Contributor License Agreement

CONTRIBUTOR LICENSE AGREEMENT

This Contributor License Agreement (the Agreement) is made effective as of by and between Contributor Name: and Company Name: .

RECITALS

WHEREAS, Contributor has authored or will author certain original works, modifications, enhancements, documentation, code, data and other materials (collectively, Contributions) and desires to grant to Company certain rights in those Contributions; and

WHEREAS, Company wishes to obtain from Contributor a license to use, reproduce, modify, distribute and sublicense such Contributions under the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

DEFINITIONS

"Contribution" means any original works of authorship, whether in source code, object code, documentation, designs, data or other materials that Contributor submits, delivers or otherwise makes available to Company pursuant to this Agreement.

GRANT OF LICENSE

Contributor hereby grants to Company and its affiliates a perpetual, worldwide, non-exclusive, fully paid-up, royalty-free, transferable, sublicensable license to use, reproduce, prepare derivative works of, distribute, publicly display, publicly perform and otherwise exploit the Contributions and any derivative works for any purpose. This grant includes the right to modify, sublicense and incorporate the Contributions into Company products and services, and to grant such rights to third parties.

To the extent permitted by applicable law, Contributor also hereby irrevocably waives and agrees not to assert any moral rights (including rights of attribution and integrity) in the Contributions against Company and its licensees.

REPRESENTATIONS AND WARRANTIES

Contributor represents and warrants that: (a) Contributor is the sole author of the Contributions or has obtained all necessary rights, clearances and licenses to grant the rights herein; (b) the Contributions are original and do not infringe or misappropriate any third-party intellectual property or other rights; and (c) Contributor has full power and authority to enter into this Agreement and to grant the licenses and waivers set forth herein.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONTRIBUTOR PROVIDES THE CONTRIBUTIONS "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

SCOPE OF WORK

PAYMENT TERMS

In consideration for the rights granted herein, Company shall pay Contributor the amounts and on the schedule specified below. All payments shall be subject to the terms of this section.

All payments are exclusive of taxes. If Contributor is required by law to collect or pay taxes in connection with payments hereunder, Contributor shall collect and remit such taxes and provide Company with documentation upon request.

TERM AND TERMINATION

This Agreement commences on the Effective Date and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period. Termination shall not affect licenses already granted to Company under this Agreement, which shall survive termination to the extent necessary to exercise the license rights granted herein.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be considered confidential. Each party shall hold the other's Confidential Information in confidence and shall not disclose it to any third party or use it except as necessary to perform under this Agreement.

INTELLECTUAL PROPERTY; ASSIGNMENT

Contributor acknowledges that Company may incorporate Contributions into Company products and that such incorporation may be combined with other materials. Except as set forth in the Grant of License, Contributor retains ownership of any copyrights and other intellectual property rights in Contributions. If, by operation of law, any contribution or portion becomes owned by Contributor, Contributor hereby assigns to Company all rights, title and interest in and to such Contribution to the maximum extent permitted by law; otherwise Contributor grants the license set forth above.

INDEMNIFICATION; LIMITATION OF LIABILITY

Contributor shall indemnify and hold harmless Company from and against any third-party claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any breach of Contributor's representations, warranties or obligations under this Agreement, including claims that the Contributions infringe or misappropriate the rights of a third party.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles.

ENTIRE AGREEMENT

This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. Any amendment or modification to this Agreement must be in writing and signed by both parties.

NOTICES

ADDITIONAL PROVISIONS

Entity Type: Individual Corporation / Entity

Contributor certifies under penalty of perjury that the information provided in this Agreement is true and accurate and that Contributor has the authority to grant the rights and licenses herein.

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