds of ways to reach out and talk about what they were doing and the way in which they were trying to do it and their ideas, and they were incorporating all kinds of other ideas. So during this period of time, they were taking input from this larger community and also hearing all of these ideas. So again, I think there was initially a little bit of flak, because it was sort of an expectation, I think, right after that announcement that, boom, we get a foundation done right away. But instead, I mean, it was, I think it was November of 2011, which is like a month later, there was sort of to get some, you know, stuff on the mailing list of, well, why haven't we, you know, moved forward yet? Why isn't it, you know, why don't we have drafts yet? Things like that. How it was, it allowed this period of time where folks could talk and communicate and hear ideas and share ideas. And it really was a very open and collaborative process during that six-month period, which I think was critical and I think will help drive and did help drive that the way it was ultimately established as a foundation. Right, I mean, there was a lot of concern that we would make a mistake and we'd slow down the momentum by starting an acrimonious conversation or just get bogged down in the details. And so that was all worked out. Finally, before we sat down to wrote a short two-page summary of the high points and all the member companies that were committed to becoming platinum members or gold members signed this framework and they said, yes, these are the issues that we agree on, we're not gonna revisit these as part of the drafting process. That's where we established the three classes of members. So there were gonna be eight platinum level members and then there would be the gold members that would enable entry by smaller companies because the funding was based on a percentage of revenue with a cap and a floor. And then the individual member class that would get the entire community involved in the governance on this side of the. And then so each of those three was gonna have equal representation on this board, which means we're gonna have a huge board. But I think that's actually a kind of a unique feature here as well is the fact that the composition of the board includes those three equal classes of membership. And that's quite unique, I think, in an open source project. And I think that also fundamentally was driving the key things that we wanted to drive forward, mainly the technical meritocracy, driving this in a very open and collaborative way. So we all agreed on the framework. These are the companies that signed up and we started down the path of the real legwork. There were, again, two parallel efforts going on. So we asked that each platinum committer, a .1 lawyer, and that the gold committer's at .2, or right, to be a legal drafting committee and really write the whole, at the same time, the business leaders started organizing and meeting regularly. And Eileen was involved in both of those. Yeah, I did have the opportunity to be involved in both of those, which was really fascinating because I think, and part of our rationale up front was to create two separate sort of parallel tracks. You have the legal committee and the legal drafting piece, just following a lot of the legal issues associated with, again, going through the nuts and bolts, the bylaws, limitations of liability, typical indemnification, legal issues you encounter. And part of the thought process for separating those two tracks was the idea that if we keep those separate, we will have, the lawyers will have a forum in which to have these discussions about indemnification and limitations of liability and these legal issues that lawyers, quite frankly, want to have that dialogue about. To be honest, I mean, sometimes when I've had those discussions in front of clients, it tends to raise alarm levels, right? They tend to get a little more concerned if you're talking, well, I'm concerned about 10 million versus 20 million versus, I mean, so those kinds of things set clients off, whereas if you're doing that and you're just having that dialogue, realizing you're working through the, so I think that was actually very helpful. At the same time, we had a parallel track going with the business leaders. So I was fortunate enough to be able to participate in both of those, which was really, for me, it was a fun and interesting experience because at the time, within HP, I was in a rotation to a business group, so I had a legal business role within HP at that time. So I was operating, and then I have since participated on the board of directors and I'm representing HP there. So it was really interesting though, the legal committee versus the business discussion. In the business discussion, again, we'd have these very open, robust discussions, but I think part of it helped in the sense that we agreed early on we'd have only one representative from each company. I think that helped significantly. I think early on there was representation from each company, but we realized that would be way too large given that there were almost 20 companies involved at that point. So I think that smaller group helped, and I think the working, the other nice thing is, as we started to work through issues, we started to develop relationships. We insisted that the meetings be in person. Again, recognizing that we needed to develop relationships, we were gonna start working together and continue to work together in the future. I think that was enormously helpful. Grapple some pretty difficult issues up front. I think the framework acknowledgement letter, which you talked about earlier with that two-page document, actually helped significantly as well, because what happened is again, some of those squirrely issues around board representation, around technical committee roles, those things were decided early on, which helped because we were able to say, well, that actually has dealt with in the framework acknowledgement. We've already agreed on that. Let's not revisit that, and those were some pretty tough issues that we dealt with. Right, so the framework set up the member structure, but it also, we said, it's going to be the Apache two-front license. We're going to have, we're funding to keep the momentum on the business side going. We're gonna decide what projects come in and are part of it, the release or get to bear the brand, the trademark, and so that ended up, that was a difficult one to solve, but we ended up dividing, balancing powers on that, so that the technical committee can make a recommendation that can incubate and then they can make a recommendation for promotion. The board has to approve, but the board can't act unilaterally or on its own initiative has to get a recommendation from the technical committee to act. So that was another point that we, so nitty gritty challenges we face is Delaware law doesn't necessarily support this concept of an independent technical committee. Delaware law assumes that everybody reports to the board, answers to the board, one of our basic principles. So it was really tough within the framework of Delaware law. Radcliffe joined us, I guess, for a couple of rounds of conversations. Radcliffe brought us. DLA Piper and helped us draft the bylaws, and it was really helpful because what we did is at that point is brought in independent counsel who was very familiar with Delaware law because again, if we look at the composition of the drafting committee, most of us were not corporate lawyers, instead most of us were open source or IP or licensing lawyers. So it was actually helpful to bring someone in who had that corporate experience and experience specifically with Delaware law. And also the other nice thing is Mark Radcliffe has a significant amount of experience with open source. So it was actually a really good, some of the other things we grappled with were whether we wanted to try to solve patent licensing issues