Modified lines:  1, 3, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 77, 78, 79, 80, 81, 82, 83, 84, 85, 86, 87, 88, 89, 90, 91, 92, 93, 94, 95, 96, 97, 98, 99, 100, 101, 102, 103, 104, 105, 106, 107, 108, 109, 110, 111, 112, 113, 114, 115, 116, 117, 118, 119, 120, 121, 122, 123, 124, 125, 126, 127, 128, 129, 130, 131, 132, 133, 134, 135, 136, 137, 138, 139, 140, 141, 142, 143, 144, 145, 146, 176, 177, 178, 179, 180, 192, 193, 194, 203, 207, 208, 211, 214, 220, 221, 225, 226, 227, 228, 234, 235, 237, 239, 245, 247, 253, 254, 258, 280, 281
Added line:  196, 197, 198, 199, 200, 201, 202, 203, 204, 205, 206, 207, 208, 209, 210, 211, 212, 213, 214, 215, 216, 217, 218
Removed line:  4, 58, 59, 60, 61, 62, 63, 64, 65, 66, 67, 68, 69, 70, 71, 72, 73, 147, 148, 149, 150, 151, 152, 153, 154, 155, 156, 157, 158, 159, 160, 161, 162, 163, 164, 165, 166, 167, 168, 169, 170, 171, 172, 173, 181, 182, 183, 184, 185, 186, 187, 188, 189, 190, 195, 196, 197, 198, 199, 200, 201, 209, 222, 229, 255, 256, 259, 260, 261, 262, 263, 264, 265, 266, 267, 268, 269, 270, 271, 272, 273, 274, 275, 276, 277, 278

  combined-alpha.txt     combined-v1.txt
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    238 lines
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Last modified : Thu Jul 7 16:09:17 2011

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          ______________________