agreement-template-unified.html

<section class="text-center">
<h2 id="tmp-title">[Fiduciary License Agreement 2.0 / Contributor Agreement]</h2>
<span id="tmp-subtitle-based">based on the</span>
<h2 id="tmp-subtitle"><span id="tmp-contributor-type">[Individual/Entity]</span> Contributor <span id="tmp-contributor-exclusivity-1" class="tmp-contributor-exclusivity-1">[Exclusive/NonExclusive]</span> License Agreement</h2>
<h2 id="tmp-subtitle-patent">(including the <span id="tmp-patent-option">[Traditional Patent License / PATENT PLEDGE OPTION]</span> OPTION)</h2>
</section>

<p>Thank you for your interest in contributing to <span id="tmp-beneficiary-name">[ENTITY_NAME]</span>'s <span id="tmp-project-name">[PROJECT_NAME / Software]</span> ("We" or "Us").</p>

<p>The purpose of this contributor agreement ("Agreement") is to clarify and document the rights granted by contributors to Us. To make this document effective, please follow the instructions at <span id="tmp-submission-instructions">[SUBMISSION_INSTRUCTIONS]</span>.</p>

<section id="tmp-preamble">
<h3>0. Preamble</h3>

<p>Software is deeply embedded in all aspects of our lives and it is important that it empower, rather than restrict us. Free Software gives everybody the rights to use, understand, adapt and share software. These rights help support other fundamental freedoms like freedom of speech, press and privacy.</p>

<p>Development of Free Software can follow many patterns. In some cases whole development is handled by a sole programmer or a small group of people. But usually, the creation and maintenance of software is a complex process that requires the contribution of many individuals. This also affects who owns the rights to the software. In the latter case, rights in software are owned jointly by a great number of individuals.</p>

<p>To tackle this issue some projects require a full copyright assignment to be signed by all contributors. The problem with such assignments is that they often lack checks and balances that would protect the contributors from potential abuse of power from the new copyright holder.</p>

<p>FSFE’s Fiduciary License Agreement (FLA) was created by the Free Software Foundation Europe e.V. with just that in mind – to concentrate all deciding power within one entity and prevent fragmentation of rights on one hand, while on the other preventing that single entity from abusing its power. The main aim is to ensure that the software covered under the FLA will forever remain Free Software.</p>

<p>This process only serves for the transfer of economic rights. So-called moral rights (e.g. authors right to be identified as author) remain with the original author(s) and are inalienable.</p>
</section>

<h3>How to use this <span id="tmp-how-to">[FLA / Contributor Agreement]</span></h3>
<p>If You are an employee and have created the Contribution as part of your employment, You need to have Your employer approve this Agreement or sign the Entity version of this document. If You do not own the Copyright in the entire work of authorship, any other author of the Contribution should also sign this – in any event, please contact Us at <span id="tmp-project-email">[ADD CONTACT DETAILS (Project email)].<p>

<h3>1. Definitions</h3>
<p><strong>"You"</strong> means the individual Copyright owner who Submits a Contribution to Us.</p> <!-- New and shorter Definition should be amended in all CA's. -->

<div id="tmp-entity-definitions" class="tmp-entity-definitions">
<p><strong>"Legal Entity"</strong> means an entity that is not a natural person.</p>

<p><strong>"Affiliate"</strong> means any other Legal Entity that controls, is controlled by, or under common control with that Legal Entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such Legal Entity, whether by contract or otherwise, (ii) ownership of fifty percent (50%) or more of the outstanding shares or securities that vote to elect the management or other persons who direct such Legal Entity or (iii) beneficial ownership of such entity.</p>
</div>

<p><strong>"Contribution"</strong> means any original work of authorship, including any original modifications or additions to an existing work of authorship, Submitted by You to Us, in which You own the Copyright.</p> <!-- New and shorter Definition should be amended in all CA's. -->

<p><strong>"Copyright"</strong> means all rights protecting works of authorship, including copyright, moral and neighboring rights, as appropriate, for the full term of their existence.</p> <!-- New and shorter Definition, should be amended in all CA's -->

