Panther's Contributor License Agreement (CLA) for all external collaboration

Panther-Labs-CLA.txt

Contributor Agreement 

Thank you for your interest in Panther Labs Inc (the "Company"). In order to clarify the 
intellectual property license granted with Contributions from any person or entity, the Company 
must have a Contributor Agreement on file that has been signed by each Contributor, indicating 
agreement to the terms below. 

You accept and agree to the following terms and conditions for your present and future 
Contributions submitted to the Company. In return, the Company will not use your Contributions in a 
way that is contrary to the public benefit or inconsistent with its bylaws in effect at the time of 
the Contribution. 

1. Definitions. 

"You" (or "your") means the copyright owner, at the time of submission of the Contribution, that is 
making this Agreement with the Company, any legal entity authorized by the copyright owner, and/or 
any organization on whose behalf the copyright owner is entering this Agreement. For legal 
entities, the entity making a Contribution and all other entities that control, are controlled by, 
or are under common control with that entity are considered to be a single Contributor. For the 
purposes of this definition, "control" means (i) the power, direct or indirect, to cause the 
direction or management of such entity, whether by contract or otherwise, or (ii) ownership of 
fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such 
entity. 

"Contribution(s)" means any of your original work of authorship, including any modifications or 
additions to an existing work, that is intentionally submitted by you to the Company for inclusion 
in, or documentation of, any of the products owned or managed by the Company (the "Work"). For the 
purposes of this definition, "submitted" means any form of electronic, verbal, or written 
communication sent to the Company or its representatives, including but not limited to 
communication on electronic mailing lists, source code control systems, and issue tracking systems 
that are managed by, or on behalf of, the Company for the purpose of discussing and improving the 
Work, but excluding communication that is conspicuously marked or otherwise designated in writing 
by you as "Not a Contribution." 

2. Copyright Assignment, License, and Waiver. 

(a) Assignment. By submitting any Contribution(s), you assign to the Company all right, title, and 
interest in any copyright you have in the Contribution(s), and you waive any rights, including any 
moral rights, database rights, etc., that may affect the Company’s ownership of the copyright in 
the Contribution(s). 

(b) License to Panther. If your assignment in Section 2(a) of this Agreement is ineffective for any 
reason, you hereby grant to the Company and to recipients of software distributed by the Company 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 your Contribution(s) and any derivative works based thereon.  
If your license grant is ineffective for any reason, you irrevocably waive and covenant to not 
assert any claim you may have against the Company, the Company’s successors in interest, and any of 
the Company’s direct or indirect licensees and customers, arising out of the Company’s, the 
Company’s successors in interest’s, or any of the Company’s direct or indirect licensees’ or 
customers’ use, reproduction, preparation of derivative works, public display, public performance, 
sublicense, and/or distribution of any Contribution(s).  You also agree that we may publicly use 
your name and/or the name of any organization on whose behalf you are entering into this Agreement 
in connection with publicizing the Work.  You understand that this Agreement does not guarantee 
that your Contribution(s) will be included in the Work, and that any such decisions are within the 
discretion of the Company. 

(c) License to You. The Company grants 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 your 
Contribution(s) and any derivative works you create based on your Contribution(s). 

3. Patent License. You hereby grant to the Company and to recipients of software distributed by the 
Company a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as 
otherwise stated in this section), and sublicensable patent license to make, have made, use, 
modify, offer to sell, sell, import, and otherwise transfer your Contribution(s) and/or any 
combination of your Contribution(s) with the Work, where such license applies to all patent claims, 
whether owned by you or licensed from a third party, that (a) are licensable by you, whether 
already acquired or hereafter acquired, and (b) would be infringed by your Contribution(s) alone or 
by combination of your Contribution(s) with the Work to which such Contribution(s) was submitted, 
but would not be infringed only as a result of further modification to your Contribution(s).  If 
any entity institutes patent litigation against you or any other entity (including a cross-claim or 
counterclaim in a lawsuit) alleging that your Contribution(s), or the Work to which you have 
contributed, constitutes direct or contributory patent infringement, then any patent licenses 
granted by you under this Agreement to the entity instituting patent infringement will terminate as 
of the date such litigation is filed. 

4. Except for the assignment and licenses set forth in Sections 2 and 3 of this Agreement, this 
Agreement does not transfer any right, title, or interest in any intellectual property right of 
either party to the other. 

5. You represent that you are legally entitled to grant the above assignments and licenses set out 
in Sections 2 and 3 of this Agreement. If your employer(s) has any intellectual property rights in 
your Contributions, you represent (a) that you have received permission to make Contributions on 
behalf of that employer and that your employer has waived such rights for your Contributions to the 
Company or (b) that your employer has executed a separate Contributor Agreement with the Company. 

6. You represent that each of your Contributions is your original creation (see section 7 for 
submissions on behalf of others) and that your Contributions do not, and any exercise of the rights 
granted by you herein will not, infringe any third party’s intellectual property or other right. 
You represent that your submitted Contributions include complete details of any third-party license 
or other restriction (including, but not limited to, related patents and trademarks) of which you 
are personally aware and which are associated with any part of your Contributions. You represent 
that you are not aware of any legal claims, suit, or actions pertaining to your Contribution(s). 

7. You are not expected to provide support for your Contributions, except to the extent you desire 
to provide support. You may provide support for free, for a fee, or not at all. Unless required by 
applicable law or agreed to in writing, you provide your Contributions on an "AS IS" BASIS, WITHOUT 
WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any 
warranties or conditions of TITLE, NON- INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR 
PURPOSE. 

8. Should you wish to submit work that is not your original creation, you may submit it to the 
Company separately from any Contribution, identifying the complete details of its source and of any 
license or other restriction (including, but not limited to, related patents, trademarks, and/or 
license agreements) of which you are personally aware, and conspicuously marking the work as 
"Submitted on behalf of a third-party: [named here]". 

9. You agree to notify the Company immediately if you become aware or have reason to believe that 
any of your representations above is or becomes inaccurate, including any relevant facts or 
circumstances. 

10. If any provision of this Agreement is or becomes 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.