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1 | CONTRIBUTOR AGREEMENT (combined template) | 1 | Harmony [Individual|Entity] Contributor [License|Assignment] Agreement | |
2 | 2 | |||
3 | Thank you for your interest in providing one or more contributions to ___________ ("We" or | 3 | Thank you for your interest in contributing to [PROJECT_NAME] ("We" or "Us"). | |
4 | "Us"). We refer to the contributor as "You". | |||
5 | 4 | |||
6 | In order to document the copyright and other rights granted with Contributions (as defined | 5 | This contributor agreement ("Agreement") documents the rights granted by contributors to | |
7 | below), We collect a Contributor Agreement ("Agreement") from You which confirms your | 6 | Us. To make this document effective, please sign it and send it to Us by mail, email, fax, | |
8 | agreement to the terms below. Please follow the instructions at the end of the document to | 7 | or electronic submission, following the instructions at [SUBMISSION_INSTRUCTIONS]. This is | |
9 | make it effective. This is a legally binding document, so please read it carefully before | 8 | a legally binding document, so please read it carefully before agreeing to it. The | |
10 | agreeing to it. The Agreement provides for submission of Contributions to more than one | 9 | Agreement may cover more than one software project managed by Us. | |
11 | software project managed by Us. | 10 | ||
12 | 11 | 1. Definitions | ||
13 | 1. DEFINITIONS | 12 | ||
14 | 13 | "You" (Individual) means the individual who Submits a Contribution to Us. | ||
15 | 1.1 "Contribution" shall mean any work of authorship that is Submitted to Us in which You | 14 | ||
16 | own the Copyright. If You do not own the Copyright in the entire work of authorship | 15 | "You" (Entity) means any Legal Entity on behalf of whom a Contribution has been received | |
17 | Submitted, You should follow the procedure in Section 3(d). | 16 | by Us. "Legal Entity" means an entity which is not a natural person. "Affiliates" means | |
18 | 17 | other Legal Entities that control, are controlled by, or under common control with that | ||
19 | 1.2 "Copyright" shall mean all rights protecting works of authorship, including copyright, | 18 | Legal Entity. For the purposes of this definition, "control" means (i) the power, direct | |
20 | moral and neighboring rights, as appropriate, for the full term of their existence | 19 | or indirect, to cause the direction or management of such Legal Entity, whether by | |
21 | including any extensions owned or controlled by You [or Your Affiliates]. | 20 | contract or otherwise, (ii) ownership of fifty percent (50%) or more of the outstanding | |
22 | 21 | shares or securities which vote to elect the management or other persons who direct such | ||
23 | 1.3 "Effective Date" shall mean the earlier of your execution of this Agreement or your | 22 | Legal Entity or (iii) beneficial ownership of such entity. | |
24 | first submission of a Contribution to Us. | 23 | ||
25 | 24 | "Contribution" means any work of authorship that is Submitted by You to Us in which You | ||
26 | [1.4 "Legal Entity" shall mean a corporation, limited liability company or other entity.] | 25 | own or assert ownership of the Copyright. If You do not own the Copyright in the entire | |
27 | 26 | work of authorship, please follow the instructions in [NONOWNER_INSTRUCTIONS]. | ||
28 | 1.5 "Media" shall mean any Contribution which is not software. Media may include video, | 27 | ||
29 | text or images. | 28 | "Copyright" means all rights protecting works of authorship owned or controlled by You [or | |
30 | 29 | Your Affiliates], including copyright, moral and neighboring rights, as appropriate, for | ||
31 | 1.6 "Patent Claims" shall mean any patent claim(s), now owned or acquired in the future, | 30 | the full term of their existence including any extensions by You. | |
32 | including without limitation, method, process, and apparatus claims which You [or Your | 31 | ||
33 | Affiliates] (a) owned or controlled by You [or Your Affiliates] or (b) which You [or Your | 32 | "Material" means the work of authorship which is made available by Us to third parties. | |
34 | Affiliates] or have the right to grant, to the maximum extent possible, whether on the | 33 | When this Agreement covers more than one software project, the Material means the work of | |
