# Nacre Contributor License Agreement **Version 1.0** > Still 1.0 after the Owner and the governing law were filled in, and that is a > deliberate call rather than an oversight: those two fields were published as > explicitly unsettled, the document said it did not govern anything until they > were, and nobody had signed. Nothing that was agreed to has changed. > > **Any material change from here bumps the version.** The `cla` job treats a > signature against an older version as no signature at all, which is what makes > that rule enforceable rather than a convention — so a version bump also means > asking every existing signer again, and is worth avoiding for wording. > **This document has not been reviewed by a lawyer.** It is adapted from the > Apache Software Foundation's Individual Contributor License Agreement v2.0, > which is the most widely used and most widely litigated-around template of its > kind, with the changes described in [Notes on this > adaptation](#notes-on-this-adaptation) at the end. ## Why this exists Nacre's core is Apache 2.0 and stays Apache 2.0. This agreement does not change that, and it is not a copyright assignment: **you keep the copyright in everything you write.** What it does is give the Owner the rights needed to keep distributing your contribution as part of Nacre, including under terms other than Apache 2.0 in the future. That last part is the whole reason this is a CLA rather than a Developer Certificate of Origin, and it is worth being direct about it: if Nacre ever has to change the licence of its core — the usual reason being a third party reselling it as a managed service — that decision must not require tracking down every past contributor for permission. Under a DCO it would. Nothing here lets the Owner take away rights you or anyone else already has. The Apache 2.0 grant on every release already made is perpetual and irrevocable, and this agreement cannot and does not revoke it. A licence change would apply to future releases only. ## Agreement You accept and agree to the following terms for Your present and future Contributions submitted to Nacre. Except for the licences granted here to the Owner and to recipients of software distributed by the Owner, **You reserve all right, title and interest in and to Your Contributions.** ### 1. Definitions **"You"** (or **"Your"**) means the copyright owner, or the legal entity authorised by the copyright owner, that is entering into this agreement. For a legal entity, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity are considered a single Contributor. "Control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity. **"Owner"** means **Siarhei Dudko, registered as an Individual Entrepreneur (I/E) in Georgia**, trading as Nacre. "Nacre" as it appears in the `LICENSE` and `NOTICE` files of this repository is that person's project name, not a separate legal entity. Two things follow from the Owner being an I/E rather than a company, and both are better stated than discovered: - **An Individual Entrepreneur in Georgia is a natural person with an entrepreneurial registration, not a legal person distinct from that individual.** The counterparty here is a human being acting in a business capacity. Nothing in this agreement depends on the distinction, but a contributor's employer reviewing it is entitled to know which they are dealing with. - **Section 9 therefore matters more, not less.** If the Owner later incorporates — an LLC in Georgia or anywhere else — the rights granted here move to that company without anyone re-signing. That is the ordinary and expected path for a project like this one. **"Contribution"** means any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to the Owner for inclusion in, or documentation of, any of the products owned or managed by the Owner (the **"Work"**). "Submitted" means any form of electronic, verbal, or written communication sent to the Owner 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, the Owner 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 licence Subject to the terms and conditions of this agreement, You hereby grant to the Owner and to recipients of software distributed by the 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. The right to sublicense is the operative one. It is what allows the Owner to distribute Your Contribution under a licence other than Apache 2.0 — in a commercial module, or in a future release of the core under different terms — without returning to You for permission. It does not allow the Owner to withdraw any licence already granted to anyone, including to You. ### 3. Grant of patent licence Subject to the terms and conditions of this agreement, You hereby grant to the Owner and to recipients of software distributed by the 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 Work. This licence applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution alone or by combination of Your Contribution with the Work to which You submitted it. If any entity institutes patent litigation against You or any other entity alleging that Your Contribution, or the Work to which You have contributed, constitutes direct or contributory patent infringement, then any patent licences granted to that entity under this agreement for that Contribution or Work terminate as of the date such litigation is filed. ### 4. You have the right to grant this You represent that You are legally entitled to grant the above licences. If Your employer has rights to intellectual property that You create — which includes work You do on Your own time in many jurisdictions and under many employment contracts — You represent that You have received permission to make Contributions on behalf of that employer, that