Camunda CLA Example

CAMUNDA_CLA

# Individual/Employee Contributor License Agreement

This Individual/Employee Contributor License Agreement (hereinafter referred to as the “Agreement”) is between the signee, further referred to as “Contributor” and Camunda Services GmbH, Zossener Strasse 55-58, 10961 Berlin, Germany, further referred to as "Camunda" (together referred to as the “Parties”). The purpose of this Agreement is to set forth the terms and conditions under which Camunda may use software that the Contributor wishes to contribute to Camunda for use within one or more of its software development projects.

By electronically signing this Agreement, the Contributor agrees to transact electronically and to enter into a binding Agreement based on the below stipulated terms and conditions. Before signing and clicking a button to e-sign or accept, the Contributor will read the terms and conditions of this Agreement and any terms of use provided through the signing process. The Contributor warrants that he is authorised to complete the electronic signing process as set forth above.

## The Contributor agrees to the following terms and conditions:

1. Definitions:
    1. In this Agreement, the Contributor shall mean the owner of the Contribution.
    2. The term "Contribution" shall mean any original work of authorship and any modifications or addition thereof, including software source code, software object code or the respective documentation, which the Contributor makes available or submits to Camunda or any of its Affiliates for inclusion into software development projects managed or owned by Camunda. Contributions shall not include any software or documentation which have been explicitly marked to indicate that it is not a Contribution to Camunda.
    3. “Submit” shall mean any form of communication sent to Camunda, including but not limited to communication on mailing lists, source code control or issue tracking systems.
    4. “Submission Date” shall mean the date on which the Contributor first time submits his Contributions to Camunda.

2. Grant of Copyright License: The Contributor hereby grants to Camunda and recipients of software distributed by Camunda, the worldwide, non-exclusive, transferable, irrevocable, no-charge, perpetual, royalty-free right to use, to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute the Contributions and any derivative works thereof. Camunda shall be put in the position of an owner of the Contribution as far as legally possible. The Contributor also grants to Camunda the right to make changes and amendments to the Contribution(s) submitted. The Contributor agrees that Camunda will not explicitly name the Contributor in connection with his Contribution and that he will not assert any moral rights in his contribution against Camunda or Camunda´s sublicensees.

3. Grant of Patent License: The Contributor hereby grants to Camunda and recipients of software distributed by Camunda, the worldwide, non-exclusive, transferable, irrevocable, no-charge, perpetual, royalty-free patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the work, where such license applies only to those patent claims licensable by the Contributor that are necessarily infringed by his Contribution(s) alone or by combination of his Contribution(s) with the work to which such Contribution(s) was submitted.

4. Without limitation, the grants in Clauses 2 and 3 are made concerning any copyright, patent, or other intellectual property or moral rights Contributor may have in or to the Contributions.

5. The Contributor agrees that Camunda may exercise all ownership rights associated with the Contribution, including but not limited to the right to conduct litigation.

6. Representations and Warranties:

    1. The Contributor agrees that he is legally entitled to enter into this Agreement and to grant Camunda the rights and licenses described in this Agreement.

    1. If the Contribution was done as an Employee, the Contributor warrants, that he is legally entitled to grant the above licenses. If the Contributor´s employer has rights to intellectual property that the Contributor created and included in his Contribution, the Contributor warrants that he has received permission to make Contributions on behalf of that employer and that the employer has executed a separate Corporate Contributor License Agreement with Camunda.

    1. Subject to the exception in Section 6 (ii) for submissions in which the Contributor´s employer has rights, the Contributor represents that he is the original author, creator, or inventor of each of the Contributions, or that he otherwise owns all rights granted to Camunda under this Agreement as a work made for hire, by assignment, or otherwise.

    1. The Contributor represents and warrants that to the best of his knowledge, each Contribution will not violate any third party's copyrights, trademarks, patents, or other intellectual property rights and that he has not deleted or in any way removed any copyright notices or license file of any third-party license.

    1. The Contributor represents, that his Contributions is not making use of any work that is published under a copyleft license. A non-exhaustive overview of such licenses can be found on the Free Software Foundation’s website.

7. The Contributor agrees to notify Camunda if any circumstance should arise which would make any of the foregoing representations inaccurate in any respect.

8. Concerning all legal relationships arising from this Agreement, the Parties agree that this Agreement shall be subject to the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the German and European conflict of laws regulations. Exclusive place of jurisdiction (“Ausschließlicher Gerichtsstand“) for all disputes arising from or in connection with this Agreement shall be Berlin. The legal invalidity of a provision of this Agreement shall not affect the legal validity of the other parts of the Agreement. The Parties undertake to replace the invalid provision with a valid provision that comes as close as possible to the economic result and best corresponds to the purpose of the Agreement. The same applies to a gap in the Agreement. The Agreement contains all agreements made on the subject matter of the Agreement. There shall be no written or verbal collateral agreements. Any waiver of rights arising from this Agreement or any changes or additions must be made in writing (“Textform”).

9. The rights granted to Camunda under this Agreement are effective on the Submission Date, even if the submission took place before the date this Agreement was electronically signed.

metadata

{
"name": {
        "title": "Full Name",
        "type": "string",
        "githubKey": "name"
 },
 "email": {
        "title": "E-Mail",
        "type": "string",
        "githubKey": "email",
        "required": true
    },
 "category": {
        "title": "How do you sign?",
        "type": {
            "enum": [
                "I am signing on behalf of myself.",
                "I am signing on behalf of my employer."
            ]
        },
        "required": true
    }
}