35 | Submission Date of the relevant Contribution or subsequently acquired, under the terms of | 34 | authorship to which the Contribution was Submitted. After You Submit the Contribution, it | |
36 | Section 2.1(b), but only to the extent to which the making, using, having made, selling, | 35 | may be included in the Material. | |
37 | offering for sale, importing or otherwise transferring of the Contribution or the | 36 | ||
38 | Contribution with a Work infringes such Patent Claims. | 37 | "Submit" means any form of electronic, verbal, or written communication sent to Us or our | |
39 | 38 | representatives, including but not limited to electronic mailing lists, source code | ||
40 | 1.7 "Submission" shall mean the work of authorship which You have Submitted. A Submission | 39 | control systems, and issue tracking systems that are managed by, or on behalf of, Us for | |
41 | may consist of only a Contribution or may include third party works of authorship in | 40 | the purpose of discussing and improving the Material, but excluding communication that is | |
42 | addition to the Contribution. "Submitted" shall mean any form of electronic, verbal, or | 41 | conspicuously marked or otherwise designated in writing by You as "Not a Contribution." | |
43 | written communication sent to Us or our representatives, including but not limited to | 42 | ||
44 | communication of electronic mailing lists, source code control systems, and issue tracking | 43 | "Submission Date" means the date on which You Submit a Contribution to Us. | |
45 | systems that are managed by, or on behalf of, Us for the purpose of discussing and | 44 | ||
46 | improving the Work, but excluding communication that is conspicuously marked or otherwise | 45 | "Effective Date" means the date You execute this Agreement or the date You first Submit a | |
47 | designated in writing by You as "Not a Contribution." | 46 | Contribution to Us, whichever is earlier. | |
48 | 47 | |||
49 | 1.8 "Submission Date" shall mean the date on which a Contribution is Submitted to Us. | 48 | "Media" means any portion of a Contribution which is not software. | |
50 | 49 | |||
51 | 1.9 "Work" shall mean the work or works of authorship which are software made available by | 50 | 2. Grant of Rights | |
52 | Us to third parties but not including the Contribution. This Agreement may cover | 51 | ||
53 | Submissions to one or more Works. | 52 | 2.1 Copyright License | |
54 | 53 | |||
55 | 1.10(Individual) "You" shall mean any individual on behalf of whom a Contribution has been | 54 | (a) You retain ownership of the Copyright in Your Contribution and have the same rights to | |
56 | received by Us. | 55 | use or license the Contribution which You would have had without entering into the | |
57 | 56 | Agreement. | ||
58 | 1.10(Entity) "You" shall mean any Legal Entity on behalf of whom a Contribution has been | |||
59 | received by Us. "Affiliates" shall mean other Legal Entities that are controlled by, | |||
60 | controlling or under common control by a Legal Entity. For the purposes of this | |||
61 | definition, "control" means (i) the power, direct or indirect, to cause the direction or | |||
62 | management of such Legal Entity, whether by contract or otherwise, (ii) ownership of fifty | |||
63 | percent (50%) or more of the outstanding shares or securities which vote to elect the | |||
64 | management or other persons who direct such Legal Entity or (iii) beneficial ownership of | |||
65 | such entity. | |||
66 | ||||
67 | 2. TRANSFER OPTIONS | |||
68 | ||||
69 | 2.1 Copyright License/Patent License | |||
70 | ||||
71 | (a) You retain ownership of the Copyright and Patent Claims in your Contributions and have | |||
72 | the same rights to use or license the Contributions which You would have had without | |||
73 | entering into the Agreement. | |||
74 | 57 | |||
75 | (b) To the maximum extent permitted by the relevant law, You grant to Us a perpetual, | 58 | (b) To the maximum extent permitted by the relevant law, You grant to Us a perpetual, | |
76 | worldwide, non-exclusive, transferable, royalty-free, irrevocable license under the | 59 | worldwide, non-exclusive, transferable, royalty-free, irrevocable license under the | |
77 | Copyrights covering the Contribution, with the right to sublicense such rights through | 60 | Copyright covering the Contribution, with the right to sublicense such rights through | |
