Heterogeneous System Architecture Foundation (“HSAF”)
Community Source Program
CONTRIBUTOR LICENSE AGREEMENT (Corporation)
This Contributor License Agreement (“Agreement”) clarifies the intellectual property licenses associated with HSAF Products (as defined below) and associated contributions from any person or entity (“Contributions”). Before accepting any Contributions, the HSAF must have a Contributor License Agreement on file with the Contributor. This Agreement protects Contributors and users of HSAF Products (as defined below) as well as the HSAF Community Source Program (“Program”) and the HSAF, and does not interfere with a Contributor’s right to use its own Contributions for any other purpose.
This Agreement allows an entity to submit Contributions to the HSAF and authorizes Contributions submitted by designated employees of Contributor to be submitted to the HSAF, and grants copyright and patent licenses in the Contributor’s Contributions to the HSAF and users of HSAF Products (as defined below).
Please read this document carefully before signing and keep a copy for your records.
Corporation name: _________________________________________________ (“Contributor”)
Corporation address: ________________________________________________
Point of Contact: ___________________________________________________
Please fill in the information requested above, and send a copy of your signed Agreement to:
HSA Foundation Inc.
Attn: Community Source Program Office
3855 SW 153rd Drive
Beaverton, OR 97006
Scanned Agreements may also be emailed in signed .pdf form to email@example.com, or completed and signed electronically.
Terms and Conditions
Contributor accepts and agrees to the following terms and conditions for Contributor’s present and future Contributions submitted to the Program. In return, the HSAF will not use Contributions in a way that is contrary to the public benefit or inconsistent with its nonprofit status and bylaws in effect at the time of the Contribution. Except for the license granted herein to the HSAF and recipients of HSAF Products distributed by the Program, Contributor reserves all right, title, and interest in and to Contributor’s Contributions.
“Contributor” means the copyright owner or legal entity authorized by the copyright owner that is making this grant to the HSAF. For legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity are considered to be a single Contributor. For purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
“Contribution” means any code, documentation or other original works of authorship expressly identified in Schedule B, as well as any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by Contributor for inclusion in, or documentation of, any of the software and related documentation products managed or maintained by the Program (the “Work”). For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to the Program or its 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 Program for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by a Contributor as “Not a Contribution.” HSAF Products are included in the definition of “Work” as set forth above and below.
“HSAF Products” means code, documentation or other original works of authorship comprising the software and related documentation products managed or maintained by the Program and licensed in accordance with various community source licenses, including the Apache License Version 2.0 (http://www.apache.org/licenses/LICENSE-2.0) and the University of Illinois/NCSA Open Source License (http://llvm.org/releases/2.8/LICENSE.TXT). HSAF Products are included in the definition of “Work” as set forth above and below.
2. Grant of Copyright License. Subject to the terms and conditions of this Agreement, Contributor grants to the HSAF and to recipients of HSAF Products distributed by the Program 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 Contributor’s Contributions and any derivative works of same.
3. Grant of Patent License. Subject to the terms and conditions of this Agreement, Contributor grants to the HSAF and to recipients of HSAF Products distributed by the Program a perpetual, worldwide, nonexclusive, 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 Work, however such license applies only to those patent claims licensable by Contributor that are necessarily infringed by Contributor’s Contribution(s) alone or in combination with the Work to which such Contribution(s) was submitted. If any individual or entity institutes patent litigation against Contributor or any other individual or entity (including a cross claim or counterclaim in a lawsuit) alleging that Contributor’s Contribution, or the Work to which Contributor has contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that individual or entity under this Agreement for that Contribution or Work will terminate as of the date such litigation is filed.
4. Representations and Warranties. Contributor makes the following representations and warranties:
(a) Contributor is legally entitled to grant the above licenses.
(b) Each employee of Contributor designated on Schedule A below (or in a subsequent written modification to that Schedule) is authorized to submit Contributions on behalf of Contributor.
(c) Each of Contributor’s Contributions is an original creation of Contributor (see section 6 for submissions on behalf of others).
5. Support. Contributor is not expected to provide support for Contributor’s Contributions, except to the extent Contributor desires to provide support. Contributor may provide support for free, for a fee, or not at all. UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, CONTRIBUTOR PROVIDES CONTRIBUTIONS ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
6. Works of Others. Should Contributor wish to submit work that is not an original creation of Contributor, Contributor may submit it to the Program 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 Contributor is aware, and conspicuously marking the work as “Submitted on behalf of a third party: [named here]“.
7. Employees. Contributor will notify the Program when any change is required to the list of designated employees authorized to submit Contributions on behalf of the Contributor, or to the Contributor’s Point of Contact for the Program.
Please sign:__________________________________ Date:_______________
[Initial list of designated employees. NB: authorization is not tied to particular Contributions.]
[Identification of optional concurrent software grant. Would be left blank or omitted if there is no concurrent software grant.]