This Corporate Contributor License Agreement ("Agreement") is entered into by and between the entity identified below ("Corporation") and the project maintainer(s) ("Maintainers"). This Agreement is effective as of the date of the last signature below.
1.1 "Contribution" means any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by Corporation to the Maintainers for inclusion in, or documentation of, any of the projects owned or managed by the Maintainers (the "Project"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Maintainers or their 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 Maintainers for the purpose of discussing and improving the Project, but excluding communication that is conspicuously marked or otherwise designated in writing by Corporation as "Not a Contribution."
1.2 "Corporation" means the entity that is making this Agreement with the Maintainers.
1.3 "Maintainers" means the project maintainer(s) who manage the Project.
Subject to the terms and conditions of this Agreement, Corporation hereby grants to the Maintainers and to recipients of software distributed by the Maintainers 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 the Contributions and such derivative works.
Subject to the terms and conditions of this Agreement, Corporation hereby grants to the Maintainers and to recipients of software distributed by the Maintainers 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 Contribution, where such license applies only to those patent claims licensable by Corporation that are necessarily infringed by Corporation's Contribution(s) alone or by combination of Corporation's Contribution(s) with the Project to which such Contribution(s) was submitted. If any entity institutes patent litigation against Corporation or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that Corporation's Contribution, or the Project to which Corporation has contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Project shall terminate as of the date such litigation is filed.
4.1 Corporation represents that it is legally entitled to grant the above licenses.
4.2 Corporation represents that each employee of the Corporation is authorized to submit Contributions on behalf of the Corporation.
4.3 Corporation represents that each Contribution is its original creation (see section 7 for submissions on behalf of others).
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO WARRANTIES OR OTHER CONDITIONS ARE MADE BY CORPORATION OR MAINTAINERS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND CORPORATION AND MAINTAINERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
IN NO EVENT WILL CORPORATION OR MAINTAINERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If Corporation wishes to submit work that is not its original creation, Corporation may submit it to the Maintainers 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 Corporation is personally aware, and conspicuously marking the work as "Submitted on behalf of a third party: [named here]".
By signing below, the Corporation accepts and agrees to the terms of this Agreement.