78 | multiple tiers of sublicensees, to reproduce, modify, display, perform and distribute the | 61 | multiple tiers of sublicensees, to reproduce, modify, display, perform and distribute the | |
79 | Contribution as part of the Work; provided that this license is conditioned upon | 62 | Contribution as part of the Material; provided that this license is conditioned upon | |
80 | compliance with Section 2.1(d). | 63 | compliance with Section 2.3. | |
81 | 64 | |||
82 | (c) You grant to Us a perpetual, worldwide, non-exclusive, transferable, royalty-free, | 65 | 2.1 Copyright Assignment | |
83 | irrevocable license under the Patent Claims, with the right to sublicense these rights to | 66 | ||
84 | multiple tiers of sublicensees, to make, have made, use, offer for sale, sell, import and | 67 | (a) At the time the Contribution is Submitted, You assign to Us all right, title, and | |
85 | otherwise transfer the Contribution and the Contribution in combination with the Work in | 68 | interest worldwide in all Copyright covering the Contribution; provided that this transfer | |
86 | which the Contribution is included (and portions of such combination) as it exists on the | 69 | is conditioned upon compliance with Section 2.3. | |
87 | Submission Date of that Contribution; provided that this license is conditioned upon | 70 | ||
88 | compliance with Section 2.1(d). | 71 | (b) To the extent that any of the rights in Section 2.1(a) cannot be assigned by You to | |
89 | 72 | Us, You grant to Us a perpetual, worldwide, exclusive, royalty-free, transferable, | ||
90 | (d)(Option One) As a condition on the license rights in Sections 2.1(b) and 2.1(c), | 73 | irrevocable license under such non-assigned rights, with rights to sublicense through | |
91 | We agree to license the Contribution only under the terms of the license or licenses | 74 | multiple tiers of sublicensees, to practice such non-assigned rights, including, but not | |
92 | which We are using on the Submission Date for the Work in which the Contribution is | 75 | limited to, the right to reproduce, modify, display, perform and distribute the | |
93 | included (including any rights to adopt any future version of a license if permitted). | 76 | Contribution; provided that this license is conditioned upon compliance with Section 2.3. | |
94 | 77 | |||
95 | (d)(Option Two) As a condition on the license rights in Sections 2.1(b) and 2.1(c), | 78 | (c) To the extent that any of the rights in Section 2.1(a) can neither be assigned nor | |
96 | We agree to license the Contribution only under the terms of the license or licenses | 79 | licensed by You to Us, You irrevocably waive and agree never to assert such rights against | |
97 | which We are using on the Submission Date for the Work in which the Contribution is | 80 | Us, any of our successors in interest, or any of our licensees, either direct or indirect; | |
98 | included or the following additional licenses__________ (including any right to adopt | 81 | provided that this agreement not to assert is conditioned upon compliance with Section | |
99 | any future version of a license if permitted). | 82 | 2.3. | |
100 | 83 | |||
101 | (d)(Option Three) As a condition on the license rights in Sections 2.1(b) and 2.1(c), | 84 | (d) Upon such transfer of rights to Us, to the maximum extent possible, We immediately | |
102 | We agree to license the Contribution only under the terms of the license or licenses | 85 | grant to You a perpetual, worldwide, non-exclusive, royalty-free, transferable, | |
103 | which We are using on the Submission Date for the Work in which the Contribution is | 86 | irrevocable license under such rights covering the Contribution, with rights to sublicense | |
104 | included or any licenses which are approved by the Open Source Initiative on or after | 87 | through multiple tiers of sublicensees, to reproduce, modify, display, perform, and | |
105 | the Effective Date, including both permissive and copyleft licenses, whether or not such | 88 | distribute the Contribution. The intention of the parties is that this license will be as | |
106 | licenses are subsequently disapproved (including any right to adopt any future version | 89 | broad as possible and to provide You with rights as similar as possible to the owner of | |
