151 lines
6.4 KiB
Markdown
151 lines
6.4 KiB
Markdown
# Foundry Corporate Contributor License Agreement
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**Version 1.0**
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Use this agreement if contributions to Foundry are being made **by employees or
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contractors on behalf of an organization** that owns the resulting intellectual
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property. Individuals contributing on their own behalf should use
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[`CLA.md`](./CLA.md) instead.
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This agreement mirrors the Individual CLA. Its purpose is to make sure that the
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entity that actually owns the work has granted the rights, so that neither of us
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is relying on an individual employee's authority to license their employer's IP.
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**The organization keeps its copyright.** This is a license, not an assignment.
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---
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## 1. Definitions
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**"I"**, **"me"**, **"my"** — David (Corey) Herrera, the copyright holder of Foundry,
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and my successors and assigns.
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**"You"**, **"your"** — the organization signing this agreement, together with
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all entities that control, are controlled by, or are under common control with
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it. "Control" means ownership of more than 50% of outstanding shares, or the
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power to direct the entity's management.
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**"Contribution"** — any original work of authorship, including any modification
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or addition to an existing work, intentionally submitted to me for inclusion in
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Foundry by you or by anyone authorized to submit on your behalf, except
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anything conspicuously marked **"Not a Contribution."**
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## 2. Copyright license
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You grant me a perpetual, worldwide, non-exclusive, no-charge, royalty-free,
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irrevocable copyright license to reproduce, prepare derivative works of,
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publicly display, publicly perform, sublicense, and distribute your Contribution
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and derivative works of it.
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## 3. Patent license
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You grant me a perpetual, worldwide, non-exclusive, no-charge, royalty-free,
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irrevocable (except as stated in this section) patent license to make, have
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made, use, offer to sell, sell, import, and otherwise transfer your
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Contribution. This license covers only those patent claims licensable by you
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that are necessarily infringed by your Contribution alone, or by the combination
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of your Contribution with Foundry.
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If any entity institutes patent litigation alleging that your Contribution, or
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Foundry itself, constitutes direct or contributory patent infringement, then
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every patent license granted to that entity under this agreement terminates as
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of the date the litigation is filed.
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## 4. Outbound licensing — what I may do with your Contribution
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The licenses in sections 2 and 3 include the right to license and sublicense
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your Contribution to others under **any terms I choose**: the project's current
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outbound license (AGPL-3.0-or-later), a different open-source license if the project's
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outbound license changes, or **proprietary or closed-source terms**.
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I may also **assign or transfer** these rights, in whole or in part, together
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with the project or with the copyrights in it, to a successor, acquirer, or
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foundation, who then holds them on these same terms. A sale, merger, or
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relicensing of Foundry does not require me to come back to you for permission.
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I am not obligated to use your Contribution, and I may modify or remove it at
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any time.
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## 5. Your representations
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You represent that:
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1. **You own it and can license it.** Each Contribution is an original creation
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owned by you, and the person signing below is authorized to bind you to this
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agreement.
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2. **Your people are authorized.** The individuals listed in Schedule A are
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authorized to submit Contributions on your behalf. You will keep that list
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current, and you remain responsible for Contributions submitted by anyone
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you have authorized, whether or not they are listed.
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3. **No hidden third-party code.** Contributions do not knowingly include
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anyone else's code, except as identified under section 6.
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4. **You'll tell me** if any of the above stops being true.
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## 6. Third-party submissions
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Work that is not your original creation may be submitted only if it is
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identified separately in the pull request, retains its original copyright and
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license notices, and is conspicuously marked
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`Submitted on behalf of a third party: <author> — license: <SPDX id>`. I may
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decline it. **GPL- or AGPL-only third-party code cannot be accepted**, because
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it would prevent the project from being relicensed in the future.
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## 7. No warranty, no obligation
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Contributions are provided **"AS IS"**, without warranty or condition of any
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kind, express or implied, to the maximum extent permitted by law. You are not
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expected to provide support, maintenance, or updates.
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## 8. Governing law
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This agreement is governed by the laws of the State of Missouri, United States,
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without regard to its conflict-of-law rules.
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## 9. Entire agreement
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This is the entire agreement between us about your Contributions, and it
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supersedes any earlier understanding on the subject. If any part of it is held
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unenforceable, the rest stays in force.
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---
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## How to sign
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Corporate signatures are handled by email rather than by pull request, because
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they need a signature from someone authorized to bind the organization.
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1. Email **coreyh55@gmail.com** with the subject `Foundry CCLA — <organization>`,
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including the completed block below and Schedule A. A scanned signature, a
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digital signature, or a reply from an authorized signer's corporate email
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address all work.
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2. Once countersigned, I add an entry for your organization to
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[`.cla/signatures.md`](./.cla/signatures.md), listing each authorized
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contributor's commit email so CI can verify their pull requests.
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3. Your contributors still sign off every commit with the DCO (`git commit -s`)
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— see [`CONTRIBUTING.md`](./CONTRIBUTING.md).
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```
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Organization: ____________________________________________
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Mailing address: ____________________________________________
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Point of contact: ____________________________________________
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Contact email: ____________________________________________
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Authorized signer
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Name: ____________________________________________
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Title: ____________________________________________
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Signature: ____________________________________________
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Date: ____________________________________________
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Agreement: Foundry CCLA v1.0
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```
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### Schedule A — authorized contributors
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| Full name | Commit email | Forge username |
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|-----------|--------------|----------------|
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To add or remove people later, email an updated Schedule A. Contributions from
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someone not covered by a current Schedule A will be held until the list is
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updated.
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