1CONTRIBUTOR AGREEMENT (combined template)
line 1: Do a fresh pass over the Alpha drafts for simplicity and clarity.
line 1: The final generated form of the agreement, after selecting through the checkboxes, should give a full title at the top, e.g. "Harmony Individual Contributor License Agreement".
2
3Thank you for your interest in providing one or more contributions to ___________ ("We" or
4"Us"). We refer to the contributor as "You".
5
6In order to document the copyright and other rights granted with Contributions (as defined
7below), We collect a Contributor Agreement ("Agreement") from You which confirms your
8agreement to the terms below. Please follow the instructions at the end of the document to
9make it effective. This is a legally binding document, so please read it carefully before
10agreeing to it. The Agreement provides for submission of Contributions to more than one
11software project managed by Us.
12
131. DEFINITIONS
14
151.1 "Contribution" shall mean any work of authorship that is Submitted to Us in which You
lines 15-58: The texts are intended for wide use by the communities and should be as simple as feasible. Therefore, I'd propose to get rid of the lawyyerish "shall" in the definitions.
16own the Copyright. If You do not own the Copyright in the entire work of authorship
17Submitted, You should follow the procedure in Section 3(d).
18
191.2 "Copyright" shall mean all rights protecting works of authorship, including copyright,
20moral and neighboring rights, as appropriate, for the full term of their existence
21including any extensions owned or controlled by You [or Your Affiliates].
22
231.3 "Effective Date" shall mean the earlier of your execution of this Agreement or your
24first submission of a Contribution to Us.
25
26[1.4 "Legal Entity" shall mean a corporation, limited liability company or other entity.]
27
281.5 "Media" shall mean any Contribution which is not software. Media may include video,
29text or images.
30
311.6 "Patent Claims" shall mean any patent claim(s), now owned or acquired in the future,
32including without limitation,  method, process, and apparatus claims which You [or Your
33Affiliates] (a) owned or controlled by You [or Your Affiliates] or (b) which You [or Your
34Affiliates] or have the right to grant, to the maximum extent possible, whether on the
35Submission Date of the relevant Contribution or subsequently acquired, under the terms of
36Section 2.1(b), but only to the extent to which the making, using, having made, selling,
37offering for sale, importing or otherwise transferring of the Contribution or the
38Contribution with a Work infringes such Patent Claims.
39
401.7 "Submission" shall mean the work of authorship which You have Submitted. A Submission
41may consist of only a Contribution or may include third party works of authorship in
42addition to the Contribution. "Submitted" shall mean any form of electronic, verbal, or
43written communication sent to Us or our representatives, including but not limited to
44communication of electronic mailing lists, source code control systems, and issue tracking
45systems that are managed by, or on behalf of, Us for the purpose of discussing and
46improving the Work, but excluding communication that is conspicuously marked or otherwise
47designated in writing by You as "Not a Contribution."
48
491.8 "Submission Date" shall mean the date on which a Contribution is Submitted to Us.
50
511.9 "Work" shall mean the work or works of authorship which are software made available by
lines 51-55: In the HA-CAA agreements, the numbering got mixed up.
52Us to third parties but not including the Contribution. This Agreement may cover
53Submissions to one or more Works.
54
551.10(Individual) "You" shall mean any individual on behalf of whom a Contribution has been
56received by Us.
57
581.10(Entity) “You” shall mean any Legal Entity on behalf of whom a Contribution has been
59received by Us. “Affiliates” shall mean other Legal Entities that are controlled by,
60controlling or under common control by a Legal Entity. For the purposes of this
61definition, “control” means (i) the power, direct or indirect, to cause the direction or
62management of such Legal Entity, whether by contract or otherwise, (ii) ownership of fifty
63percent (50%) or more of the outstanding shares or securities which vote to elect the
64management or other persons who direct such Legal Entity or (iii) beneficial ownership of
65such entity.