107 | of a license if permitted). | 90 | the rights that You transferred. This license back is limited to the Contribution and does | |
108 | 91 | not provide any rights to the Material. | ||
109 | (d)(Option Four) As a condition on the license rights in Sections 2.1(b) and 2.1(c), | 92 | ||
110 | We agree to license the Contribution only under the terms of the license or licenses | 93 | 2.2 Patent License | |
111 | which We are using on the Submission Date for the Work in which the Contribution is | 94 | ||
112 | included or any licenses which are recommended by the Free Software Foundation for | 95 | For patent claims including, without limitation, method, process, and apparatus claims | |
113 | use in GNU projects on or after the Effective Date, whether or not such licenses are | 96 | which You [or Your Affiliates] own, control or have the right to grant, now or in the | |
114 | subsequently disapproved (including any right to adopt any future version of a license | 97 | future, You grant to Us a perpetual, worldwide, non-exclusive, transferable, royalty-free, | |
115 | if permitted). | 98 | irrevocable patent license, with the right to sublicense these rights to multiple tiers of | |
116 | 99 | sublicensees, to make, have made, use, sell, offer for sale, import and otherwise transfer | ||
117 | (d)(Option Five) Based on the license rights granted in Section 2.1(b) and 2.1(c), if | 100 | the Contribution and the Contribution in combination with the Material (and portions of | |
118 | We include Your Contribution in a Work, We may license such Contribution under any | 101 | such combination). This license is granted only to the extent that the exercise of the | |
119 | license, including copyleft, permissive, commercial, or proprietary licenses, but as | 102 | licensed rights infringes such patent claims; and provided that this license is | |
120 | a condition of the exercise of this right in Section 2.1(d), We agree to license the | 103 | conditioned upon compliance with Section 2.3. | |
121 | Contribution under the terms of the license or licenses which We are using on the | 104 | ||
122 | Submission Date for the Work in which the Contribution is included. | 105 | 2.3 Outbound License | |
123 | 106 | |||
124 | (e) In addition to the license selected above in Section 2.1(d), We may use the following | 107 | (Option One) As a condition on the grant of rights in Sections 2.1 and 2.2, We agree to | |
125 | additional licenses for the Media portion of the Contribution: __________ (including any | 108 | license the Contribution only under the terms of the license or licenses which We are | |
126 | right to adopt any future version of a license if permitted). | 109 | using on the Submission Date for the Material (including any rights to adopt any future | |
127 | 110 | version of a license if permitted). | ||
128 | 2.1 Copyright Assignment/Patent License | 111 | ||
129 | 112 | (Option Two) As a condition on the grant of rights in Sections 2.1 and 2.2, We agree to | ||
130 | (a) At the time the Contribution is Submitted, You assign all right, title, and interest | 113 | license the Contribution only under the terms of the license or licenses which We are | |
131 | worldwide in all Copyrights covering the Contribution to Us; provided that this transfer | 114 | using on the Submission Date for the Material or the following additional licenses: | |
132 | is conditioned upon compliance with Section 2.1(f). | 115 | [LIST_OF_LICENSES] (including any right to adopt any future version of a license if | |
133 | 116 | permitted). | ||
134 | (b) To the extent any of the rights, title and interest in the Copyrights in Section | 117 | ||
135 | 2.1(a) are not assigned by You to Us, You grant to Us a perpetual, worldwide, exclusive, | 118 | (Option Three) As a condition on the grant of rights in Sections 2.1 and 2.2, We agree to | |
136 | royalty-free, transferable, irrevocable license under such non assigned Copyrights, with | 119 | license the Contribution only under the terms of the license or licenses which We are | |
137 | rights to sublicense through multiple tiers of sublicensees, to practice such non-assigned | 120 | using on the Submission Date for the Material or any licenses which are approved by the | |
