|
Contributor Agreements
Next Generation of Contributor Agreements – Legal Aspects under Public Discussion
Next Generation of Contributor Agreements – Legal Aspects under Public Discussion

Draft Contributor Agreement

Please note that this is a draft and for discussion purposes only

September 4th, 2013

1 Leave a comment on paragraph 1 0 Entity Contributor (Exclusive) License Agreement

2 Leave a comment on paragraph 2 0 Thank you for your interest in contributing to [PROJECT_NAME / Software] (“We” or “Us”).

3 Leave a comment on paragraph 3 1 The purpose of this contributor agreement (“Agreement”) is to clarify and document the rights granted by contributors to Us. To make this document effective, please follow the instructions at [SUBMISSION_INSTRUCTIONS].

4 Leave a comment on paragraph 4 0 1. DEFINITIONS

5 Leave a comment on paragraph 5 0 “You” means any Legal Entity on behalf of whom a Contribution has been made to Us.

6 Leave a comment on paragraph 6 0 “Legal Entity” means an entity, which is not a natural person.

7 Leave a comment on paragraph 7 0 “Contribution” means any original work of authorship including any modifications or additions to an existing work, that is Submitted by You to Us in which You own ownership of the Copyright. If You do not own the Copyright in the entire work of authorship, please contact Us at [add contact details].

8 Leave a comment on paragraph 8 0 “Copyright” means all rights protecting works of authorship owned or controlled by You, including copyright, moral and neighboring rights, as appropriate, for the full term of their existence including any extensions by You.

9 Leave a comment on paragraph 9 0 “Material” means the work of authorship, which is made available by Us to third parties. When this Agreement covers more than one software project, the Material means the work of authorship to which the Contribution was Submitted. After You Submit the Contribution, it may be included in the Material.

10 Leave a comment on paragraph 10 0 “Submit” means any form of physical, electronic, or written communication sent to Us, including but not limited to electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Us, but excluding communication that is conspicuously marked or otherwise designated in writing by You as “Not a Contribution.”

11 Leave a comment on paragraph 11 0 “Submission Date” means the date on which You Submit a Contribution to Us.

12 Leave a comment on paragraph 12 0 “Effective Date” means the date You execute this Agreement or the date You first Submit a Contribution to Us, whichever is earlier.

13 Leave a comment on paragraph 13 0 “Documentation” means any portion of a Contribution, which is not software.

14 Leave a comment on paragraph 14 0 2. LICENSE GRANT

15 Leave a comment on paragraph 15 0 2.1 Copyright License to Us

16 Leave a comment on paragraph 16 7 Subject to the terms and conditions of this Agreement, You hereby grant to Us a worldwide, royalty-free, exclusive, perpetual and irrevocable license, with the right to grant or transfer an unlimited number of non-exclusive licenses or sublicenses to third parties, under the Copyright covering the Contribution to use the Contribution by all means, including, but not limited to:

  • 17 Leave a comment on paragraph 17 0
  • to publish the Contribution,
  • to modify the Contribution, to prepare Derivative Works based upon or containing the Contribution and to combine the Contribution with other software code,
  • to reproduce the Contribution in original or modified form,
  • to distribute, to make the Contribution available to the public, display and publicly perform the Contribution in original or modified form.

18 Leave a comment on paragraph 18 1 2.2 Moral Rights remain unaffected to the extent they are recognized and not waivable by applicable law. In any event, You may add your name in the header of the source code files of Your Contribution and We will respect this attribution when using Your Contribution.

19 Leave a comment on paragraph 19 0 2.3 Copyright License back to You

20 Leave a comment on paragraph 20 1 Upon such grant of rights to Us, We immediately grant to You a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license, with the right to grant or transfer an unlimited number of non-exclusive licenses or sublicenses to third parties, under the Copyright covering the Contribution to use the Contribution by all means, including, but not limited to:

  • 21 Leave a comment on paragraph 21 0
  • to publish the Contribution,
  • to modify the Contribution, to prepare Derivative Works based upon or containing the Contribution and to combine the Contribution with other software code,
  • to reproduce the Contribution in original or modified form,
  • to distribute, to make the Contribution available to the public, display and publicly perform the Contribution in original or modified form.

22 Leave a comment on paragraph 22 0 This license back is limited to the Contribution and does not provide any rights to the Material.

23 Leave a comment on paragraph 23 0 3. PATENTS

24 Leave a comment on paragraph 24 0 3.1 Patent License

25 Leave a comment on paragraph 25 0 Subject to the terms and conditions of this Agreement You hereby grant to us a perpetual, worldwide, non-exclusive, royalty-free, irrevocable patent license, with the right to sublicense these rights, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution and the Contribution in combination with the Material (and portions of such combination). This license applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Material to which such Contribution(s) was submitted.

