Open Source Licence Compliance
Also called: OSS Compliance Clause · Third-Party Code Warranty
An open source licence compliance clause requires a software vendor to disclose any open source components used in their product and warrant that this usage doesn't create unintended obligations — such as "copyleft" licences that could require disclosing proprietary source code. It protects a buyer from inheriting licensing risk they never agreed to.
In more detail
Most modern software incorporates open source components, which isn't itself a problem — but certain open source licences (copyleft licences specifically) impose obligations that can spread to code that uses them, including in some cases requiring proprietary code built on top to also be released as open source.
A buyer acquiring or licensing software without visibility into its open source dependencies is effectively taking on unknown licensing risk — this clause requires the seller to disclose that dependency list (a "software bill of materials") and warrant compliance with each licence's terms.
This has become a standard due diligence item in software acquisitions and enterprise licensing specifically because the consequences of undisclosed copyleft exposure can be severe — potentially forcing disclosure of otherwise proprietary code.
A company acquires a software product and, during due diligence, discovers it incorporates a component under a copyleft licence requiring any code that uses it to also be open-sourced. An open source compliance warranty in the acquisition agreement would have required this to be disclosed upfront, or made it a breach if it wasn't.
What our lawyers check
- Whether a full open source dependency disclosure is provided
- Whether any disclosed components carry copyleft or other restrictive obligations
- Warranty and indemnity coverage if undisclosed open source risk surfaces later
- Ongoing compliance process for new open source dependencies added after signing
Contracts where this clause matters
Related terms
This definition is general information about commercial contracting practice, not legal advice. How a clause operates depends on the specific wording of your agreement and the law that governs it. For advice on your contract, have it reviewed by a lawyer.
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