Pantheon/CLA-CORPORATE.md

Pantheon Corporate Contributor License Agreement

Version 1.0

Use this agreement if contributions to Pantheon are being made by employees or contractors on behalf of an organization that owns the resulting intellectual property. Individuals contributing on their own behalf should use CLA.md instead.

This agreement mirrors the Individual CLA. Its purpose is to make sure that the entity that actually owns the work has granted the rights, so that neither of us is relying on an individual employee's authority to license their employer's IP.

The organization keeps its copyright. This is a license, not an assignment.

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1. Definitions

"I", "me", "my" — David (Corey) Herrera, the copyright holder of Pantheon, and my successors and assigns.

"You", "your" — the organization signing this agreement, together with all entities that control, are controlled by, or are under common control with it. "Control" means ownership of more than 50% of outstanding shares, or the power to direct the entity's management.

"Contribution" — any original work of authorship, including any modification or addition to an existing work, intentionally submitted to me for inclusion in Pantheon by you or by anyone authorized to submit on your behalf, except anything conspicuously marked "Not a Contribution."

2. Copyright license

You grant me 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 Contribution and derivative works of it.

3. Patent license

You grant me 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 your Contribution. This license covers only those patent claims licensable by you that are necessarily infringed by your Contribution alone, or by the combination of your Contribution with Pantheon.

If any entity institutes patent litigation alleging that your Contribution, or Pantheon itself, constitutes direct or contributory patent infringement, then every patent license granted to that entity under this agreement terminates as of the date the litigation is filed.

4. Outbound licensing — what I may do with your Contribution

The licenses in sections 2 and 3 include the right to license and sublicense your Contribution to others under any terms I choose: the project's current outbound license (AGPL-3.0-or-later), a different open-source license if the project's outbound license changes, or proprietary or closed-source terms.

I may also assign or transfer these rights, in whole or in part, together with the project or with the copyrights in it, to a successor, acquirer, or foundation, who then holds them on these same terms. A sale, merger, or relicensing of Pantheon does not require me to come back to you for permission.

I am not obligated to use your Contribution, and I may modify or remove it at any time.

5. Your representations

You represent that:

1. You own it and can license it. Each Contribution is an original creation owned by you, and the person signing below is authorized to bind you to this agreement.
2. Your people are authorized. The individuals listed in Schedule A are authorized to submit Contributions on your behalf. You will keep that list current, and you remain responsible for Contributions submitted by anyone you have authorized, whether or not they are listed.
3. No hidden third-party code. Contributions do not knowingly include anyone else's code, except as identified under section 6.
4. You'll tell me if any of the above stops being true.

6. Third-party submissions

Work that is not your original creation may be submitted only if it is identified separately in the pull request, retains its original copyright and license notices, and is conspicuously marked Submitted on behalf of a third party: <author> — license: <SPDX id>. I may decline it. GPL- or AGPL-only third-party code cannot be accepted, because it would prevent the project from being relicensed in the future.

7. No warranty, no obligation

Contributions are provided "AS IS", without warranty or condition of any kind, express or implied, to the maximum extent permitted by law. You are not expected to provide support, maintenance, or updates.

8. Governing law

This agreement is governed by the laws of the State of Missouri, United States, without regard to its conflict-of-law rules.

9. Entire agreement

This is the entire agreement between us about your Contributions, and it supersedes any earlier understanding on the subject. If any part of it is held unenforceable, the rest stays in force.

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How to sign

Corporate signatures are handled by email rather than by pull request, because they need a signature from someone authorized to bind the organization.

1. Email coreyh55@gmail.com with the subject Pantheon CCLA — <organization>, including the completed block below and Schedule A. A scanned signature, a digital signature, or a reply from an authorized signer's corporate email address all work.
2. Once countersigned, I add an entry for your organization to .cla/signatures.md, listing each authorized contributor's commit email so CI can verify their pull requests.
3. Your contributors still sign off every commit with the DCO (git commit -s) — see CONTRIBUTING.md.

Organization:      ____________________________________________
Mailing address:   ____________________________________________
Point of contact:  ____________________________________________
Contact email:     ____________________________________________

Authorized signer
  Name:            ____________________________________________
  Title:           ____________________________________________
  Signature:       ____________________________________________
  Date:            ____________________________________________

Agreement:         Pantheon CCLA v1.0

Schedule A — authorized contributors

Full name	Commit email	Forge username

To add or remove people later, email an updated Schedule A. Contributions from someone not covered by a current Schedule A will be held until the list is updated.