# Skiff Corporate Contributor License Agreement **Version 1.1** This agreement is for **companies and other legal entities** whose employees or contractors contribute to Skiff in the course of their work. It is based on the Apache Software Foundation's Corporate CLA. Individuals contributing in their own time, on their own equipment, and outside the scope of their employment should sign the [Individual CLA](./CLA.md) instead. Employees of a signing entity still sign the individual agreement as well; this one covers the entity's rights, that one covers theirs. --- ## Why this is separate In most employment arrangements the employer, not the employee, owns code written on company time or equipment. An individual agreement signed by an employee therefore may not grant rights the employee does not hold. This agreement is signed by someone authorised to bind the entity, which resolves that. --- ## The agreement **Entity name:** ______________________________________________ **Corporate address:** ________________________________________ **Point of contact:** _________________________________________ **Email:** ____________________________________________________ **Authorised signatory (name and title):** ____________________ **Date:** _____________________________________________________ By signing below, the entity named above ("Corporation") agrees to the following terms for Contributions submitted to Skiff by its employees, contractors, or agents. ### 1. Definitions **"Corporation"** means the entity named above and all other entities that control, are controlled by, or are under common control with it. For this purpose, "control" means ownership of more than fifty percent of the outstanding shares, or the power to direct the management of the entity. **"Project Owner"**, **"Project"** and **"Contribution"** have the meanings given in the [Individual CLA](./CLA.md). **"Designated Employees"** means the individuals listed in Schedule A, and any others the Corporation later notifies the Project Owner of in writing. ### 2. Grant of copyright license The Corporation grants 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 license to reproduce, prepare derivative works of, publicly display, publicly perform, **sublicense**, and distribute the Contributions and such derivative works. **This license expressly includes the right to license and distribute the Contributions, and derivative works of them, under license terms of the Project Owner's choosing, including proprietary, closed-source and commercial terms, and to do so without any obligation to publish source code and without any payment or accounting to the Corporation.** The Corporation retains all right, title and interest in and to its Contributions. ### 3. Grant of patent license The Corporation grants 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 license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Contributions. This license applies only to those patent claims licensable by the Corporation that are necessarily infringed by the Contributions alone, or by combination of the Contributions with the work to which they were submitted. If any entity institutes patent litigation alleging that a Contribution, or the work to which it was contributed, constitutes direct or contributory patent infringement, any patent licenses granted to that entity under this agreement terminate as of the date such litigation is filed. ### 4. Moral rights To the fullest extent permitted by applicable law, the Corporation waives and agrees to procure the waiver of, and agrees not to assert against the Project Owner or its licensees, any moral rights, rights of attribution or integrity, or similar rights in the Contributions, including any rights arising under section 57 of the Indian Copyright Act, 1957 or equivalent provisions elsewhere. ### 5. Representations The Corporation represents that: **(a)** It is legally entitled to grant the licenses above. **(b)** Each Designated Employee is authorised to submit Contributions on its behalf, and each Contribution submitted by a Designated Employee is either the Corporation's original work or work the Corporation has the right to submit. **(c)** The Contributions do not, to the best of its knowledge, violate any third party's intellectual property rights. **(d)** The Contributions do not knowingly contain any back door, malicious code, undisclosed telemetry, or intentional security weakness. **(e)** Contributions containing third-party material are conspicuously marked as such, identifying the source and any applicable license or restriction. ### 6. Scope This agreement covers Contributions submitted by Designated Employees, including any submitted before the date of signature. The Corporation shall notify the Project Owner if a Designated Employee ceases to be authorised. Contributions already submitted remain licensed under this agreement. ### 7. No obligation, no warranty The Project Owner is under no obligation to accept, use, distribute or maintain any Contribution. Contributions are provided on an "AS IS" basis, without warranties or conditions of any kind, except as to the representations in section 5. ### 8. Assignment and successors The Project Owner may assign this agreement, and the licenses granted under it, to any successor in interest to the Project, without further consent. ### 9. Term and survival The licenses granted in sections 2 and 3 are irrevocable and perpetual, and survive any termination of this agreement. ### 10. Severability and entire agreement If any provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable and the remainder shall stand. This agreement constitutes the entire agreement between the Corporation and the Project Owner concerning the Contributions. ### 11. Governing law This agreement is governed by the laws of India. The courts at Ahmedabad, Gujarat, India shall have exclusive jurisdiction. --- ## Schedule A — Designated Employees | Name | GitHub account | Email | | --- | --- | --- | | | | | | | | | | | | | Additions may be notified by email to the Project Owner and take effect on acknowledgement. --- ## How to submit this Fill in the fields above, have it signed by someone authorised to bind the entity, and open an issue on [Priyanshu-1622/skiff](https://github.com/Priyanshu-1622/skiff/issues) asking for the contact address to send it to. A scanned signature or a recognised e-signature service is fine.