Ente Technologies, Inc. Contributor Agreement

CLA

# Ente Technologies, Inc. Contributor Agreement

This Ente Technologies, Inc. Contributor Agreement ("Agreement") applies to any
Contribution you make or have made to any Work. This is a binding legal
agreement on you and any organization you represent. If you are signing this
Agreement on behalf of your employer or other organization, you represent and
warrant that you have the authority to agree to this Agreement on behalf of the
organization.

1. **Definitions.**

   1. "Ente", "we", "us", or "our" means Ente Technologies, Inc.

   2. "Contribution" means any original work, including any modification of or
      addition to an existing work, that you submit to Ente in any manner for
      inclusion in any Work.

   3. "Work" means any project, work, or materials owned or managed by Ente.

   4. "you" or "your" means you and any organization on whose behalf you are
      entering into this Agreement.

2. **Copyright Assignment, License, Waiver.**

   1. **Assignment.** By submitting a Contribution, you assign to Ente all
      right, title, and interest in any copyright in the Contribution and you
      waive any rights, including any moral rights or database rights, that may
      affect our ownership of the copyright in the Contribution.

   2. **License to Ente.** If your assignment in Section 2.1 is ineffective for
      any reason, you grant to us and to any recipient of any Work distributed
      by us, a perpetual, worldwide, transferable, non-exclusive, no-charge,
      royalty-free, irrevocable, and sublicensable license to use, reproduce,
      prepare derivative works of, publicly display, publicly perform,
      sublicense, and distribute Contributions and any derivative work created
      based on a Contribution. If your license grant is ineffective for any
      reason, you irrevocably waive and covenant to not assert any claim you may
      have against us, our successors in interest, and any of our direct or
      indirect licensees and customers, arising out of our, our successors in
      interests', or any of our direct or indirect licensees' or customers' use
      reproduction, preparation of derivative works, public display, public
      performance, sublicense, and distribution of a Contribution. You also
      agree that we may publicly use your name and the name of any organization
      on whose behalf you are entering into this Agreement in connection with
      publicizing the Work.

   3. **License to You.** We grant to you a perpetual, worldwide, transferable,
      non-exclusive, no-charge, royalty-free, irrevocable, and sublicensable
      license to use, reproduce, prepare derivative works of, publicly display,
      publicly perform, sublicense, and distribute a Contribution and any
      derivative works you create based on a Contribution.

3. **Patent License.** You grant to us and to any recipient of any Work
   distributed by us, a perpetual, worldwide, transferable, non-exclusive,
   no-charge, royalty-free, irrevocable, and sublicensable patent license to
   make, have made, use, sell, offer to sell, import, and otherwise transfer the
   Contribution in whole or in part, alone or included in any Work, under any
   patent you own or license from a third party that is necessarily infringed by
   the Contribution or by combination of the Contribution with any Work.

4. **Your Representations and Warranties.** By submitting a Contribution, you
   represent and warrant that (a) each Contribution you submit is an original
   work and you can legally grant the rights set out in this Agreement; (b) the
   Contribution does not, and any exercise of the rights granted by you will
   not, infringe any third party's intellectual property or other right; and (c)
   you are not aware of any claims, suits, or actions pertaining to the
   Contribution. You will notify us immediately if you become aware or have
   reason to believe that any of your representations and warranties is or
   becomes inaccurate.

5. **Intellectual Property.** Except for the assignment and licenses set forth
   in this Agreement, this Agreement does not transfer any right, title or
   interest in any intellectual property right of either party to the other. If
   you choose to provide us with suggestions, ideas for improvement,
   recommendations, or other feedback on any Work, we may use your feedback
   without restriction or payment.

6. **Miscellaneous.** Delaware law governs this Agreement, excluding any
   applicable conflict of law rules or principles. This Agreement does not
   create any partnership, agency relationship, or joint venture between the
   parties. We may assign this Agreement without notice or restriction. If any
   provision of this Agreement is unenforceable, that provision will be modified
   to render it enforceable to the extent possible to effect the parties'
   intention and the remaining provisions will not be affected. The parties may
   amend this Agreement only in a written amendment signed by both parties. This
   Agreement comprises the entire agreement between the parties relating to the
   subject matter of this Agreement.

This Agreement is effective as of the date of your first Contribution.

Agreement and accepted on my behalf and on behalf of my organization.