<p><strong>"Material"</strong> means the software or documentation made available by Us to third parties. When this Agreement covers more than one software project, the Material means the software or documentation to which the Contribution was Submitted. After You Submit the Contribution, it may be included in the Material.</p>

<p><strong>"Submit"</strong> means any act by which a Contribution is transferred to Us by You by means of tangible or intangible media, including but not limited to electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Us, but excluding any transfer that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."</p>

<p><strong>"Documentation"</strong> means any non-software portion of a Contribution.</p>

<h3>2. License grant</h3>

<h4>2.1 Copyright license to Us</h4>

<p>Subject to the terms and conditions of this Agreement, You hereby grant to Us a worldwide, royalty-free, <span id="tmp-contributor-exclusivity-2" class="tmp-contributor-exclusivity-2">[exclusive/NON-exclusive]</span>, perpetual and irrevocable (except as stated in Section 8.2) license, with the right to transfer an unlimited number of non-exclusive licenses or to grant sublicenses to third parties, under the Copyright covering the Contribution to use the Contribution by all means, including, but not limited to:

<ul>
<li>publish the Contribution,</li>
<li>modify the Contribution,</li>
<li>prepare derivative works based upon or containing the Contribution and/or to combine the Contribution with other Materials,</li> <!-- Formatting: Separate in two bullet points for all CA's: 1) modify 2) prepare... -->
<li>reproduce the Contribution in original or modified form,</li>
<li>distribute, to make the Contribution available to the public, display and publicly perform the Contribution in original or modified form.</li>
</ul>

<h4>2.2 Moral rights</h4>
<p>Moral Rights remain unaffected to the extent they are recognized and not waivable by applicable law. Notwithstanding, You may add your name to the attribution mechanism customary used in the Materials you Contribute to, such as the header of the source code files of Your Contribution, and We will respect this attribution when using Your Contribution.</p>

<div id="tmp-license-back">
<h4>2.3 Copyright license back to You</h4>

<p>Upon such grant of rights to Us, We immediately grant to You a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license, with the right to transfer an unlimited number of non-exclusive licenses or to grant sublicenses to third parties, under the Copyright covering the Contribution to use the Contribution by all means, including, but not limited to:</p>

<ul>
<li>publish the Contribution,</li>
<li>modify the Contribution,</li>
<li>prepare derivative works based upon or containing the Contribution and/or to combine the Contribution with other Materials,</li> <!-- Formatting: See above, two separate bullet points -->
<li>reproduce the Contribution in original or modified form,</li>
<li>distribute, to make the Contribution available to the public, display and publicly perform the Contribution in original or modified form.</li>
</ul>

<p>This license back is limited to the Contribution and does not provide any rights to the Material.</p>
</div>

<h3>3. Patents</h3>

<section id="tmp-patent-option-traditional">

<h4>3.1 Patent license</h4>

<p>Subject to the terms and conditions of this Agreement You hereby grant to Us and to recipients of Materials distributed by Us a worldwide, royalty-free, non-exclusive, perpetual and irrevocable (except as stated in Section 3.2) patent license, with the right to transfer an unlimited number of non-exclusive licenses or to grant sublicenses to third parties, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution and the Contribution in combination with any Material (and portions of such combination). This license applies to all patents owned or controlled by You, whether already acquired or hereafter acquired, that would be infringed by making, having made, using, selling, offering for sale, importing or otherwise transferring of Your Contribution(s) alone or by combination of Your Contribution(s) with any Material.</p>

<h4>3.2 Revocation of patent license</h4>

<p>You reserve the right to revoke the patent license stated in section 3.1 if We make any infringement claim that is targeted at your Contribution and not asserted for a Defensive Purpose. An assertion of claims of the Patents shall be considered for a "Defensive Purpose" if the claims are asserted against an entity that has filed, maintained, threatened, or voluntarily participated in a patent infringement lawsuit against Us or any of Our licensees.</p>