138 | rights, including, but not limited to, the right to reproduce, modify, display, perform | 121 | Open Source Initiative on or after the Effective Date, including both permissive and | |
139 | and distribute the Contribution provided that this transfer is conditioned upon compliance | 122 | copyleft licenses, whether or not such licenses are subsequently disapproved (including | |
140 | with Section 2.1(f). | 123 | any right to adopt any future version of a license if permitted). | |
141 | 124 | |||
142 | (c) To the extent any of the rights in and to the Copyrights covering the Contribution can | 125 | (Option Four) As a condition on the grant of rights in Sections 2.1 and 2.2, We agree to | |
143 | neither be assigned nor licensed by You to Us, You irrevocably waive and agree never to | 126 | license the Contribution only under the terms of the license or licenses which We are | |
144 | assert such rights against Us, any of our successors in interest, or any of our licensees, | 127 | using on the Submission Date for the Material or any licenses on the Free Software | |
145 | either direct or indirect; provided that this transfer is conditioned upon compliance with | 128 | Foundation's list of "Recommended copyleft licenses" on or after the Effective Date, | |
146 | Section 2.1(f). | 129 | whether or not such licenses are subsequently disapproved (including any right to adopt | |
147 | ||||
148 | (d) Upon such transfer of rights to Us, to the maximum extent permitted by law for the | |||
149 | Copyrights to the extent transferred by You under Sections 2.1(a), 2.1(b) and 2.1(c), We | |||
150 | immediately grant to You a perpetual, worldwide, non-exclusive, royalty-free, | |||
151 | transferable, irrevocable license under such rights covering the Contribution, with rights | |||
152 | to sublicense through multiple tiers of sublicensees, to reproduce, modify, display, | |||
153 | perform, and distribute the Contribution. The intention of the parties is that this | |||
154 | license will be as broad as possible and to provide You with rights as similar as possible | |||
155 | to the owner of the rights that You transferred. This license back is limited to the | |||
156 | Contribution and does not provide any rights to the Work. | |||
157 | ||||
158 | (e) You grant to Us a perpetual, worldwide, non-exclusive, transferable, royalty-free, | |||
159 | irrevocable license under the Patent Claims, with the right to sublicense these rights to | |||
160 | multiple tiers of sublicensees, to make, have made, use, offer for sale, sell, import and | |||
161 | otherwise transfer the Contribution and the Contribution in combination with the Work in | |||
162 | which the Contribution is included (and portions of such combination) as it exists on the | |||
163 | Submission Date of that Contribution. | |||
164 | ||||
165 | (f)(Option One) As a condition on the grant of rights in Sections 2.1(a), 2.1(b) and | |||
166 | 2.1(c), We agree to license the Contribution only under the terms of the license or | |||
167 | licenses which We are using on the Submission Date for the Work in which the Contribution | |||
168 | is included (including any rights to adopt any future version of a license if permitted). | |||
169 | ||||
170 | (f)(Option Two) As a condition on the grant of rights in Sections 2.1(a), 2.1(b) and | |||
171 | 2.1(c), We agree to license the Contribution only under the terms of the license or | |||
172 | licenses which We are using on the Submission Date for the Work in which the Contribution | |||
173 | is included or the following additional licenses__________ (including any right to adopt | |||
174 | any future version of a license if permitted). | 130 | any future version of a license if permitted). | |
175 | 131 | |||
176 | (f)(Option Three) As a condition on the grant of rights in Sections 2.1(a), 2.1(b) and | 132 | (Option Five) Based on the grant of rights in Sections 2.1 and 2.2, if We include Your | |
177 | 2.1(c), We agree to license the Contribution only under the terms of the license or | 133 | Contribution in a Material, We may license the Contribution under any license, including | |
178 | licenses which We are using on the Submission Date for the Work in which the Contribution | 134 | copyleft, permissive, commercial, or proprietary licenses. As a condition on the exercise | |