26 Leave a comment on paragraph 26 2 3.2 Identification of Patents

27 Leave a comment on paragraph 27 0 Whereas You are aware of certain of Your own patents, You desire to identify and disclose as the following patent applications:

28 Leave a comment on paragraph 28 1 Title
Application Office
Application Number
Date
Priority Number

29 Leave a comment on paragraph 29 0 3.3 Revocation of Patent License

30 Leave a comment on paragraph 30 1 You reserve the right to revoke the patent license stated in section 3.1 if we make any infringement claim, which is not asserted for a Defensive Purpose. An assertion of claims of the Patents shall be considered for a “Defensive Purpose” if the claims are asserted against an entity that has filed, maintained, threatened, or voluntarily participated in a patent infringement lawsuit against Us or any of Our licensees.

31 Leave a comment on paragraph 31 1 4. Outbound License Obligations

32 Leave a comment on paragraph 32 0 (Option One) We agree to license the Contribution only under the terms of the license or licenses which We are using on the Submission Date for the Material (including any rights to adopt any future version of a license).

33 Leave a comment on paragraph 33 0 (Option Two) We agree to license the Contribution only under the terms of the license or licenses which We are using on the Submission Date for the Material or the following additional licenses: [LIST_OF_LICENSES] (including any right to adopt any future version of a license if permitted).

34 Leave a comment on paragraph 34 1 (Option Three) We agree to license the Contribution only under the terms of the license or licenses which We are using on the Submission Date for the Material or any licenses on the Free Software Foundation’s list of “Recommended copyleft licenses” or approved by the Open Source Initiative on or after the Submission Date, whether or not such licenses are subsequently disapproved (including any right to adopt any future version of a license).

35 Leave a comment on paragraph 35 1 In addition, We may use the following licenses for Documentation in the Contribution: [LIST_OF_MEDIA_LICENSES] (including any right to adopt any future version of a license).

36 Leave a comment on paragraph 36 0 5. CONSIDERATION

37 Leave a comment on paragraph 37 0 You agree and confirm that the transfer of rights and licenses specified in Section 2 shall be royalty free and that no fees or other compensation shall be paid in exchange for the transfer of rights and licenses.

38 Leave a comment on paragraph 38 0 6. DISCLAIMER

39 Leave a comment on paragraph 39 0 THE CONTRIBUTION IS PROVIDED “AS IS”. MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED BY YOU TO US AND BY US TO YOU. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.

40 Leave a comment on paragraph 40 0 7. Consequential Damage Waiver

41 Leave a comment on paragraph 41 0 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU OR US BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

42 Leave a comment on paragraph 42 0 8. Approximation of Disclaimer and Damage Waiver

43 Leave a comment on paragraph 43 0 IF THE DISCLAIMER AND DAMAGE WAIVER MENTIONED IN SECTION 6 AND SECTION 7 CANNOT BE GIVEN LEGAL EFFECT UNDER APPLICABLE LOCAL LAW, REVIEWING COURTS SHALL APPLY LOCAL LAW THAT MOST CLOSELY APPROXIMATES AN ABSOLUTE WAIVER OF ALL CIVIL LIABILITY IN CONNECTION WITH THE CONTRIBUTION.

44 Leave a comment on paragraph 44 0 9. Term

45 Leave a comment on paragraph 45 0 9.1 This Agreement shall come into effect upon Your acceptance of the terms and conditions.

46 Leave a comment on paragraph 46 0 9.2 You shall have the right to terminate the Agreement in written form if We do not fulfill the obligations as set forth in Section 4.

47 Leave a comment on paragraph 47 0 9.3 In the event of a termination of this Agreement Sections 5, 6, 7, 8, and 10 shall survive such termination and shall remain in full force thereafter. For the avoidance of doubt, Contributions which are already licensed under a free and open source license at the date of the termination shall remain in full force after the termination of this Agreement.

48 Leave a comment on paragraph 48 0 10. Miscellaneous

49 Leave a comment on paragraph 49 1 10.1 This Agreement and all disputes, claims, actions, suits or other proceedings arising out of this agreement or relating in any way to it shall be governed by the laws of [JURISDICTION] excluding its private international law provisions.

50 Leave a comment on paragraph 50 0 10.2 This Agreement sets out the entire agreement between You and Us for Your Contributions to Us and overrides all other agreements or understandings.

51 Leave a comment on paragraph 51 0 10.3 If any provision of this Agreement is found void and unenforceable, such provision will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision and which is enforceable. The terms and conditions set forth in this Agreement shall apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy to the maximum extent possible under law.

52 Leave a comment on paragraph 52 0 10.4 You agree to notify Us of any facts or circumstances of which you become aware that would make this Agreement inaccurate in any respect.

53 Leave a comment on paragraph 53 0  

Source: http://development.contributoragreements.org/