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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.]
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Schedule B
[Identification of optional concurrent software grant. Would be left blank
or omitted if there is no concurrent software grant.]
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