This Corporate Contributor License Agreement (“Agreement”) is entered into between the undersigned legal entity (“Contributor”) and Nikan Radan (“Project Owner”).
By authorizing one or more individuals to submit Contributions to the Project, Contributor agrees to the following terms and conditions.
“Contributor” means the legal entity that signs this Agreement.
“Authorized Contributor” means an employee or contractor of the Contributor who is authorized to submit Contributions to the Project on behalf of the Contributor.
“Contribution” means any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by an Authorized Contributor to the Project for inclusion in, or documentation of, the Project.
“Project Owner” means Nikan Radan.
Contributor represents and warrants that each Authorized Contributor is legally authorized to submit Contributions on behalf of the Contributor and that such Contributions are made within the scope of their employment or engagement with the Contributor.
Contributor agrees to maintain internal records identifying Authorized Contributors and to promptly notify the Project Owner if an individual is no longer authorized to contribute on its behalf.
Contributor hereby irrevocably assigns, transfers, and conveys to the Project Owner all right, title, and interest worldwide in and to all Contributions submitted by its Authorized Contributors, including all copyrights and copyright interests therein, to the maximum extent permitted by applicable law.
If any such assignment is deemed invalid or unenforceable under applicable law, Contributor hereby grants the Project Owner a perpetual, worldwide, exclusive, irrevocable, royalty-free, fully paid-up license to exercise all rights of copyright in and to the Contributions, including the right to sublicense and relicense under any terms.
To the extent permitted by applicable law, Contributor hereby waives, and agrees to cause its Authorized Contributors to waive, any and all moral rights, rights of attribution, rights of integrity, or similar rights in or to the Contributions.
Where such rights cannot be waived under applicable law, Contributor agrees not to assert, and to cause its Authorized Contributors not to assert, such rights against the Project Owner or its licensees to the maximum extent permitted by law.
Subject to the terms of this Agreement, the Project Owner hereby grants the Contributor a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license to use, reproduce, modify, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute the Contributions, solely as they existed at the time of submission.
This license-back does not limit the Project Owner’s rights to license the Contributions under different terms or to third parties.
Contributor hereby grants to the Project Owner and to recipients of software distributed by the Project Owner a perpetual, worldwide, non-exclusive, irrevocable, royalty-free, fully paid-up patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Contributions, where such license applies only to those patent claims licensable by Contributor that are necessarily infringed by the Contributions alone or by combination of the Contributions with the Project to which they were submitted.
If Contributor institutes patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Contributions or the Project constitute direct or contributory patent infringement, then any patent licenses granted under this Agreement for those Contributions shall terminate as of the date such litigation is filed.
Contributor represents and warrants that:
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Contributor has the legal authority to enter into this Agreement and to grant the rights and assignments set forth herein;
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All Contributions are either original works of the Contributor or submitted with sufficient rights to grant the assignments and licenses under this Agreement;
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The submission of Contributions does not knowingly infringe the intellectual property rights of any third party.
Contributor agrees to indemnify, defend, and hold harmless the Project Owner from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to a breach of the representations and warranties set forth in this Agreement.
Contributor acknowledges that the Project Owner is under no obligation to use or distribute any Contribution and may include, modify, or exclude Contributions at the Project Owner’s sole discretion.
This Agreement and all rights, licenses, and assignments granted herein are irrevocable.
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Project Owner resides, excluding its conflict of laws principles.
This Agreement sets forth the entire agreement between Contributor and the Project Owner with respect to Contributions to the Project and supersedes all prior agreements or understandings relating thereto.
This Agreement may be executed and delivered electronically, and electronic signatures or other electronic indications of acceptance shall be deemed valid and binding for all purposes.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.
Legal Entity Name: _______________________________
Authorized Signatory Name: _______________________
Title: _________________________________________
Signature: _____________________________________
Date: __________________________________________