| |
| BROOKLYN PROJECT |
| |
| Corporate Contributor License Agreement |
| |
| In order to clarify the intellectual property license granted with |
| Contributions from any corporation or other legal entity, the Brooklyn |
| Project (the "Project") must have a Corporate Contributor License Agreement |
| ("Agreement") 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 Cloudsoft Corporation Limited |
| as Project Manager (the "Project Manager") and the Project 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 Project Manager, to authorize Contributions |
| submitted by its designated employees to the Project Manager, and to grant |
| copyright and patent licenses thereto. |
| |
| If you have not already done so, please complete and sign this |
| Corporate Contributor License Agreement by following the instructions |
| embedded below. After you fill in the required information and apply |
| your digital signature to the Agreement, the signature service will |
| generate an email to you. You must confirm your digital signature as |
| instructed in this email to complete the signing process. The signature |
| service will then send you a signed copy of this Agreement for your |
| records. |
| |
| You accept and agree to the following terms and conditions for your present |
| and future Contributions submitted to the Project Manager. Except for the |
| license granted herein to the Project Manager and recipients of software |
| distributed by the Project Manager, You reserve all right, title, and |
| interest in and to your Contributions. |
| |
| |
| 1. Definitions |
| |
| "You" (or "Your") (whether or not capitalized) shall mean the copyright |
| owner or legal entity authorized by the copyright owner that is making |
| this Agreement with the Project Manager. 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, which is intentionally submitted by you to the Project |
| Manager for inclusion in, or documentation of, any of the open source |
| projects owned or managed by the Project Manager (the "Work"). For the |
| purposes of this definition, "submitted" means any form of electronic, |
| verbal, or written communication sent to the Project Manager 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 Project |
| Manager 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 Project Manager and to recipients of software distributed by the |
| Project Manager 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 Project Manager and to recipients of software distributed by the |
| Project Manager 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) was 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 other others). You represent |
| that your Contribution submissions include complete details of any |
| third-party license or other restriction (including, but not limited to, |
| related patents and trademarks) of which you are personally aware and |
| which are associated with any part of your Contributions. |
| |
| 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, and except for the express licenses and |
| representations in this Agreement, you provide your Contributions on as |
| "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either |
| express or implied, including, without limitation, any warranties or |
| conditions of TITLE, NONINFRINGEMENT, 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 Project Manager 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. You agree to notify the Project Manager of any facts or circumstances |
| of which you become aware that would make these representations |
| inaccurate in any respect. |
| |
| 9. It is your responsibility to notify the Project Manager 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 Project Manager. |
| |
| |
| |
| Company Name: ____________________________________________________________ |
| |
| Title: ____________________________________________________________ |
| |
| Signature: ____________________________________________________________ |
| |
| Email: ____________________________________________________________ |
| |
| |
| |
| Schedule A |
| |
| [Initial list of designated employees. NB: authorization is not tied to |
| particular Contributions.] |
| |
| ___________________________________________________________________________ |
| |
| ___________________________________________________________________________ |
| |
| ___________________________________________________________________________ |
| |
| ___________________________________________________________________________ |
| |
| ___________________________________________________________________________ |
| |
| |
| |
| Schedule B |
| |
| [Identification of optional concurrent software grant. Would be left blank |
| or omitted if there is no concurrent software grant.] |
| |
| |
| ___________________________________________________________________________ |
| |
| ___________________________________________________________________________ |
| |
| ___________________________________________________________________________ |
| |
| ___________________________________________________________________________ |
| |
| ___________________________________________________________________________ |
| |