179 | is included or any licenses which are approved by the Open Source Initiative on or after | 135 | of this right, We agree to also license the Contribution under the terms of the license or | |
180 | the Effective Date, including both permissive and copyleft licenses, whether or not such | 136 | licenses which We are using for the Material on the Submission Date. | |
181 | licenses are subsequently disapproved (including any right to adopt any future version of | |||
182 | a license if permitted). | |||
183 | ||||
184 | (f)(Option Four) As a condition on the grant of rights in Sections 2.1(a), 2.1(b) and | |||
185 | 2.1(c), We agree to license the Contribution only under the terms of the license or | |||
186 | licenses which We are using on the Submission Date for the Work in which the Contribution | |||
187 | is included or any licenses which are recommended by the Free Software Foundation for use | |||
188 | in GNU projects on or after the Effective Date, whether or not such licenses are | |||
189 | subsequently disapproved (including any right to adopt any future version of a license if | |||
190 | permitted). | |||
191 | 137 | |||
192 | (f)(Option Five) Based on the grant of rights granted in Sections 2.1(a), 2.1(b) and | 138 | In addition, We may use the following licenses for Media in the Contribution: | |
193 | 2.1(c), if We include Your Contribution in a Work, We may license such Contribution under | 139 | [LIST_OF_MEDIA_LICENSES] (including any right to adopt any future version of a license if | |
194 | any license, including copyleft, permissive, commercial, or proprietary licenses, but as a | 140 | permitted). | |
195 | condition of the exercise of this right in Section 2.1(f), We agree to license the | |||
196 | Contribution under the terms of the license or licenses which We are using for the Work in | |||
197 | which the Contribution is included on the Submission Date. | |||
198 | ||||
199 | (g) In addition to the license selected above in Section 2.1(f), We may use the following | |||
200 | additional licenses for the Media portion of the Contribution: __________ (including any | |||
201 | right to adopt any future version of a license if permitted). | |||
202 | 141 | |||
203 | 2.2 Moral Rights. If moral rights apply to the Contribution, to the maximum extent | 142 | 2.4 Moral Rights. If moral rights apply to the Contribution, to the maximum extent | |
204 | permitted by law, You waive and agree not to assert such moral rights against Us or our | 143 | permitted by law, You waive and agree not to assert such moral rights against Us or our | |
205 | successors in interest, or any of our licensees, either direct or indirect. | 144 | successors in interest, or any of our licensees, either direct or indirect. | |
206 | 145 | |||
207 | 2.3 Our Rights. You acknowledge that We are not obligated to use your Contribution as part | 146 | 2.5 Our Rights. You acknowledge that We are not obligated to use Your Contribution as part | |
208 | of the Work distributed by Us and may make the decision to include any Contribution as it | 147 | of the Material and may decide to include any Contribution We consider appropriate. | |
209 | believes is appropriate. | |||
210 | 148 | |||
211 | 2.4 Reservation of Rights. Any rights not expressly [assigned or] licensed under this | 149 | 2.6 Reservation of Rights. Any rights not expressly [assigned or] licensed under this | |
212 | section are expressly reserved by You. | 150 | section are expressly reserved by You. | |
213 | 151 | |||
214 | 3. AGREEMENT | 152 | 3. Agreement | |
215 | 153 | |||
216 | You confirm that: | 154 | You confirm that: | |
217 | 155 | |||
218 | (a) You have the legal authority to enter into this Agreement. | 156 | (a) You have the legal authority to enter into this Agreement. | |
219 | 157 | |||
220 | (b) as provided in the definitions, You reaffirm that You [or Your Affiliates] own the | 158 | (b) You [or Your Affiliates] own the Copyright and patent claims covering the Contribution | |
221 | Copyrights and the Patent Claims covering the Contribution which are required to grant the | 159 | which are required to grant the rights under Section 2. | |
222 | rights under Section 2. | |||
223 | 160 | |||
224 | (c)(Individual) The grant of rights under Section 2 does not violate any grant of rights | 161 | (c)(Individual) The grant of rights under Section 2 does not violate any grant of rights | |
