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cla_corporate.txt
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cla_corporate.txt
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SOFTWARE GRANT AND CORPORATE CONTRIBUTOR LICENSE AGREEMENT ("AGREEMENT")
Thank you for your interest in ZEISS. To clarify the intellectual property
license granted with Contributions from any person or entity, ZEISS must have a
Contributor License Agreement (CLA) on file that has been signed by each
Contributor, indicating agreement to the license terms below. This license is
for your protection as a Contributor as well as the protection of ZEISS and its
users; it does not change your rights to use your own Contributions for any
other purpose.
This version of the Agreement allows an entity (the "Corporation") to submit
Contributions to ZEISS, to authorize Contributions submitted by its designated
employees to ZEISS, and to grant copyright and patent licenses thereto.
Please complete and sign this Agreement, and then email a pdf copy to one of the
official maintainers of this project only (do not copy any other persons or
lists).
Please read this document carefully before signing and keep a copy for your
records.
Corporation name: _________________________________________
Corporation address: _________________________________________
_________________________________________
_________________________________________
Country: _________________________________________
Point of Contact: _________________________________________
E-Mail: _________________________________________
Telephone: _________________________________________
Fax: _________________________________________
You accept and agree to the following terms and conditions for Your present and
future Contributions submitted to ZEISS. Except for the license granted herein
to ZEISS and recipients of software distributed by ZEISS, You reserve all
right, title, and interest in and to Your Contributions.
1. Definitions.
"You" (or "Your") shall mean the copyright owner or legal entity authorized by
the copyright owner that is making this Agreement with ZEISS. For legal
entities, the entity contributing and all other entities that control, are
controlled by, or are under common control with that entity are 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" shall mean the code, documentation or any original work of
authorship, including any modifications or additions to an existing work, that
is intentionally submitted by You to ZEISS for inclusion in, or documentation
of, any of the products owned or managed by ZEISS (the "Work"). For the purposes
of this definition, "submitted" means any form of electronic, verbal, or written
communication sent to ZEISS 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, ZEISS 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. Grant of Copyright License. Subject to the terms and conditions of this
Agreement, You hereby grant to ZEISS and to recipients of software
distributed by ZEISS a perpetual, worldwide, non-exclusive, no-charge,
royalty-free, irrevocable copyright license to reproduce, prepare derivative
works of, publicly display, publicly perform, sublicense, and distribute
Your Contributions and such derivative works.
3. Grant of Patent License. Subject to the terms and conditions of this
Agreement, You hereby grant to ZEISS and to recipients of software
distributed by ZEISS a perpetual, worldwide, non-exclusive, no-charge,
royalty-free, irrevocable (except as stated in this section) 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 You that are necessarily infringed by Your Contribution(s) alone or by
combination of Your Contribution(s) with the Work to which such
Contribution(s) were submitted. If any entity institutes patent litigation
against You or any other entity (including a crossclaim or counterclaim in a
lawsuit) alleging that your Contribution, or the Work to which you have
contributed, constitutes direct or contributory patent infringement, then
any patent licenses granted to that entity under this Agreement for that
Contribution or Work shall terminate as of the date such litigation is filed.
4. You represent that You are legally entitled to grant the above license. You
represent further that each employee of the Corporation designated by You is
authorized to submit Contributions on behalf of the Corporation.
5. You represent that each of Your Contributions is Your original creation (see
section 7 for submissions on behalf of others).
6. 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.
7. Should You wish to submit work that is not Your original creation, You may
submit it to ZEISS 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 license agreements) of
which you are personally aware, and conspicuously marking the work as
"Submitted on behalf of a third-party: ___ [named here] ___ ".
8. It is your responsibility to notify ZEISS when any change is required to
designated employees authorized to submit Contributions on behalf of the
Corporation, or to the Corporation's Point of Contact with ZEISS.
Please sign: _________________________________________
Date: _________________________________________
Title: _________________________________________
Corporation: _________________________________________
Version 1.0, Published: March 1st, 2022,
Corporate Legal and Patents, Carl ZEISS AG;
based on Apache Contributor License Agreements