1Harmony [Individual|Entity] Contributor [License|Assignment] Agreement
2
3Thank you for your interest in contributing to [PROJECT_NAME] ("We" or "Us").
4
5This contributor agreement ("Agreement") documents the rights granted by contributors to
6Us. To make this document effective, please sign it and send it to Us by mail, email, fax,
7or electronic submission, following the instructions at [SUBMISSION_INSTRUCTIONS]. This is
8a legally binding document, so please read it carefully before agreeing to it. The
9Agreement may cover more than one software project managed by Us.
10
111. Definitions
12
13"You" (Individual) means the individual who Submits a Contribution to Us.
14
15"You" (Entity) means any Legal Entity on behalf of whom a Contribution has been received
16by Us. "Legal Entity" means an entity which is not a natural person. "Affiliates" means
17other Legal Entities that control, are controlled by, or under common control with that
18Legal Entity. For the purposes of this definition, "control" means (i) the power, direct
19or indirect, to cause the direction or management of such Legal Entity, whether by
20contract or otherwise, (ii) ownership of fifty percent (50%) or more of the outstanding
21shares or securities which vote to elect the management or other persons who direct such
22Legal Entity or (iii) beneficial ownership of such entity.
23
24"Contribution" means any work of authorship that is Submitted by You to Us in which You
25own or assert ownership of the Copyright. If You do not own the Copyright in the entire
26work of authorship, please follow the instructions in [NONOWNER_INSTRUCTIONS].
27
28"Copyright" means all rights protecting works of authorship owned or controlled by You [or
29Your Affiliates], including copyright, moral and neighboring rights, as appropriate, for
30the full term of their existence including any extensions by You.
31
32"Material" means the work of authorship which is made available by Us to third parties.
33When this Agreement covers more than one software project, the Material means the work of
34authorship to which the Contribution was Submitted. After You Submit the Contribution, it
35may be included in the Material.
36
37"Submit" means any form of electronic, verbal, or written communication sent to Us or our
38representatives, including but not limited to electronic mailing lists, source code
39control systems, and issue tracking systems that are managed by, or on behalf of, Us for
40the purpose of discussing and improving the Material, but excluding communication that is
41conspicuously marked or otherwise designated in writing by You as "Not a Contribution."
42
43"Submission Date" means the date on which You Submit a Contribution to Us.
44
45"Effective Date" means the date You execute this Agreement or the date You first Submit a
46Contribution to Us, whichever is earlier.
47
48"Media" means any portion of a Contribution which is not software.
49
502. Grant of Rights
51
522.1 Copyright License
53
54(a) You retain ownership of the Copyright in Your Contribution and have the same rights to
55use or license the Contribution which You would have had without entering into the
56Agreement.
57
58(b) To the maximum extent permitted by the relevant law, You grant to Us a perpetual,
59worldwide, non-exclusive, transferable, royalty-free, irrevocable license under the
60Copyright covering the Contribution, with the right to sublicense such rights through
61multiple tiers of sublicensees, to reproduce, modify, display, perform and distribute the
62Contribution as part of the Material; provided that this license is conditioned upon
63compliance with Section 2.3.
64
652.1 Copyright Assignment
66
67(a) At the time the Contribution is Submitted, You assign to Us all right, title, and
68interest worldwide in all Copyright covering the Contribution; provided that this transfer
69is conditioned upon compliance with Section 2.3.
70
71(b) To the extent that any of the rights in Section 2.1(a) cannot be assigned by You to
72Us, You grant to Us a perpetual, worldwide, exclusive, royalty-free, transferable,
73irrevocable license under such non-assigned rights, with rights to sublicense through
74multiple tiers of sublicensees, to practice such non-assigned rights, including, but not
75limited to, the right to reproduce, modify, display, perform and distribute the
76Contribution; provided that this license is conditioned upon compliance with Section 2.3.
77
78(c) To the extent that any of the rights in Section 2.1(a) can neither be assigned nor
79licensed by You to Us, You irrevocably waive and agree never to assert such rights against
80Us, any of our successors in interest, or any of our licensees, either direct or indirect;
81provided that this agreement not to assert is conditioned upon compliance with Section
822.3.
83
84(d) Upon such transfer of rights to Us, to the maximum extent possible, We immediately
85grant to You a perpetual, worldwide, non-exclusive, royalty-free, transferable,
86irrevocable license under such rights covering the Contribution, with rights to sublicense
87through multiple tiers of sublicensees, to reproduce, modify, display, perform, and
88distribute the Contribution. The intention of the parties is that this license will be as
89broad as possible and to provide You with rights as similar as possible to the owner of
90the rights that You transferred. This license back is limited to the Contribution and does
91not provide any rights to the Material.
92
932.2 Patent License
94
95You grant to Us a perpetual, worldwide, non-exclusive, transferable, royalty-free,
96irrevocable patent license, with the right to sublicense these rights to multiple tiers of
97sublicensees, to make, have made, use, sell, offer for sale, import and otherwise transfer
98the Contribution and the Contribution in combination with the Material (and portions of
99such combination); provided that this license is conditioned upon compliance with Section
1002.3. This patent license includes, without limitation, method, process, and apparatus
101claims which You [or Your Affiliates] own, control or have the right to grant, now or in
102the future, but only to the extent to which making, having made, using, selling, offering
103for sale, importing or otherwise transferring the Contribution, or the Contribution in
104combination with the Material as it exists on the Submission Date, infringes such patent
105claims.