225 | which You have made to third parties, including your employer. If You are an employee, | 162 | which You have made to third parties, including Your employer. If You are an employee, | |
226 | You have had your employer approve this Agreement and sign this document if required by Us | 163 | You have had Your employer approve this Agreement or sign the Entity version of this | |
227 | as described in Section 3.4(d). If You are less than eighteen years old, please have your | 164 | document. If You are less than eighteen years old, please have Your parents or guardian | |
228 | parents or guardian sign the Agreement, if such approval is required by Us as described in | 165 | sign the Agreement. | |
229 | Section 3.4(d). | |||
230 | 166 | |||
231 | (c)(Entity) The grant of rights under Section 2 does not violate any grant of rights which | 167 | (c)(Entity) The grant of rights under Section 2 does not violate any grant of rights which | |
232 | You or Your Affiliates have made to third parties. | 168 | You or Your Affiliates have made to third parties. | |
233 | 169 | |||
234 | (d) If You do not own the copyright in part or all of the Submission, You will follow the | 170 | (d) You have followed the instructions in [NONOWNER_INSTRUCTIONS], if You do not own the | |
235 | procedure set forth by Us in _________. | 171 | Copyright in the entire work of authorship Submitted. | |
236 | 172 | |||
237 | 4. DISCLAIMER | 173 | 4. Disclaimer | |
238 | 174 | |||
239 | EXCEPT FOR THE EXPRESS WARRANTIES IN ARTICLE 3, THE CONTRIBUTION IS | 175 | EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 3, THE CONTRIBUTION IS | |
240 | PROVIDED "AS IS". MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES | 176 | PROVIDED "AS IS". MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES | |
241 | INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, | 177 | INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, | |
242 | FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY | 178 | FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY | |
243 | DISCLAIMED BY YOU TO US [AND BY US TO YOU]. TO THE EXTENT THAT ANY SUCH | 179 | DISCLAIMED BY YOU TO US [AND BY US TO YOU]. TO THE EXTENT THAT ANY SUCH | |
244 | WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO | 180 | WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO | |
245 | THE MINIMUM PERIOD PERMITTED BY LAW. | 181 | THE MINIMUM PERIOD PERMITTED BY LAW. | |
246 | 182 | |||
247 | 5. CONSEQUENTIAL DAMAGE WAIVER | 183 | 5. Consequential Damage Waiver | |
248 | 184 | |||
249 | TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL | 185 | TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL | |
250 | YOU [OR US] BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED | 186 | YOU [OR US] BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED | |
251 | SAVINGS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL | 187 | SAVINGS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL | |
252 | AND EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE | 188 | AND EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE | |
253 | LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE) OR | 189 | LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE | |
254 | OTHERWISE) UPON WHICH THE CLAIM IS BASED. | 190 | CLAIM IS BASED. | |
255 | ||||
256 | 6. MISCELLANEOUS | |||
257 | 191 | |||
258 | 6.1 Governing Law. This Agreement will be governed by and construed in accordance with the | 192 | 6. Miscellaneous | |
259 | laws of the _________ excluding its conflicts of law provisions. Under certain | |||
260 | circumstances, the governing law in this section might be superseded by the United Nations | |||
261 | Convention on Contracts for the International Sale of Goods ("UN Convention") and the | |||
262 | parties intend to avoid the application of the UN Convention to this Agreement and, thus, | |||
263 | exclude the application of the UN Convention in its entirety to this Agreement. | |||
264 | ||||
265 | 6.2 Miscellaneous Provisions. This Agreement sets out the entire agreement between You and | |||
266 | Us for your Contributions to Us and overrides all other agreements or understandings. | |||
267 | Either party may assign the rights and obligations under the Agreement to any third party | |||
268 | if the third party agrees, as a condition of the assignment, in writing to abide by the | |||
