Imazen LLC ("Managing Organization") Software Grant and Corporate Contributor License Agreement ("Agreement") v1.0
Thank you for your interest in open-source software. In order to clarify the intellectual property license granted with Contributions from any person or entity, the Managing Organization must have a Contributor License Agreement (CLA) on file that has been signed by each Contributor, indicating agreement to the license terms below.
This license is for your protection as a Contributor as well as the protection of the Managing Organization and its users; it does not change your rights to use your own Contributions for any other purpose.
This version of the Agreement allows an entity (the "Corporation") to submit Contributions to the Managing Organization, to authorize Contributions submitted by its designated employees to the Managing Organization, and to grant copyright and patent licenses thereto.
If you have not already done so, please complete and sign this agreement, then email a pdf to [email protected]
Each individual contributor still needs to agree to the Imazen Contributor Agreement. The agreement on this page is for the employer of contributors, not the individual contributors themselves. Both the employer and the individual may hold copyright to Contributions, and both must therefore release their portion for publication.
Please read this document carefully before signing and keep a copy for your records.
Corporation name: ________________________ Corporation address: _____________________ Point of Contact: ________________________ E-Mail: __________________________________ Telephone: _______________________________
You accept and agree to the following terms and conditions for Your present and future Contributions submitted to the Managing Organization. Except for the license granted herein to the Managing Organization and recipients of software distributed by the Managing Organization, You reserve all right, title, and interest in and to Your Contributions.
- "You" (or "Your") shall mean the copyright owner or legal entity authorized by the copyright owner that is making this Agreement with the Managing Organization. For legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity are considered to be a single Contributor. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
- "Contribution" shall mean the code, documentation or other original works of authorship expressly identified in Schedule B, as well as any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to the Managing Organization for inclusion in, or documentation of, any of the products owned or managed by the Managing Organization (the "Work"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Managing Organization or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Managing Organization for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."
2. Grant of Copyright License.
Subject to the terms and conditions of this Agreement, You hereby grant to the Managing Organization and to recipients of software distributed by the Managing Organization a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions and such derivative works.
3. Grant of Patent License.
Subject to the terms and conditions of this Agreement, You hereby grant to the Managing Organization and to recipients of software distributed by the Managing Organization a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such 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 Work to which such Contribution(s) were submitted. If any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that your Contribution, or the Work to which you have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Work shall terminate as of the date such litigation is filed.
4. You represent that You are legally entitled to grant the above license.
You represent further that each employee of the Corporation designated on Schedule A below (or in a subsequent written modification to that Schedule) is authorized to submit Contributions on behalf of the Corporation.
5. You represent that each of Your Contributions is Your original creation (see section 7 for submissions on behalf of others).
6. You are not expected to provide support for Your Contributions, except to the extent You desire to provide support. You may provide support for free, for a fee, or not at all. Unless required by applicable law or agreed to in writing, You provide Your Contributions on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.
7. Should You wish to submit work that is not Your original creation, You may submit it to the Managing Organization separately from any Contribution, identifying the complete details of its source and of any license or other restriction (including, but not limited to, related patents, trademarks, and license agreements) of which you are personally aware, and conspicuously marking the work as "Submitted on behalf of a third-party: [named here]".
8. It is your responsibility to notify the Managing Organization when any change is required to the list of designated employees authorized to submit Contributions on behalf of the Corporation, or to the Corporation's Point of Contact with the Managing Organization.
Signature: _________________________________ Date: ____________ Title: _____________________________________ Corporation: _______________________________ Schedule A [Initial list of designated employees. NB: authorization is not tied to particular Contributions.] ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ Schedule B [Identification of optional concurrent software grant. ] ________________________ ________________________ ________________________ ________________________ ________________________ ________________________