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corporate-cla-agi-v1.0.txt
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corporate-cla-agi-v1.0.txt
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Analytical Graphics, Inc.
Software Grant and Corporate Contributor License Agreement ("Agreement")
v1.0
In order to clarify the intellectual property license granted with
Contributions from any person or entity, Analytical Graphics, Inc.
("AGI") must have a Contributor License Agreement (CLA) on file that has
been signed by each Contributor, indicating agreement to the license
terms below. This license is for your protection as a Contributor as well
as the protection of AGI and its users; 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 AGI, to authorize Contributions submitted by its
designated employees to AGI, and to grant copyright and patent licenses thereto.
Please send complete forms to [email protected].
Please read this document carefully before signing and keep a copy
for your records.
Corporation name: ________________________________________________
Corporation address: ________________________________________________
________________________________________________
________________________________________________
Point of Contact: ________________________________________________
E-Mail: ________________________________________________
Telephone: _____________________ Fax: _____________________
You accept and agree to the following terms and conditions for Your present
and future Contributions submitted to AGI. Except for the license granted
herein to AGI and recipients of software distributed by AGI, You reserve
all right, title, and interest in and to Your Contributions.
1. Definitions.
"You" (or "Your") shall mean the copyright owner or legal entity
authorized by the copyright owner that is making this Agreement
with AGI. 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 the 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" shall mean the 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
You to AGI for inclusion in, or documentation of, any of the
products owned or managed by AGI (the "Work"). For the purposes of
this definition, "submitted" means any form of electronic, verbal,
or written communication sent to AGI 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, AGI for the purpose of
discussing and improving the Work, but excluding communication
that is conspicuously marked or otherwise designated in writing by
You as "Not a Contribution."
2. Grant of Copyright License. Subject to the terms and conditions
of this Agreement, You hereby grant to AGI and to recipients of
software distributed by AGI 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 Your Contributions and such derivative
works.
3. Grant of Patent License. Subject to the terms and conditions of
this Agreement, You hereby grant to AGI and to recipients of
software distributed by AGI a perpetual, worldwide, non-exclusive,
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, where such license
applies only to those patent claims licensable by You that are
necessarily infringed by Your Contribution(s) alone or by combination
of Your Contribution(s) with the Work to which such Contribution(s)
were submitted. If any entity institutes patent litigation against
You or any other entity (including a cross-claim or counterclaim in a
awsuit) alleging that your Contribution, or the Work to which you
have contributed, constitutes direct or contributory patent
infringement, then any patent licenses granted to that entity under
this Agreement for that Contribution or Work shall terminate as of
the date such litigation is filed.
4. You represent that You are legally entitled to grant the above
license. You represent further that each employee of the
Corporation designated on Schedule A below (or in a subsequent
written modification to that Schedule) is authorized to submit
Contributions on behalf of the Corporation.
5. You represent that each of Your Contributions is Your original
creation (see section 7 for submissions on behalf of others).
6. You are not expected to provide support for Your Contributions,
except to the extent You desire to provide support. You may provide
support 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.
7. Should You wish to submit work that is not Your original creation,
You may submit it to AGI 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 you are personally aware, and
conspicuously marking the work as "Submitted on behalf of a third-
party: [named here]".
8. It is your responsibility to notify AGI when any change is required
to the list of designated employees authorized to submit Contributions
on behalf of the Corporation, or to the Corporation's Point of Contact
with AGI.
Sign by typing your full name.
Please sign: __________________________________ Date: _______________
Title: __________________________________
Corporation: __________________________________
Schedule A
[Initial list of designated employees. NB: authorization is not
tied to particular Contributions.]
Schedule B
[Identification of optional concurrent software grant. Would be
left blank or omitted if there is no concurrent software grant.]