</section>

<section id="tmp-patent-option-pledge">

<p>3.1 Pledge of Identified Patents</p>

<p>Whereas You are aware of certain of Your own patents, which You desire to identify and disclose as the following patents and patent applications ("Pledged Patents"):</p>

<p id="tmp-patent-more">
Number or Application Number<br />
Country</p>

<p>You hereby pledge to all developers, distributors and users of the Contribution or the Material to which this Agreement applies ("Pledge Recipient") that You and your Affiliates will not bring a lawsuit or other legal proceeding against a Pledge Recipient for patent infringement under any Pledged Patents based on the Pledge Recipient's making, having made, using, selling, offering for sale, importing or otherwise transferring the Contribution or the Material.  You will require any person or entity to whom You sell or transfer any of the Pledged Patents to agree, in writing, to abide by the pledge and to place a similar requirement on any subsequent transferees to do the same.</p>

<p>3.2 Revocation of Patent Pledge</p>

<p>You reserve the right to revoke the patent pledge stated in section 3.1, as if it never existed with regard to any Pledge Recipient, who files a lawsuit or other legal proceedings for patent infringement or who has a direct financial interest in such a lawsuit or other legal proceedings against You or your Affiliates.</p>

</section>

<section id="tmp-outbound-section-all" class="tmp-outbound-section">

<h3>4. License obligations by Us </h3>

<p id="tmp-outbound-option-1-fsfe">We agree to (sub)license the Contribution or any Materials containing, based on or derived from your Contribution under the terms of any licenses the Free Software Foundation classifies as Free Software License and which are approved by the Open Source Initiative as Open Source licenses.</p>

<p id="tmp-outbound-option-2-fsfe">More specifically and in strict accordance with the above paragraph, we agree to (sub)license the Contribution or any Materials containing, based on or derived from the Contribution only under the terms of the following license(s) <span id="tmp-licenses-fsfe">[LIST_OF_LICENSES]</span> (including any right to adopt any future version of a license if permitted).</p>

<p id="tmp-outbound-option-2-non-fsfe" class="tmp-outbound-option-2-non-fsfe">We agree to license the Contribution only under the terms of the following license(s) <span id="tmp-licenses-non-fsfe">[LIST_OF_LICENSES]</span> (including any right to adopt any future version of a license if permitted).</p>

<p id="tmp-outbound-option-3-fsfe">More specifically and in strict accordance with the above paragraph, we agree to (sub)license the Contribution or any Materials containing, based on or derived from the Contribution only in accordance with our licensing policy available at: <span id="tmp-license-policy-location">[location of licensing policy]</span>.</p>

<p id="tmp-outbound-option-4-non-fsfe">We agree to license the Contribution only under the terms of the license or licenses that We are using on the Submission Date for the Material (including any rights to adopt any future version of a license).</p>

<p id="tmp-outbound-media-license">In addition, We may use the following licenses for Documentation in the Contribution: <span id="tmp-media-licenses">[LIST_OF_MEDIA_LICENSES]</span> (including any right to adopt any future version of a license).</p>

<p id="tmp-outbound-special">We agree to license patents owned or controlled by You only to the extent necessary to (sub)license Your Contribution(s) and the combination of Your Contribution(s) with the Material under the terms of <span id="tmp-licenses-2">[any licenses the Free Software Foundation classifies as Free Software licenses and which are approved by the Open Source Initiative as Open Source licenses. / display licenses as chosen above]</span>.</p>

</section>

<h3><span id="tmp-digit-disclaimer">5.</span> Disclaimer</h3>

<p>THE CONTRIBUTION IS PROVIDED "AS IS". MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED BY YOU TO US AND BY US TO YOU. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION AND EXTENT TO THE MINIMUM PERIOD AND EXTENT PERMITTED BY LAW.<p/>

<h3><span id="tmp-digit-waiver">6.</span> Consequential damage waiver</h3>

<p>TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU OR WE BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.</p>

<h3><span id="tmp-digit-approx-waiver">7.</span> Approximation of disclaimer and damage waiver</h3>