269 | rights and obligations in the Agreement. The failure of either party to require | |||
270 | performance by the other party of any provision of this Agreement in one situation shall | |||
271 | not affect the right of a party to require such performance at any time in the future and | |||
272 | a waiver of performance under a provision in one situation shall not be considered a | |||
273 | waiver of the performance of the provision in the future or a waiver of the provision in | |||
274 | its entirety. If any provision of this Agreement is found void and unenforceable, such | |||
275 | provision will be replaced to the extent possible with a provision that comes closest to | |||
276 | the meaning of the original provision and which is enforceable. The terms and conditions | |||
277 | set forth in this Agreement shall apply notwithstanding any failure of essential purpose | |||
278 | of this Agreement or any limited remedy to the maximum extent possible under law. | |||
279 | 193 | |||
280 | The parties agree to the terms of the Agreement and indicate such agreement as described | 194 | 6.1 This Agreement will be governed by and construed in accordance with the laws of | |
281 | in _________. | 195 | [JURISDICTION] excluding its conflicts of law provisions. Under certain circumstances, the | |
196 | governing law in this section might be superseded by the United Nations Convention on | |||
197 | Contracts for the International Sale of Goods ("UN Convention") and the parties intend to | |||
198 | avoid the application of the UN Convention to this Agreement and, thus, exclude the | |||
199 | application of the UN Convention in its entirety to this Agreement. | |||
200 | ||||
201 | 6.2 This Agreement sets out the entire agreement between You and Us for Your Contributions | |||
202 | to Us and overrides all other agreements or understandings. | |||
203 | ||||
204 | 6.3 If You or We assign the rights or obligations received through this Agreement to a | |||
205 | third party, as a condition of the assignment, that third party must agree in writing to | |||
206 | abide by all the rights and obligations in the Agreement. | |||
207 | ||||
208 | 6.4 The failure of either party to require performance by the other party of any provision | |||
209 | of this Agreement in one situation shall not affect the right of a party to require such | |||
210 | performance at any time in the future. A waiver of performance under a provision in one | |||
211 | situation shall not be considered a waiver of the performance of the provision in the | |||
212 | future or a waiver of the provision in its entirety. | |||
213 | ||||
214 | 6.5 If any provision of this Agreement is found void and unenforceable, such provision | |||
215 | will be replaced to the extent possible with a provision that comes closest to the meaning | |||
216 | of the original provision and which is enforceable. The terms and conditions set forth in | |||
217 | this Agreement shall apply notwithstanding any failure of essential purpose of this | |||
218 | Agreement or any limited remedy to the maximum extent possible under law. | |||
282 | 219 | |||
283 | You (Individual) | 220 | You (Individual) | |
284 | ________________________ | 221 | ________________________ | |
285 | Name: ______________________ | 222 | Name: ______________________ | |
286 | Address: ______________________ | 223 | Address: ______________________ | |
287 | ______________________ | 224 | ______________________ | |
288 | 225 | |||
289 | You (Legal Entity) | 226 | You (Legal Entity) | |
290 | ________________________ | 227 | ________________________ | |
291 | Name: ______________________ | 228 | Name: ______________________ | |
292 | Title: ______________________ | 229 | Title: ______________________ | |
293 | Address: ______________________ | 230 | Address: ______________________ | |
294 | ______________________ | 231 | ______________________ | |
295 | 232 | |||
296 | Us | 233 | Us | |
297 | ________________________ | 234 | ________________________ | |
298 | Name: ______________________ | 235 | Name: ______________________ | |
299 | Title: ______________________ | 236 | Title: ______________________ | |
300 | Address: ______________________ | 237 | Address: ______________________ | |
301 | ______________________ | 238 | ______________________ |