Freeware Binary Distribution License - Confidential Source
The purpose of this additional clause is to provide a simple software distribution model inspired by common freeware and proprietary software licences. It aims to offer broad usage and sharing rights while keeping the software proprietary and the source code confidential. It is based on the original FBDL, as an additional clause to handle confidential source code sharing with users and or customers.
The intended licensing model is:
- Redistribution allowed
- Commercial redistribution allowed
- Modification prohibited
- Reverse engineering prohibited
- Confidential source code access
Links for reference
- Full text version: fbdl-sc-1-0.txt
- Markdown version: fbdl-sc-1-0.md
Use it by adding it at the end of the FBDL original license.
# Freeware Binary Distribution License - Confidential Source
FBDL-CS Version 1.0
## 10. Confidential Source Code Access
At the sole discretion of the Licensor, a User may obtain access to the source code of the Software. Such source code is provided solely for the User's internal use, including review, audit, maintenance, security, compliance, and business continuity purposes. The source code remains the confidential and proprietary information of the Licensor and may not be disclosed, published, redistributed, sublicensed, transferred, communicated, or otherwise made available to any third party without the Licensor's prior written consent.
Any unauthorized disclosure of the source code shall constitute a material breach of this Licence and shall immediately terminate all rights granted under this Licence, including any right to access, possess, use, or retain the source code. In addition, the Licensor may immediately terminate any related support, maintenance, subscription, service, reseller, partner, customer, or other commercial agreement with the User.
In the event of any unauthorized disclosure of the source code, the User shall be liable for any liquidated damages or contractual penalties specified in the applicable agreement between the User and the Licensor, without prejudice to the Licensor's right to seek injunctive relief, recovery of additional damages, legal fees where permitted by law, and any other remedies available under applicable law.
The obligations set forth in this Section shall survive termination of this Licence and any related agreement between the User and the Licensor.
The Freeware Binary Distribution License is licensed under CC BY-SA 4.0
This license might evolve in the future to better cover its purpose. Feel free to submit issues.
The FBDL-CS licence allows Customers to obtain access to the source code under strict confidentiality obligations. However, the licence intentionally does not define specific financial penalties or liquidated damages.
Instead, organisations adopting FBDL-CS should define such terms in a separate Commercial Agreement, Support Agreement, Maintenance Contract, Partner Agreement, Reseller Agreement, Enterprise Subscription Agreement, or any other contract governing the relationship between the Licensor and the Customer.
This approach allows organisations to adapt the level of protection to the value, risk profile, and commercial context of each customer relationship while keeping the licence itself generic.
When granting source code access under FBDL-SC, the applicable agreement should define:
- The individuals or roles authorised to access the source code.
- Additional confidentiality obligations, if required.
- Security requirements for storing and handling the source code.
- The consequences of unauthorized disclosure.
- Any liquidated damages or contractual penalties applicable to a breach.
- Any specific notification or incident response requirements.
The following example may be included in an applicable agreement:
Source Code Confidentiality Breach
The Parties acknowledge that any unauthorized disclosure of source code provided under the FBDL-CS licence may cause substantial and irreparable harm to the Licensor.
In the event of any unauthorized disclosure of such source code, the Customer shall pay liquidated damages of EUR 100,000 per disclosure event.
The Parties agree that this amount represents a reasonable estimate of the anticipated damages and is not intended as a penalty.
Payment of such liquidated damages shall not limit the Licensor's right to seek injunctive relief, recovery of additional damages where permitted by applicable law, legal fees, or any other remedy available under the applicable agreement or under law.
Rather than specifying a fixed amount, organisations may reference their own commercial terms:
Source Code Confidentiality Breach
In the event of any unauthorized disclosure of source code provided under the FBDL-CS licence, the Customer shall be liable for the liquidated damages, contractual penalties, or other remedies specified in this Agreement.
Such remedies shall be cumulative and shall not limit the Licensor's right to seek injunctive relief, recovery of additional damages where permitted by applicable law, legal fees, or any other remedy available under law.
The CS clause already imposes confidentiality obligations regarding the source code and may be sufficient for many use cases.
Organizations may nevertheless require Customers to execute a separate Non-Disclosure Agreement (NDA), Master Services Agreement (MSA), Partner Agreement, or other confidentiality instrument before providing access to the source code.
Any such agreement may provide additional confidentiality, security, auditing, incident response, or financial remedy provisions, provided that such provisions do not reduce the protections granted by the CS clause.
For most enterprise use cases, the recommended approach is:
- Keep FBDL-CS unchanged.
- Use Clause 10 to establish source-code confidentiality obligations.
- Define financial consequences in the applicable commercial agreement.
- Have both the licence and the applicable agreement reviewed and approved by legal counsel.
This keeps the licence reusable across organisations while allowing each Licensor to align contractual remedies with its own legal policies and commercial risk tolerance.
This licence, like most licenses is provided for informational purposes only and is not legal advice. It should be reviewed and formally approved by the appropriate legal team before being adopted by a company, organisation, or public sector entity.