<p>IF THE DISCLAIMER AND DAMAGE WAIVER MENTIONED IN SECTION <span id="tmp-digit-disclaimer-2">5.</span> AND SECTION <span id="tmp-digit-waiver-2">6.</span> CANNOT BE GIVEN LEGAL EFFECT UNDER APPLICABLE LOCAL LAW, REVIEWING COURTS SHALL APPLY LOCAL LAW THAT MOST CLOSELY APPROXIMATES AN ABSOLUTE WAIVER OF ALL CIVIL OR CONTRACTUAL LIABILITY IN CONNECTION WITH THE CONTRIBUTION.</p>

<h3><span id="tmp-digit-term">8.</span> Term</h3>

<p><span id="tmp-digit-term-1">8.1</span> This Agreement shall come into effect upon Your acceptance of the terms and conditions.</p>

<p id="tmp-term-special"><span id="tmp-digit-term-2">8.2</span> This Agreement shall apply for the term of the copyright and patents licensed here. However, You shall have the right to terminate the Agreement if We do not fulfill the obligations as set forth in Section 4. Such termination must be made in writing.</p>

<p><span id="tmp-digit-term-3">8.3</span> In the event of a termination of this Agreement Sections <span id="tmp-digit-term-special">5., 6., 7., 8., and 9.</span> shall survive such termination and shall remain in full force thereafter. For the avoidance of doubt, Free and Open Source Software (sub)licenses that have already been granted for Contributions at the date of the termination shall remain in full force after the termination of this Agreement.</p>

<h3><span id="tmp-digit-misc">9.</span> Miscellaneous</h3>

<p><span id="tmp-digit-misc-1">9.1</span> This Agreement and all disputes, claims, actions, suits or other proceedings arising out of this agreement or relating in any way to it shall be governed by the laws of <span id="tmp-project-jurisdiction">[JURISDICTION]</span> excluding its private international law provisions.</p>

<p><span id="tmp-digit-misc-2">9.2</span> This Agreement sets out the entire agreement between You and Us for Your Contributions to Us and overrides all other agreements or understandings.</p>

<p><span id="tmp-digit-misc-3">9.3</span> In case of Your death, this agreement shall continue with Your heirs. In case of more than one heir, all heirs must exercise their rights through a commonly authorized person.</p>

<p><span id="tmp-digit-misc-4">9.4</span> If any provision of this Agreement is found void and unenforceable, such provision will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision and that is enforceable. The terms and conditions set forth in this Agreement shall apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy to the maximum extent possible under law.</p>

<p><span id="tmp-digit-misc-5">9.5</span> You agree to notify Us of any facts or circumstances of which you become aware that would make this Agreement inaccurate in any respect.</p>

<section id="tmp-signing">

<h3>You </h3>

<table class="signing">
<tr><td class="head" id="tmp-signing-you-date-header">Date:</td><td id="tmp-signing-you-date" class="underline"></td></tr>
<tr><td class="head" id="tmp-signing-you-name-header">Name:</td><td id="tmp-signing-you-name" class="underline"></td></tr>
<tr><td class="head" id="tmp-signing-you-title-header">Title:</td><td id="tmp-signing-you-title" class="underline"></td></tr>
<tr><td class="head" id="tmp-signing-you-address-header">Address:</td><td id="tmp-signing-you-address" class="underline"></td></tr>
</table>

<h3>Us</h3>

<table class="signing">
<tr><td class="head" id="tmp-signing-us-date-header">Date:</td><td id="tmp-signing-us-date" class="underline"></td></tr>
<tr><td class="head" id="tmp-signing-us-name-header">Name:</td><td id="tmp-signing-us-name" class="underline"></td></tr>
<tr><td class="head" id="tmp-signing-us-title-header">Title:</td><td id="tmp-signing-us-title" class="underline"></td></tr>
<tr><td class="head" id="tmp-signing-us-address-header">Address:</td><td id="tmp-signing-us-address" class="underline"></td></tr>
</table>
</section>