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IMPORTANT: This is a legal instrument. Have it reviewed by qualified legal counsel before relying on it.
This Corporate Contributor License Agreement ("Agreement") is between Intradyne, the copyright holder and lead maintainer of FormicOS ("Intradyne"), and the Legal Entity identified below ("Corporation").
By signing this Agreement, Corporation agrees to the following terms on behalf of itself and all individuals authorized to submit Contributions on Corporation's behalf ("Authorized Contributors").
This Agreement supplements the individual FormicOS Contributor License Agreement (CLA.md). It provides a blanket authorization covering all employees and contractors whom Corporation designates as Authorized Contributors, so that each individual does not need to separately demonstrate employer authorization under Section 5 of the individual CLA.
FormicOS is built in the open because open development produces better software. This Agreement ensures that corporate contributions can flow into the project cleanly, with clear IP ownership and commercial relicensing rights, while contributors share in the commercial revenue their work generates.
"Authorized Contributor" means any individual who (a) is an employee, contractor, or agent of Corporation, and (b) has been designated by Corporation to submit Contributions to FormicOS. Corporation maintains the list of Authorized Contributors and provides it to Intradyne upon request.
"Contribution" has the same meaning as in the individual CLA.
"FormicOS" has the same meaning as in the individual CLA.
"Legal Entity" means the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. "Control" means (a) the power to direct the management of such entity, or (b) ownership of fifty percent (50%) or more of the outstanding shares, voting interests, or beneficial ownership of such entity.
Corporation grants Intradyne and its successors, affiliates, contractors, and sublicensees a perpetual, worldwide, non-exclusive, irrevocable, royalty-free, fully paid-up license to:
- use, reproduce, display, perform, and distribute Contributions made by Authorized Contributors;
- modify, adapt, translate, and create derivative works of such Contributions;
- sublicense such Contributions under the License, a commercial license, or any successor licensing program for FormicOS;
- enforce the copyrights in such Contributions as part of the FormicOS codebase.
This grant includes the right to offer Contributions under proprietary, commercial, trial, evaluation, hosted, or negotiated enterprise terms without seeking additional permission from Corporation.
This Agreement is a license grant. It is not a copyright assignment. Corporation retains ownership of its Contributions.
Corporation grants Intradyne and recipients of the official FormicOS distribution a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer Contributions made by Authorized Contributors and the portions of FormicOS that necessarily practice such Contributions, but only for patent claims owned or controlled by Corporation that are necessarily infringed by the Contribution as submitted or as incorporated into FormicOS.
If Corporation institutes patent litigation against Intradyne or any official FormicOS distributor alleging that a Contribution or FormicOS itself infringes Corporation's patent rights, then the patent license granted by Corporation under this Agreement terminates as of the date the litigation is filed.
Corporation represents and warrants that:
- Corporation is legally entitled to grant the rights in this Agreement.
- Corporation has the authority to bind all Authorized Contributors with respect to Contributions submitted on Corporation's behalf.
- Corporation has obtained or will obtain all necessary internal approvals, including from any intellectual property or legal department, before designating Authorized Contributors.
- Corporation will ensure that Authorized Contributors are aware of this Agreement and its terms before they submit Contributions.
Corporation is responsible for ensuring that each Authorized Contributor has the right to submit the specific Contribution they make. If an Authorized Contributor includes third-party material in a Contribution, the contributor must disclose its source and license status per the individual CLA.
Corporation will designate a primary contact ("CLA Manager") responsible for maintaining the list of Authorized Contributors.
Corporation may add or remove Authorized Contributors at any time by written notice to Intradyne. Removal does not affect the license grants for Contributions already submitted and accepted.
Intradyne may request the current list of Authorized Contributors no more than once per calendar quarter.
Authorized Contributors covered by this Corporate CLA do NOT need to separately sign the individual CLA for employer authorization purposes (individual CLA Section 5). However, if an Authorized Contributor wishes to participate in the Contributor Revenue Share program (individual CLA Section 7), they must individually sign the individual CLA and provide the required KYC and tax information.
Revenue share for Contributions made under this Corporate CLA accrues to the individual Authorized Contributor who authored the code, as determined by git blame attribution. Corporation does not receive revenue share unless Corporation itself is also an Eligible Contributor under the individual CLA.
If an Authorized Contributor submits a Contribution that is partly personal work and partly Corporation-owned work, the contributor should clarify which portions are covered by this Corporate CLA and which are covered by their individual CLA.
This Agreement remains in effect until terminated by either party with thirty (30) days written notice.
Termination does not affect the license grants for Contributions already submitted and accepted. Sections 3, 4, 5, and 10 survive termination.
Upon termination, all Authorized Contributors revert to the individual CLA process for any future Contributions (they must demonstrate employer authorization individually per individual CLA Section 5, or sign a new Corporate CLA with their new employer).
This Agreement does not create an employment, partnership, joint venture, or agency relationship between Corporation and Intradyne. Authorized Contributors are employees or contractors of Corporation, not of Intradyne.
Corporation may not assign this Agreement without Intradyne's written consent. Intradyne may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets relating to FormicOS.
If any provision is held unenforceable, the remaining provisions remain in effect.
This Agreement is governed by the laws of the State of Colorado, without regard to conflict-of-laws rules.
Corporation name: ____________________________________
Address: ____________________________________
CLA Manager name: ____________________________________
CLA Manager email: ____________________________________
Authorized signatory name: ____________________________________
Authorized signatory title: ____________________________________
Signature: ____________________________________
Date: ____________________________________
Corporation may also accept this Agreement electronically through a contribution channel designated by Intradyne.