within the scope of the intellectual property policy or whether we set that off to later. So basically we concluded that we're not a standards body. If we become one, it'll be by amending the bylaws and that we'll have to adopt a policy. So we're working on that now. I think it's a better conversation to have once the foundation was formed and there's a more legitimate sort of group of a way to have that conversation and get a result that it was no, there was maybe an acknowledgement that members might have other affiliations and that things might take shape even outside of this forum, but it was just not, there was nothing specific like that. It was just left for later. I guess more on the business side. There wasn't representation on the drafting committee, but in the business leaders, I don't, I think there was. Do you want to speak to that? You're the chairman of the board. I can chat and then Alan can, Alan's the chairman of the board as well so we work pretty closely together. As far as currently what we're looking at is a recognition that yes, from an international perspective, OpenStack is extremely important on a global basis. And I think there's a strong recognition among the board of that. And that's a big piece of where we're moving forward. And I'll also say we could internationalize the licensing and the other documents and the membership agreements. If we needed to, if we would entire, we would have that flexibility to manage international schemes in different countries. There's three different member classes. You have to figure out how the elections are gonna get held, but each one and the timing and the board terms, tedious work, the method of voting. So initially we had thought, well the board could be elected the same way that the technical community elects. They're representatives using the condorsed voting method. Turns out that we could ever discover in the context of a Delaware corporation so people were more traditional voting model, which created some extra work and discussion. We did elect the first board trying to find a service that could manage to Delaware law. A lot of conversations about how open the individual membership should be. Should it be open to anybody who showed up and wanted to join or should there be more stringent requirement? Inclusive, with anti-abuse things like saying individuals serve on the board that were working for the same, and the openness in the elections and the results and the voting would help prevent some of the abuses that might come about because you had this inclusive open of the discussion as well. Just making sure, because again we wanted to have broad diversity on the board and what we recognized really on is if we allowed more than two directors on the board to be from the same affiliated company, doing is basically negating what we were trying to accomplish at a high level. So we wanted to make sure we had that intact and that was a very big piece of it. The other piece of it was making sure that the balance of the board, because there was some discussion about what does that mean, gold membership versus platinum membership, do they get different rights? And what we decided as a board was, no, we don't want to have different rights, so there should be no different. If you're serving on the board, you're serving on the board and the board is one entity. We're not gonna have these different constituencies on the board that make up these different groups of classes. It was mainly because of monetary concerns in the sense that the first two were because recognizing that if we put the stakes too high, because there was some initial complaints on the, I think initially there was a discussion about what does it take, because again we recognized we needed funding to actually make this thing successful, but if we had only one class, then what it would do would be the smaller companies and things like that who couldn't maybe afford to, that that would be unfair to them. So what we did is tried to create something where and then again what we realized is that even if smaller companies are contributing less, they still have the equal, they're equal director on the board as well. We're all created as one board and one entity and that was one of the fundamental principles too that we, so we did, we finally had all these conversations, I think we went through six drafts, I don't know how many meetings the business leaders had and we finally did arrive like July, the middle of July at a final set that everybody was willing to sign off on and no further comments were made, so we published them and we set a ratification threshold, if X platinum level people committed an X gold and I think it was 200 individual members indicated they would sign on to this scheme that we'd consider ratified and we're at space with project assets to the foundation, so that happened very quickly. So that was, again the odds were there, so here's my homegrown pictures here, but there's Simon signing his membership agreement, the election, the board first sat August 28th, August 28th, and then very shortly after that, it's for agreement and there's Jim Coray after, there's our trademark specialist, he did a ton of work over the years to manage all these things, so these are lessons learned I got gone through and since we're a couple minutes over, we'll go through this fairly quickly, but again, I think that open dialogue period was incredibly helpful in 11 until April of 2012, that six month time period really helped us to work through some nitty gritty issues. The other thing that I think has allowed us to do, and this is something that I wasn't kind of cognizant of at the time, but it also allowed us to work and start working together very closely, so the business leaders, the folks on the business leaders and who participated at the business leader level, almost every company appointed the person who participated at that level as their representative on the board. That was extremely helpful because at our first board meeting on August 28th, it went really smoothly and to be very honest, I don't think it would have gone so smoothly and we would have been able to go through so many issues if we hadn't spent that time together in person working through really tough issues during a very short period of time, so again, I think that was a great benefit which I didn't fully appreciate at the time. You know, both Allison and I recognized early on as we've both been doing legal stuff for a long time and recognizing if you get 20 lawyers in a room, it's gonna take an awful long time to do something because we get a smaller group, much more efficient, so we recognized that early on and figured out a way to work together and kind of a cadence for working following some of these squirrely legal issues and then having the business leaders really get two groups is during every business leader meeting, we would have at least one hour where we would invite the legal folks in and kind of talk to them about what we were discussing during the meeting, just making sure that we were all aligned to at least communicate across, which is helpful. We got a little stuck sometimes in the drafting committee. The next thing for the foundation, what's coming up next? We need to address, or patent risk, we need to flesh out our intellectual property policy. We have Keith Burke out here from the OIN who's gonna speak at the next session, I don't know what our timing is, but in about 10 minutes to talk about the experience in the Linux community with some of those issues so if you can state. Thank you. Oh, great. Questions? OpenStack. Raxley said, formed an entity called OpenStack LLC to hold the assets that entity transferred the trademarks and other things. Period, as we go through the wind down process just in case there are any lingering assets or things that need to be transferred. Yes, if OpenStack LLC still exists. Yeah. Sorry, we should have repeated that. Sorry, Alan.