Your employer has waived such rights for Your Contributions to the Owner, or that Your employer has executed a separate corporate agreement with the Owner. This clause is the one most often skipped and most often the problem. If You are employed and unsure, ask before You sign rather than after. ### 5. It is Your own work You represent that each of Your Contributions is Your original creation. You represent that Your Contribution submissions include complete details of any third-party licence or other restriction (including related patents and trademarks) of which You are personally aware and which are associated with any part of Your Contributions. ### 6. Work not Your own Should You wish to submit work that is not Your original creation, You may submit it to the 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 personally aware, and conspicuously marking the work as `Submitted on behalf of a third-party: [named here]`. ### 7. No obligation of support 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. ### 8. Tell us if something here stops being true You agree to notify the Owner of any facts or circumstances of which You become aware that would make these representations inaccurate in any respect. ### 9. Successors The Owner may assign this agreement, and the rights granted under it, to a successor in interest to the Work — including to a company later incorporated to hold it. This section exists so that a signature collected today survives the Owner becoming a legal entity tomorrow, and so that You do not have to sign again for that reason. ### 10. Governing law This agreement is governed by the laws of **Georgia — the country, whose capital is Tbilisi, and not the United States state of the same name** — excluding its conflict-of-law provisions. The parenthetical is not pedantry. "Governed by the laws of Georgia" is genuinely ambiguous in an English-language agreement signed over the internet, and a contributor in the United States will read it the other way round by default. An ambiguous choice-of-law clause is worth less than none, because it invites exactly the argument it was written to prevent. Georgia is a civil-law jurisdiction, which is also why this agreement grants a licence rather than taking an assignment: assigning copyright outright is restricted or impossible in much of continental Europe, and moral rights do not transfer at all. A broad, irrevocable, sublicensable licence achieves everything the Owner needs here and survives that difference. ## How to sign There is no third-party service, no account to create, and nothing that leaves this repository. Signing is a pull request: 1. Read this document. 2. Add yourself to `.github/cla/signatures.json`: ```json { "github": "your-github-username", "name": "Your Full Name", "emails": ["the@address.you", "commit@with.example"], "version": "1.0", "date": "2026-08-02" } ``` List **every** email address you author commits from. The check compares against commit metadata, and an address that is not listed reads as an unsigned contributor. 3. Open a pull request titled `chore: sign the CLA`, containing that change and nothing else, with this line in the body: > I have read the Nacre Contributor License Agreement version 1.0 and I agree > to it for my present and future Contributions to Nacre. A pull request that touches only the signatures file is exempt from the CLA check — otherwise signing would be impossible. That is safe because the check reads the signature list from the base branch and never from the pull request, so a contribution cannot approve itself. A maintainer merging your signature pull request is what records the agreement, and the git history of that file is the record. Your normal contributions can be opened before or after; they will not merge until the signature does. ## Notes on this adaptation Kept from the Apache ICLA v2.0 essentially verbatim, because the wording has two decades of use behind it: the definitions, the copyright grant, the patent grant and its termination trigger, the employer clause, the third-party-work procedure, the support disclaimer, and the notification duty. Changed: - **The counterparty is one named person rather than a foundation.** Section 9 was added for that reason: a foundation does not get incorporated later, and an Individual Entrepreneur very well might. - **The sublicence right is called out explicitly in prose**, in section 2 and in the opening. The Apache grant already contains it; leaving what it is *for* unstated is how a contributor ends up surprised by a licence change they technically permitted. Saying it plainly is the point of the whole document. - **Governing law was added**, which the Apache ICLA omits. For a single owner rather than a foundation, silence means the answer is decided by whoever sues first. It names Georgia and says which Georgia, because in an English-language agreement signed over the internet that is a real ambiguity and not a joke about it. - **The signing procedure is in-repository** rather than by scanned PDF or a hosted CLA service. This is a product whose pitch is that nothing phones home; the contribution process should not be the exception. Not added, and worth knowing they are absent: - **A venue or dispute-resolution clause.** Choice of law says which rules apply; it does not say where a dispute is heard. The Apache ICLA has neither, and for a project at this stage the asymmetry is tolerable — but they are different questions and only one of them is answered above. - **The Owner's registration number.** The name and jurisdiction identify the counterparty adequately; the number would pin it further and can be added without a version bump, since it identifies rather than changes the party.