CONTRIBUTOR LICENSE AGREEMENT (CLA)

Preamble

Whereas the Project Maintainer makes available the Project under the European Union Public Licence (EUPL) and seeks contributions from third parties; and

Whereas contributors wish to submit Contributions to the Project on terms that permit the Project Maintainer to use, distribute and, where appropriate, re-license such Contributions;

Now, therefore, the parties agree as follows.

Article 1 — Definitions

1.1  "You" or "Contributor" means the natural person or legal entity submitting a Contribution.

1.2  "Project Maintainer" means the individual(s) or legal entity that maintains, distributes and holds copyright in the Project.

1.3  "Contribution" means any original work of authorship, including code, documentation, specifications, test cases, translations, artwork or other materials, submitted by You to the Project by any means (including but not limited to pull request, patch, issue, e-mail, or other electronic or physical submission).

1.4  "Moral rights" means rights of attribution, integrity and other non-economic rights recognized under applicable law.

Article 2 — Assignment of Copyright

2.1  Subject to any rights You expressly reserve in writing, and to the fullest extent permitted by applicable law, You hereby assign and transfer to the Project Maintainer all right, title and interest in and to each Contribution, including all copyrights, registrations, renewals, extensions, and future rights of any kind, worldwide and in perpetuity.

2.2  To the extent any assignment contemplated by Article 2.1 is not effective under applicable law, You hereby grant the Project Maintainer an exclusive, perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free license to exercise all rights in and to the Contribution, including without limitation the rights to reproduce, prepare derivative works of, distribute, publicly perform and display, and to sublicense and re-license such rights to third parties under any terms the Project Maintainer deems appropriate.

Article 3 — Patent License

3.1  If You submit a Contribution that, if practiced, would necessarily infringe any patent(s) held or controlled by You, You hereby grant to the Project Maintainer and its licensees a perpetual, worldwide, non-exclusive, royalty-free, irrevocable patent license to make, have made, use, offer to sell, sell, import and otherwise exploit the Contribution and derivative works thereof.

3.2  If You assert any patent claims against the Project Maintainer or its users alleging infringement of patents by the Project, then any patent license granted under Article 3.1 shall terminate automatically.

Article 4 — Moral Rights

4.1  To the maximum extent permitted by applicable law, You waive, or agree not to assert, any Moral Rights in the Contribution against the Project Maintainer, its licensees and sublicensees. Where waiver is not effective, You grant the broadest rights and permissions necessary for the Project Maintainer to use and exploit the Contribution as set out in this Agreement.

Article 5 — Right to Re-license

5.1  The Project Maintainer may, at its sole discretion, re-license, combine, modify, translate, adapt or distribute Contributions under the EUPL or under any other open source or proprietary license, and may enter into commercial arrangements concerning the Project that include Contributions.

Article 6 — Representations and Warranties

6.1  You represent and warrant that:

(a)  You are the original author of the Contribution or have the full right and authority to make the Contribution and to grant the rights set forth in this Agreement; and

(b)  The Contribution is Your original work, or You have obtained all rights, consents, releases and permissions necessary to grant the rights contained in this Agreement; and

(c)  To the best of Your knowledge, the Contribution does not infringe or misappropriate any third-party rights (including but not limited to copyrights, patents, database rights or trade secrets); and

(d)  If the Contribution was created in the course of employment or pursuant to a contract, You have obtained any necessary approvals from Your employer or contracting party and are authorized to make the Contribution under this Agreement; and

(e)  You have not granted any rights to any third party that conflict with this Agreement.

Article 7 — Indemnity

7.1  You agree to indemnify, defend and hold harmless the Project Maintainer from and against any liabilities, losses, claims, damages, costs and expenses (including reasonable legal fees) arising out of any breach of the representations and warranties in Article 6. This indemnity obligation is limited to claims directly resulting from Your breach of Article 6.

Article 8 — No Trademark or Publicity Rights

8.1  Nothing in this Agreement grants You any rights to use the Project Maintainer's trade names, trademarks, service marks, logos, domain names or other branding. Use of any trademark is governed by a separate trademark policy or by prior written permission from the Project Maintainer.

Article 9 — No Obligation to Accept Contributions

9.1  The Project Maintainer is not obliged to accept, merge, adopt or otherwise use any Contribution. Acceptance of any Contribution is at the Project Maintainer's sole discretion.

Article 10 — Confidentiality

10.1  Unless otherwise expressly agreed in writing, Contributions are not confidential. By making a Contribution, You acknowledge and agree that the Contribution will be made publicly available and may be redistributed under the applicable license(s).

Article 11 — Governing Law and Dispute Resolution

11.1  This Agreement shall be governed by and construed in accordance with the law applicable to the Project Maintainer, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the competent courts determined by that law.

Article 12 — Severability

12.1  If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law, such provision shall be severed and the remaining provisions shall continue in full force and effect.

Article 13 — Entire Agreement

13.1  This Agreement constitutes the entire agreement between You and the Project Maintainer with respect to Contributions and supersedes any prior or contemporaneous agreements, oral or written, relating to the subject matter hereof.

Article 14 — Execution and Acceptance

14.1  By submitting a Contribution to the Project, You indicate Your acceptance of and agreement to be bound by the terms of this Agreement. Where required by law or policy, the Project Maintainer may require an executed copy of this Agreement; submission of a Contribution may be conditioned upon such execution.

End of Agreement