Vaadin CLA

Vaadin Contribution Agreement

This Vaadin Contribution Agreement (hereinafter "Agreement") is entered by and between Vaadin Ltd, a limited liability company duly incorporated and organized under the laws of Finland having its principal office at Ruukinkatu 2-4, 20540, Turku, Finland (hereinafter "Vaadin"), and any individual or entity that has executed this Agreement as identified in the signature page of this Agreement (hereinafter "You"), and is made as of the date signed on the signature page of this Agreement (hereinafter "Effective Date").

WHEREAS, Vaadin Ltd manages the Vaadin Project;

WHEREAS, You wish to contribute certain intellectual property defined hereunder to Vaadin and for the use of the Project;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, You accept and hereby agree to the following terms and conditions pursuant to which You are willing to submit Your present and future Contributions to Vaadin:

1 DEFINITIONS

1.1 Contribution
"Contribution" shall mean any and all information and materials, in whatever form, invented, developed or otherwise generated or resulting subject to this Agreement, including without limitation to any original work of authorship, source code, object code, patch, tool, documentation, sample, graphic, specification, manual, and any copy, translation, modification, adaption, derivation, addition, improvement and/or development thereof, that You submit or post intentionally to Vaadin or to a source code repository, issue tracking system, review system or other service that is used in development of the Project to be included in the Project. Specifically excluded are any submissions that are clearly marked or otherwise designated in writing by You as "Not a Contribution".

1.2 Intellectual Property Right
"Intellectual Property Rights" means patents, petty patents, utility models, designs (whether or not capable of registration), design patents, inventions, mask work rights, database rights, and know how, trade secrets, protection of works of authorship or expression, including copyrights and future copyright, and any other industrial and intellectual property rights, whether or not specifically recognized or perfected under applicable laws and whether registered or not and applications, divisions, continuations, renewals, re-exams and reissues for any of the aforementioned respectively, and the rights to prosecute, enforce and obtain remedies.

1.3 Vaadin Project
"Vaadin Project" shall mean development of Vaadin Framework, add-on components, plug-ins and all other software, documentation and related information and materials developed by Vaadin.

1.4 You
"You" or "Your" shall mean the individual or entity that has executed this Agreement who is the copyright owner or legal entity authorized by the copyright owner that is submitting the Contribution for Vaadin.

2 ASSIGNMENT

You hereby irrevocably assign to Vaadin all right, title and interest in and to the all Intellectual Property Rights in or related to the Contribution, including but not limited the including moral rights and right to assign such Intellectual Property Rights. If and to the extent that Intellectual Property Rights embodied in the Contribution are not eligible to be transferred by operation of the law, Vaadin shall be granted exclusive rights to use to the widest extent lawfully possible, including the royalty-free, fully paid up, perpetual, irrevocable, sub-licensable, royalty-free, worldwide, exclusive license, subject to the license in Section 3 below, to freely exploit (including without limitation to use, make, reproduce, modify, alter, translate, further develop, sell, offer for sale distribute, sub-license, communicate to the public and make available, perform and create derivative works of the Contribution) Intellectual Property Rights to the extent included in or pertaining to the Contribution.

3 GRANT-BACK LICENSE

As a consideration for the assignment of Intellectual Property Rights in or related to the Contribution, set forth in Section 2, Vaadin grants to You a perpetual, irrevocable, worldwide, royalty-free, fully paid up, non-exclusive and transferable right to freely exploit (including without limitation to use, make, reproduce, prepare derivative works of, modify, alter, translate, further develop, sell, offer for sale, distribute, sub-license, communicate to the public and make available) Intellectual Property Rights to the extent included in or pertaining to the Contribution created by You. Except as otherwise expressly provided in this Section 3, the Agreement shall not give You any direct, indirect or implied right or license to use or otherwise exploit any Intellectual Property Rights included in or pertaining to the products, documentation or any other material belonging to Vaadin.

4 YOUR ACCEPTANCE

You understand that the decision to include the Contribution in any product or source repository lies entirely with Vaadin and nothing in this Agreement shall be deemed to require Vaadin to include the Contribution in any product or in the Project.

5 NOTICE

All notices permitted or required under this Agreement shall be provided in writing to the address(es) specified below and will be delivered in person or by certified or registered express mail to the address set forth on the signature page, and shall be deemed given upon personal delivery or five (5) days after deposit in the mail.

Vaadin Ltd
Attn: Jurka Rahikkala
Ruukinkatu 2-4
20540, Turku, FINLAND

6 REPRESENTATIONS AND WARRANTIES

You represent and warrant that the Contribution is Your original creation and that You are legally entitled to grant the rights and privileges set forth in this Agreement. You represents and warrants that, to the best of Your knowledge, the Contribution does not violate any third party’s copyrights, trademarks, patents or other Intellectual Property Rights and that no third party claims, or has the right to claim, any right related to the Contribution. You represent that the Contribution include full disclosure and complete details of any third-party license or any other restriction that the materials may be subject to (including, but not limited to, related patents and/or trademarks) of which You are aware of and which are associated with any part of the Contribution. You agrees to promptly notify Vaadin of any of facts or circumstances of which You become aware of that would make any of the foregoing representations inaccurate in any respect.

Each individual executing this Agreement on behalf of a corporation or other legal entity personally represents that he or she is dully authorized to execute this Agreement on behalf of such entity and that this Agreement is binding upon such entity.

7 GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of Finland and You and Vaadin agree to submit to the exclusive jurisdiction of, and venue in, the courts of Helsinki, Finland in any disputes arising out of or relating to this Agreement.

8 ENTIRE AGREEMENT

You agree that this Agreement and any information which is incorporated therein by written reference is the complete and entire agreement between You and Vaadin which supersedes any prior contemporaneous agreement, whether written or oral, relating to the subject matter of this Agreement, and may be amended only by a written instrument signed by Vaadin.

The Effective Date of this Agreement shall be the date of Your signature set forth below. This Agreement shall not be effective until You have signed.