Vyrtel Corporate Contributor License Agreement

Version 1.0

This Corporate Contributor License Agreement ("Agreement") lets a company or other organisation authorise its employees and contractors to contribute to the Vyrtel project, and grants the project rights in those Contributions. It is for organisations that own, or may own, intellectual property created by the people who contribute on their behalf.

Each Authorized Contributor also signs the Individual Contributor License Agreement (the CLA bot asks for it on their first pull request). This Agreement covers the organisation's rights; the individual agreement covers the person's.

How to sign

1. Fill in the details and Schedule A below, and have someone authorised to bind the organisation sign it.
2. Email the signed copy (PDF is fine) to [email protected].
3. The Project Owner confirms by reply. Until then, Contributions from the people listed may be held.

To add or remove Authorized Contributors later, have the Point of Contact email an updated Schedule A to the same address.

Organisation details

The Agreement

The Corporation identified above accepts and agrees to the following terms for its present and future Contributions submitted to the Project. Except for the licences granted here, the Corporation reserves all right, title and interest in and to its Contributions.

1. Definitions

• "Corporation" (or "You") means the legal entity identified above that signs this Agreement. For this definition, "control" means (i) the power, direct or indirect, to direct the management of an entity, by contract or otherwise, or (ii) ownership of fifty per cent (50%) or more of the outstanding shares, or (iii) beneficial ownership of that entity. Entities that control, are controlled by, or are under common control with the Corporation are included only if they are listed in Schedule A or sign their own copy of this Agreement.
• "Project Owner" means Rowan Smith, the owner of the Vyrtel project, and any person or legal entity to which ownership or stewardship of the Project is later transferred.
• "Project" means the Vyrtel software and documentation hosted at https://github.com/rowan-smith/Vyrtel, including any successor location, fork maintained by the Project Owner, or related repository the Project Owner designates.
• "Authorized Contributor" means an employee, contractor or other individual listed in Schedule A (as updated by the Point of Contact from time to time) who is authorised to submit Contributions on the Corporation's behalf.
• "Contribution" means any original work of authorship, including any modifications or additions to an existing work, that an Authorized Contributor intentionally submits to the Project Owner for inclusion in the Project, on behalf of the Corporation. "Submit" means any form of electronic, verbal or written communication sent to the Project Owner or its representatives, including pull requests, patches, issues, comments, mailing lists and source control systems, made for the purpose of discussing or improving the Project. It excludes communication conspicuously marked as "Not a Contribution".

2. Grant of copyright licence

Subject to the terms of this Agreement, You grant to the Project Owner, and to recipients of software distributed by the Project Owner, a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright licence to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense and distribute Your Contributions and such derivative works.

3. Grant of patent licence

Subject to the terms of this Agreement, You grant to the Project Owner, and to recipients of software distributed by the Project Owner, a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent licence to make, have made, use, offer to sell, sell, import and otherwise transfer the Project, where the licence applies only to patent claims licensable by You that are necessarily infringed by Your Contribution alone or by combining Your Contribution with the Project to which it was submitted. 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, or the Project to which You contributed, constitutes direct or contributory patent infringement, then any patent licences granted to that entity under this Agreement for that Contribution or Project terminate as of the date that litigation is filed.

4. Licensing of the Project

You agree that the Project Owner may license, distribute and make available Your Contributions, as part of the Project or otherwise, under the Project's current licence (the MIT License) and under any other licence terms, including open source, source-available and proprietary terms, that the Project Owner chooses, now or in the future, and may change the licence of future versions of the Project without further notice to or consent from You. Versions of the Project already released under an open source licence remain available under that licence.

5. Your representations

You represent that:

1. You are legally entitled to grant the licences above, and the person signing this Agreement is authorised to bind the Corporation.
2. Each Authorized Contributor is authorised to submit Contributions on Your behalf.
3. Each of Your Contributions is Your original creation, or the original creation of an Authorized Contributor that You have the right to license (see section 7 for submissions of others' work).
4. Your Contributions include complete details of any third-party licence or other restriction (including related patents and trademarks) of which You are aware and which are associated with any part of Your Contributions.

6. Managing Authorized Contributors

It is Your responsibility to notify the Project Owner when any change is required to the list of Authorized Contributors, or to the Point of Contact, for example when an Authorized Contributor leaves the Corporation or should no longer contribute on its behalf. Changes take effect for Contributions submitted after the Project Owner receives the updated Schedule A. Removing an Authorized Contributor does not affect licences already granted for Contributions they submitted while listed.

7. No obligation and no support

You are not expected to provide support for Your Contributions, except to the extent You want to. Unless required by applicable law or agreed in writing, You provide Your Contributions on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. The Project Owner is under no obligation to accept, include or use any Contribution.

8. Work that is not Your original creation

If You wish to submit work that is not Your original creation, You may submit it to the Project Owner separately from any Contribution, identifying the complete details of its source and of any licence or other restriction (including related patents, trademarks and licence agreements) of which You are aware, and conspicuously marking the work as "Submitted on behalf of a third party: [named here]".

9. Keeping this accurate

You agree to notify the Project Owner of any facts or circumstances of which You become aware that would make these representations inaccurate in any respect.

10. General

This Agreement is the entire agreement between You and the Project Owner about Your Contributions to the Project. If any provision is held unenforceable, the remaining provisions stay in effect. The Project Owner may publish new versions of this Agreement; a new version applies only to Contributions submitted after You sign it.

Schedule A: Authorized Contributors

Initial list of people authorised to contribute on the Corporation's behalf.

Schedule B: Identified Contributions (optional)

Any Contributions made before signing that this Agreement should also cover (for example, links to pull requests).