Legal CLA Contract

Legal CLA Contract

This Contributor License Agreement ("Agreement") is entered into as of by and between Project/Organization Name: with a principal place of business at (hereinafter "Organization"), and Contributor Name: , residing at (hereinafter "Contributor").

RECITALS

WHEREAS, Contributor has created or intends to create certain materials, code, documentation, designs, data or other works described as:

WHEREAS, Organization solicits contributions for use in its software projects and related materials and desires to secure sufficient intellectual property rights to use, distribute and sublicense such contributions; and

WHEREAS, Contributor is willing to grant certain rights in the Contribution to enable Organization to exploit, maintain and distribute the Contribution and derivative works.

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

1. DEFINITIONS

1.1 "Contribution" means the original works of authorship, whether in source code, object code, documentation, designs, or other materials, provided or submitted to Organization by Contributor as described in the Contribution Description field above and any prior or future submissions expressly identified in writing by Contributor as being subject to this Agreement.

1.2 "Derivative Works" means works based upon, derived from, or incorporating the Contribution, in whole or in part.

2. GRANT OF RIGHTS

2.1 Copyright License. Contributor hereby grants to Organization and its affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free, transferable right and license to reproduce, prepare derivative works of, distribute, publicly display, publicly perform, and otherwise exploit the Contribution, and to sublicense such rights through multiple tiers of sublicensees, for any purpose.

2.2 Patent License. To the extent Contributor owns or controls patent claims necessarily infringed by the Contribution as submitted, Contributor hereby grants to Organization and its affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license under such patent claims to make, have made, use, sell, offer for sale, import, and otherwise exploit the Contribution and Derivative Works.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1 Authority. Contributor represents and warrants that Contributor has full power and authority to enter into this Agreement and to grant the rights herein, and that the execution and performance of this Agreement will not violate any agreement to which Contributor is a party.

3.2 Originality and Noninfringement. Contributor represents and warrants that the Contribution is original to Contributor or that Contributor has the right to grant the licenses set forth herein, and that the Contribution does not and will not infringe, misappropriate or otherwise violate the intellectual property, privacy, publicity or other rights of any third party.

3.3 Third-Party Code. Contributor shall disclose in writing any third-party components included in the Contribution and shall provide a copy of all applicable third-party licenses. Contributor represents that such third-party components are properly licensed for the rights granted to Organization.

4. MORAL RIGHTS; WAIVER

Contributor hereby waives, to the fullest extent permitted by applicable law, any moral rights or attribution rights that Contributor may have in the Contribution in favor of Organization. Where such waiver is not permitted by law, Contributor grants Organization an irrevocable license to exercise such moral rights on Contributor’s behalf.

5. CONFIDENTIALITY

5.1 Unless otherwise agreed in writing, the Contribution shall not be treated as confidential by Organization. If Contributor desires to submit confidential information, Contributor must identify such material in writing and secure a separate confidentiality agreement executed by Organization.

6. INDEMNIFICATION

Contributor shall indemnify, defend and hold harmless Organization and its affiliates and licensees from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any claim that the Contribution or Contributor’s breach of the representations and warranties in this Agreement infringes or misappropriates the rights of a third party.

7. LIMITATION ON LIABILITY

EXCEPT FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTION 3 (REPRESENTATIONS AND WARRANTIES) OR SECTION 6 (INDEMNIFICATION), NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. NO OBLIGATION TO ACCEPT CONTRIBUTIONS

Organization shall have no obligation to incorporate the Contribution into any project, and may remove, modify or refuse to accept the Contribution at Organization’s discretion.

9. NOTICES

Organization Notice Address:

Contributor Notice Address:

Notices shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or such other address as either party designates by notice.

10. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes arising under or relating to this Agreement.

Governing Law (State or Country):

12. ENTIRE AGREEMENT; SEVERABILITY

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. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

13. EXECUTION

The parties have executed this Agreement by their duly authorized representatives as of the date first written above.

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