106
1072.3 Outbound License
108
109(Option One) As a condition on the grant of rights in Sections 2.1 and 2.2, We agree to
110license the Contribution only under the terms of the license or licenses which We are
111using on the Submission Date for the Material (including any rights to adopt any future
112version of a license if permitted).
113
114(Option Two) As a condition on the grant of rights in Sections 2.1 and 2.2, We agree to
115license the Contribution only under the terms of the license or licenses which We are
116using on the Submission Date for the Material or the following additional licenses
117[LIST_OF_LICENSES] (including any right to adopt any future version of a license if
118permitted).
119
120(Option Three) As a condition on the grant of rights in Sections 2.1 and 2.2, We agree to
121license the Contribution only under the terms of the license or licenses which We are
122using on the Submission Date for the Material or any licenses which are approved by the
123Open Source Initiative on or after the Effective Date, including both permissive and
124copyleft licenses, whether or not such licenses are subsequently disapproved (including
125any right to adopt any future version of a license if permitted).
126
127(Option Four) As a condition on the grant of rights in Sections 2.1 and 2.2, We agree to
128license the Contribution only under the terms of the license or licenses which We are
129using on the Submission Date for the Material or any licenses which are recommended by the
130Free Software Foundation for use in GNU projects on or after the Effective Date, whether
131or not such licenses are subsequently disapproved (including any right to adopt any future
132version of a license if permitted).
133
134(Option Five) Based on the grant of rights in Sections 2.1 and 2.2, if We include Your
135Contribution in a Material, We may license the Contribution under any license, including
136copyleft, permissive, commercial, or proprietary licenses. As a condition on the exercise
137of this right, We agree to also license the Contribution under the terms of the license or
138licenses which We are using for the Material on the Submission Date.
139
140In addition, We may use the following licenses for Media in the Contribution:
141[LIST_OF_MEDIA_LICENSES] (including any right to adopt any future version of a license if
142permitted).
143
1442.4 Moral Rights. If moral rights apply to the Contribution, to the maximum extent
145permitted by law, You waive and agree not to assert such moral rights against Us or our
146successors in interest, or any of our licensees, either direct or indirect.
147
1482.5 Our Rights. You acknowledge that We are not obligated to use Your Contribution as part
149of the Material and may decide to include any Contribution We consider appropriate.
150
1512.6 Reservation of Rights. Any rights not expressly [assigned or] licensed under this
152section are expressly reserved by You.
153
1543. Agreement
155
156You confirm that:
157
158(a) You have the legal authority to enter into this Agreement.
159
160(b) You [or Your Affiliates] own the Copyright and patent claims covering the Contribution
161which are required to grant the rights under Section 2.
162
163(c)(Individual) The grant of rights under Section 2 does not violate any grant of rights
164which You have made to third parties, including Your employer. If You are an employee,
165You have had Your employer approve this Agreement or sign the Entity version of this
166document. If You are less than eighteen years old, please have Your parents or guardian
167sign the Agreement.
168
169(c)(Entity) The grant of rights under Section 2 does not violate any grant of rights which
170You or Your Affiliates have made to third parties.
171
172(d) You have followed the instructions in [NONOWNER_INSTRUCTIONS], if You do not own the
173Copyright in the entire work of authorship Submitted.
174
1754. Disclaimer
176
177EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 3, THE CONTRIBUTION IS
178PROVIDED "AS IS". MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES
179INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY,
180FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY
181DISCLAIMED BY YOU TO US [AND BY US TO YOU]. TO THE EXTENT THAT ANY SUCH
182WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO
183THE MINIMUM PERIOD PERMITTED BY LAW.
184
1855. Consequential Damage Waiver
186
187TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL
188YOU [OR US] BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED
189SAVINGS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL
190AND EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE
191LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE
192CLAIM IS BASED.
193
1946. Miscellaneous
195
1966.1 This Agreement will be governed by and construed in accordance with the laws of
197[JURISDICTION] excluding its conflicts of law provisions. Under certain circumstances, the
198governing law in this section might be superseded by the United Nations Convention on
199Contracts for the International Sale of Goods ("UN Convention") and the parties intend to
200avoid the application of the UN Convention to this Agreement and, thus, exclude the
201application of the UN Convention in its entirety to this Agreement.
202
2036.2 This Agreement sets out the entire agreement between You and Us for Your Contributions
204to Us and overrides all other agreements or understandings.
205
2066.3 If You or We assign the rights or obligations received through this Agreement to a
207third party, as a condition of the assignment, that third party must agree in writing to
208abide by all the rights and obligations in the Agreement.
209
2106.4 The failure of either party to require performance by the other party of any provision
211of this Agreement in one situation shall not affect the right of a party to require such
212performance at any time in the future. A waiver of performance under a provision in one
213situation shall not be considered a waiver of the performance of the provision in the
214future or a waiver of the provision in its entirety.
215
2166.5 If any provision of this Agreement is found void and unenforceable, such provision
217will be replaced to the extent possible with a provision that comes closest to the meaning
218of the original provision and which is enforceable. The terms and conditions set forth in
219this Agreement shall apply notwithstanding any failure of essential purpose of this
220Agreement or any limited remedy to the maximum extent possible under law.
221
222You (Individual)
223________________________
224Name: ______________________
225Address: ______________________
226 ______________________
227
228You (Legal Entity)
229________________________
230Name: ______________________
231Title: ______________________
232Address: ______________________
233 ______________________
234
235Us
236________________________
237Name: ______________________
238Title: ______________________
239Address: ______________________
240 ______________________