Contributor license – corporate

Corporate Contributor Licence Agreement

Version 1.0 (September 2015)

In order to clarify the intellectual property license granted with Contributions from any person or entity, Limited (“King”) must have a Contributor Licence Agreement (CLA) on file that has been accepted by each Contributor. This licence is for your protection as a Contributor as well as the protection of King; it does not change your rights to use your own Contributions for any other purpose.

This version of the Agreement allows an entity (the “Corporation”) to submit Contributions to King, to authorise Contributions submitted by its designated employees to King, and to grant copyright and patent licences thereto.

You accept and agree to the following terms and conditions for Your present and future Contributions submitted to King. Except for the licence granted herein to King and recipients of software distributed by King, You reserve all right, title, and interest in and to Your Contributions.

1. Definitions.

a. “You” (or “Your”) shall mean the copyright owner or legal entity authorised by the copyright owner that is making this Agreement King. For legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under control with that entity are considered to be a single Contributor. For the purposes of this definition, “control” means (i) power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

b. “Contribution” shall mean the code, documentation or any original work of authorship, including any modifications or additions to existing work, that is intentionally submitted by You to King for inclusion in, or documentation of, any of the products owned or by King (the “Work”). For the purposes of this definition, “submitted” means any form of electronic, verbal, or written sent to King or its representatives, including but not limited to communication on electronic mailing lists, source control systems, and issue tracking systems that are managed by, or on behalf of, King for the purpose of discussing and the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by You as a Contribution.”

2. Grant of Copyright Licence. Subject to the terms and conditions of this   You hereby grant to King and to recipients of software by King a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright licence to reproduce, prepare works of, publicly display, publicly perform, sublicense, and distribute Your Contributions and such derivative works.

3. Grant of Patent Licence. Subject to the terms and conditions of this Agreement, You hereby grant to King and to recipients of software by King a perpetual,  non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such licence applies only to those claims licensable by You that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) the Work to which such Contribution(s) was submitted. If any entity institutes patent litigation against You or any other entity a cross-claim or counterclaim in a lawsuit) alleging that your Contribution, or the Work to which you have contributed, direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that or Work shall terminate as of the date such litigation is filed.

4. You represent that You are legally entitled to grant the above licence. You further that each employee of the Corporation by You is authorised to submit Contributions on behalf of the Corporation.

5. You represent that each of Your Contributions is Your original creation (see section 9 for submissions on behalf of others).

6. If any so called ‘moral rights’ or similar rights apply to the Contribution, You waive them and agree that You will not assert such rights.

7. You acknowledge that King is not obliged to use Your Contribution as part of the Work and may do so at its discretion.

8. You are not expected to provide support for Your Contributions, except to the extent You desire to provide support. You may provide for free, for a fee, or not at all. Unless required by applicable law or agreed to in writing, You provide Your 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, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.

9. Should You wish to submit work that is not Your original creation, You may submit it to King 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 licence agreements) of which you are personally aware, and conspicuously marking the work as “Submitted on behalf of a third-party: [named here]”.

10. It is your responsibility to notify King when any change is required to the list of designated employees authorised to submit Contributions on behalf of the Corporation, or to the Corporation’s Point of Contact with King.