Legal CLA Agreement

LEGAL CLA AGREEMENT

This Contributor License Agreement ("Agreement") is entered into as of Effective Date: by and between Company Name: with principal place of business at Address: and Contributor Name: residing at Address: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Licensee maintains and distributes the software project known as Project Name: (the "Project"); and

WHEREAS, the Contributor desires to contribute certain code, documentation, designs or other materials described as Contribution Description: (each, a "Contribution") to the Project; and

WHEREAS, the Parties wish to set forth the rights and obligations regarding ownership, license grants, and warranties related to Contributions.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Contribution" means any original work of authorship, including any modifications or additions to existing works, submitted by the Contributor to the Project, whether submitted on paper, electronically, or otherwise.

1.2 "Work" means the collective body of software, documentation, data, designs and related materials that comprise the Project after incorporation of Contributions.

2. GRANT OF RIGHTS

2.1 Copyright License. The Contributor hereby grants to the Licensee and its affiliates a perpetual, worldwide, non-exclusive, royalty-free, irrevocable, transferable, sublicensable license under the Contributor's copyright and moral rights in the Contribution to reproduce, prepare derivative works of, publicly display, publicly perform, distribute copies of, and otherwise exploit the Contribution as part of the Work, in any form, medium, or technology now known or later developed.

2.2 Patent License. To the extent the Contribution is covered by any patent claims owned or controlled by the Contributor at the time of Contribution, the Contributor hereby grants to the Licensee and to recipients of software distributed by the Licensee a perpetual, worldwide, non-exclusive, royalty-free license under such patent claims to make, have made, use, offer to sell, sell, import and otherwise transfer the Contribution or portions thereof.

3. REPRESENTATIONS AND WARRANTIES

3.1 The Contributor represents and warrants that: (a) the Contributor is the sole author and owner of copyright in the Contribution or is authorized to grant the rights granted herein; (b) the Contribution is original to the Contributor and does not infringe the intellectual property or other rights of any third party; and (c) there are no outstanding obligations, licenses, liens, or encumbrances inconsistent with the rights granted under this Agreement.

3.2 The Contributor further warrants that any third-party materials included in the Contribution are identified and are provided under a license permitting the rights granted in this Agreement. The Contributor shall attach a list of third-party components and their licenses in Attachment:

4. MORAL RIGHTS; WAIVER

The Contributor hereby irrevocably waives, to the fullest extent permitted by applicable law, any moral rights or attribution rights in the Contribution that would prevent or limit the exploitation of the Contribution as provided in this Agreement. To the extent any such waiver is not permitted, the Contributor agrees not to assert such rights against the Licensee or its licensees.

5. CONFIDENTIALITY

5.1 Except as expressly provided herein, Contributions delivered under this Agreement shall not be deemed Confidential Information. If the Contributor delivers materials that are marked as confidential, list Confidential Materials: . The Parties agree that any such designation must be reasonable and limited in scope; the Licensee may refuse or return materials so designated.

6. INDEMNIFICATION

The Contributor shall defend, indemnify and hold harmless the Licensee, its officers, directors, agents and employees from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any claim, demand or action alleging that the Contribution infringes a third party's intellectual property rights or that the Contributor breached the representations set forth in Section 3.

7. ASSIGNMENT

The Contributor may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Licensee; provided, however, that the Licensee may assign its rights and obligations in whole or in part to an affiliate or successor entity without Contributor consent.

8. TERM AND TERMINATION

This Agreement is effective as of the Effective Date and will continue in effect unless terminated by mutual written agreement of the Parties. Any termination shall not affect licenses granted prior to termination, which shall survive to the extent necessary for continued exploitation of the Work.

9. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail, or nationally recognized overnight courier. Notice to Licensee:

Notice to Contributor:

10. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The Parties agree that any dispute arising out of or related to this Agreement shall be resolved by binding arbitration in the county of the Licensee's principal place of business unless otherwise mutually agreed in writing.

11. MISCELLANEOUS

11.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

11.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely matches the Parties' intent.

11.3 Amendment; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both Parties. No failure or delay in exercising any right shall operate as a waiver.

11.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be considered an original and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be effective as originals.

SIGNATURES

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