66
672. TRANSFER OPTIONS
68
692.1 Copyright License/Patent License
70
71(a) You retain ownership of the Copyright and Patent Claims in your Contributions and have
72the same rights to use or license the Contributions which You would have had without
73entering into the Agreement.
74
75(b) To the maximum extent permitted by the relevant law, You grant to Us a perpetual,
76worldwide, non-exclusive, transferable, royalty-free, irrevocable license under the
77Copyrights covering the Contribution, with the right to sublicense such rights through
78multiple tiers of sublicensees, to reproduce, modify, display, perform and distribute the
79Contribution as part of the Work; provided that this license is conditioned upon
80compliance with Section 2.1(d).
81
82(c) You grant to Us a perpetual, worldwide, non-exclusive, transferable, royalty-free,
lines 82-88: Discuss potential for patent license back to contributor.
lines 82-88: In the HA-CAA agreements, the patent license does not seem to be conditioned upon compliance with lit. (f).
83irrevocable license under the Patent Claims, with the right to sublicense these rights to
84multiple tiers of sublicensees, to make, have made, use, offer for sale, sell, import and
85otherwise transfer the Contribution and the Contribution in combination with the Work in
86which the Contribution is included (and portions of such combination) as it exists on the
87Submission Date of that Contribution; provided that this license is conditioned upon
88compliance with Section 2.1(d).
89
90(d)(Option One) As a condition on the license rights in Sections 2.1(b) and 2.1(c),
line 90: In the HA-CAA agreements, a reference to 2.1(e) - the patent license - is missing.
91We agree to license the Contribution only under the terms of the license or licenses
92which We are using on the Submission Date for the Work in which the Contribution is
93included (including any rights to adopt any future version of a license if permitted).
94
95(d)(Option Two) As a condition on the license rights in Sections 2.1(b) and 2.1(c),
line 95: In the HA-CAA agreements, a reference to 2.1(e) - the patent license - is missing.
96We agree to license the Contribution only under the terms of the license or licenses
97which We are using on the Submission Date for the Work in which the Contribution is
98included or the following additional licenses__________ (including any right to adopt
99any future version of a license if permitted).
100
101(d)(Option Three) As a condition on the license rights in Sections 2.1(b) and 2.1(c),
line 101: In the HA-CAA agreements, a reference to 2.1(e) - the patent license - is missing.
102We agree to license the Contribution only under the terms of the license or licenses
103which We are using on the Submission Date for the Work in which the Contribution is
104included or any licenses which are approved by the Open Source Initiative on or after
105the Effective Date, including both permissive and copyleft licenses, whether or not such
106licenses are subsequently disapproved (including any right to adopt any future version
107of a license if permitted).
108
109(d)(Option Four) As a condition on the license rights in Sections 2.1(b) and 2.1(c),
line 109: In the HA-CAA agreements, a reference to 2.1(e) - the patent license - is missing.
110We agree to license the Contribution only under the terms of the license or licenses
111which We are using on the Submission Date for the Work in which the Contribution is
112included or any licenses which are recommended by the Free Software Foundation for
113use in GNU projects on or after the Effective Date, whether or not such licenses are
114subsequently disapproved (including any right to adopt any future version of a license
115if permitted).
116
117(d)(Option Five) Based on the license rights granted in Section 2.1(b) and 2.1(c), if
line 117: In the HA-CAA agreements, a reference to 2.1(e) - the patent license - is missing.
118We include Your Contribution in a Work, We may license such Contribution under any
119license, including copyleft, permissive, commercial, or proprietary licenses, but as
120a condition of the exercise of this right in Section 2.1(d), We agree to license the
lines 120-122: Clarify the reciprocal nature of Option Five.
121Contribution under the terms of the license or licenses which We are using on the
122Submission Date for the Work in which the Contribution is included.
123
124(e) In addition to the license selected above in Section 2.1(d), We may use the following
125additional licenses for the Media portion of the Contribution: __________ (including any
126right to adopt any future version of a license if permitted).
127
1282.1 Copyright Assignment/Patent License
129
130(a) At the time the Contribution is Submitted, You assign all right, title, and interest
131worldwide in all Copyrights covering the Contribution to Us; provided that this transfer
132is conditioned upon compliance with Section 2.1(f).
133
134(b) To the extent any of the rights, title and interest in the Copyrights in Section
1352.1(a) are not assigned by You to Us, You grant to Us a perpetual, worldwide, exclusive,
136royalty-free, transferable, irrevocable license under such non assigned Copyrights, with
137rights to sublicense through multiple tiers of sublicensees, to practice such non-assigned
138rights, including, but not limited to, the right to reproduce, modify, display, perform
139and distribute the Contribution provided that this transfer is conditioned upon compliance
140with Section 2.1(f).
141
142(c) To the extent any of the rights in and to the Copyrights covering the Contribution can
143neither be assigned nor licensed by You to Us, You irrevocably waive and agree never to
144assert such rights against Us, any of our successors in interest, or any of our licensees,
145either direct or indirect; provided that this transfer is conditioned upon compliance with
146Section 2.1(f).
147
148(d) Upon such transfer of rights to Us, to the maximum extent permitted by law for the
149Copyrights to the extent transferred by You under Sections 2.1(a), 2.1(b) and 2.1(c), We
150immediately grant to You a perpetual, worldwide, non-exclusive, royalty-free,
151transferable, irrevocable license under such rights covering the Contribution, with rights
152to sublicense through multiple tiers of sublicensees, to reproduce, modify, display,
153perform, and distribute the Contribution. The intention of the parties is that this
154license will be as broad as possible and to provide You with rights as similar as possible
155to the owner of the rights that You transferred. This license back is limited to the
156Contribution and does not provide any rights to the Work.
157
158(e) You grant to Us a perpetual, worldwide, non-exclusive, transferable, royalty-free,
lines 158-163: Discuss potential for patent license back to contributor.
159irrevocable license under the Patent Claims, with the right to sublicense these rights to
160multiple tiers of sublicensees, to make, have made, use, offer for sale, sell, import and
161otherwise transfer the Contribution and the Contribution in combination with the Work in
162which the Contribution is included (and portions of such combination) as it exists on the
163Submission 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
1662.1(c), We agree to license the Contribution only under the terms of the license or
167licenses which We are using on the Submission Date for the Work in which the Contribution
168is 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
1712.1(c), We agree to license the Contribution only under the terms of the license or
172licenses which We are using on the Submission Date for the Work in which the Contribution
173is included or the following additional licenses__________ (including any right to adopt
174any future version of a license if permitted).
175
176(f)(Option Three) As a condition on the grant of rights in Sections 2.1(a), 2.1(b) and
1772.1(c), We agree to license the Contribution only under the terms of the license or
178licenses which We are using on the Submission Date for the Work in which the Contribution
179is included or any licenses which are approved by the Open Source Initiative on or after
180the Effective Date, including both permissive and copyleft licenses, whether or not such
181licenses are subsequently disapproved (including any right to adopt any future version of
182a 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
1852.1(c), We agree to license the Contribution only under the terms of the license or
186licenses which We are using on the Submission Date for the Work in which the Contribution
187is included or any licenses which are recommended by the Free Software Foundation for use
188in GNU projects on or after the Effective Date, whether or not such licenses are
189subsequently disapproved (including any right to adopt any future version of a license if
190permitted).
191
192(f)(Option Five) Based on the grant of rights granted in Sections 2.1(a), 2.1(b) and
1932.1(c), if We include Your Contribution in a Work, We may license such Contribution under
194any license, including copyleft, permissive, commercial, or proprietary licenses, but as a
195condition of the exercise of this right in Section 2.1(f), We agree to license the
196Contribution under the terms of the license or licenses which We are using for the Work in
197which 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
200additional licenses for the Media portion of the Contribution: __________ (including any
201right to adopt any future version of a license if permitted).
202
2032.2 Moral Rights. If moral rights apply to the Contribution, to the maximum extent
204permitted by law, You waive and agree not to assert such moral rights against Us or our
205successors in interest, or any of our licensees, either direct or indirect.
206
2072.3 Our Rights. You acknowledge that We are not obligated to use your Contribution as part
208of the Work distributed by Us and may make the decision to include any Contribution as it
209believes is appropriate.
210
2112.4 Reservation of Rights. Any rights not expressly [assigned or] licensed under this
212section are expressly reserved by You.
213
2143. AGREEMENT
215
216You confirm that:
217
218(a) You have the legal authority to enter into this Agreement.
219
220(b) as provided in the definitions, You reaffirm that You [or Your Affiliates] own the
221Copyrights and the Patent Claims covering the Contribution which are required to grant the
222rights under Section 2.
223
224(c)(Individual) The grant of rights under Section 2 does not violate any grant of rights
225which You have made to third parties, including your employer. If You are an employee,
226You have had your employer approve this Agreement and sign this document if required by Us
227as described in Section 3.4(d). If You are less than eighteen years old, please have your
228parents or guardian sign the Agreement, if such approval is required by Us as described in
229Section 3.4(d).
230
231(c)(Entity) The grant of rights under Section 2 does not violate any grant of rights which
232You or Your Affiliates have made to third parties.
233
234(d) If You do not own the copyright in part or all of the Submission, You will follow the
235procedure set forth by Us in _________.
236
2374. DISCLAIMER
238
239EXCEPT FOR THE EXPRESS WARRANTIES IN ARTICLE 3, THE CONTRIBUTION IS
240PROVIDED "AS IS". MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES
241INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY,
242FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY
243DISCLAIMED BY YOU TO US [AND BY US TO YOU]. TO THE EXTENT THAT ANY SUCH
244WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO
245THE MINIMUM PERIOD PERMITTED BY LAW.
246
2475. CONSEQUENTIAL DAMAGE WAIVER
248
249TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL
250YOU [OR US] BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED
251SAVINGS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL
252AND EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE
253LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
lines 253-254: Misnested parentheses
254OTHERWISE) UPON WHICH THE CLAIM IS BASED.
255
2566. MISCELLANEOUS
257
2586.1 Governing Law. This Agreement will be governed by and construed in accordance with the
259laws of the _________ excluding its conflicts of law provisions. Under certain
260circumstances, the governing law in this section might be superseded by the United Nations
261Convention on Contracts for the International Sale of Goods ("UN Convention") and the
262parties intend to avoid the application of the UN Convention to this Agreement and, thus,
263exclude the application of the UN Convention in its entirety to this Agreement.
264
2656.2 Miscellaneous Provisions. This Agreement sets out the entire agreement between You and
266Us for your Contributions to Us and overrides all other agreements or understandings.
267Either party may assign the rights and obligations under the Agreement to any third party
lines 267-269: Try rewording this to make the obligations of the third party clearer.
268if the third party agrees, as a condition of the assignment, in writing to abide by the
269rights and obligations in the Agreement. The failure of either party to require
270performance by the other party of any provision of this Agreement in one situation shall
271not affect the right of a party to require such performance at any time in the future and
272a waiver of performance under a provision in one situation shall not be considered a
273waiver of the performance of the provision in the future or a waiver of the provision in
274its entirety. If any provision of this Agreement is found void and unenforceable, such
275provision will be replaced to the extent possible with a provision that comes closest to
276the meaning of the original provision and which is enforceable. The terms and conditions
277set forth in this Agreement shall apply notwithstanding any failure of essential purpose
278of this Agreement or any limited remedy to the maximum extent possible under law.
279
280The parties agree to the terms of the Agreement and indicate such agreement as described
281in _________.
282
283You (Individual)
284________________________
285Name: ______________________
286Address: ______________________
287 ______________________
288
289You (Legal Entity)
290________________________
291Name: ______________________
292Title: ______________________
293Address: ______________________
294 ______________________
295
296Us
297________________________
298Name: ______________________
299Title: ______________________
300Address: ______________________
301 ______________________