This Contribution License Agreement (“Agreement”) is agreed to by the party signing below (“You”), and conveys certain license rights to TransCelerate BioPharma, Inc. (“TransCelerate”) for Your submissions to TransCelerate open source projects. This Agreement is effective as of the latest signature date below.
- “Code” means the computer software code, whether in human-readable or machine-executable form, that is delivered by You to TransCelerate under this Agreement.
- “Project” means any of the projects owned or managed by TransCelerate in which software is offered under a license approved by the Open Source Initiative (OSI) (https://www.opensource.org) and documentation offered under an OSI or a Creative Commons license (https://creativecommons.org/licenses).
- “Submit” is the act of uploading, submitting, transmitting, or distributing Code or other content to any Project, including but not limited to communication by way of electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on the behalf of, the Project for the purpose of discussing and improving that Project, but excluding communication that is conspicuously marked or otherwise designated in writing by You as “Not a submission”.
- “Submission” means the Code, documentation, work of authorship and/or any other copyrightable material Submitted by You, including any modifications or additions to any existing work, and any associated comments.
- Your Submission. You hereby agree to the terms of this Agreement for any and all Submissions that You, now or in the future, Submit to any Project.
- Originality of Work. You represent and warrant that each of Your Submissions is entirely Your original work or that you otherwise own all copyrights in each such Submission. Should You wish to Submit materials that are not Your original work or in which You do not own all copyrights, You may Submit them separately to the Project if You (a) retain all copyright notices and license information that was in the materials as You received them, (b) in the description accompanying Your Submission, include the phrase “Submission containing materials of a third party:” followed by the names of the third party and any licenses or other restrictions of which You are aware, and (c) follow any other instructions in the Project’s written guidelines concerning Submissions.
- Employees, Contractors. You represent and warrant that any employees, contractors, vendors or agents making Submissions on Your behalf have Your permission to do so and that You own all intellectual property rights in such Submissions by contract or applicable law.
- Copyright License. You grant TransCelerate, and those who receive the Submission directly or indirectly from TransCelerate (including other contributors to and participants in the Project), a perpetual, worldwide, non-exclusive, royalty-free, no-charge, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, and distribute the Submission and such derivative works, and to sublicense any or all of the foregoing rights to third parties.
- Patent License. You grant TransCelerate, and those who receive the Submission directly or indirectly from TransCelerate (including other contributors to and participants in the Project), a perpetual, worldwide, non-exclusive, royalty-free, no-charge, irrevocable license under Your patent claims that are necessarily infringed by the Submission, or by the combination of the Submission with any other software or other work owned or used the Project to which it was Submitted, to make, have made, use, offer to sell, sell and import or otherwise dispose of the Submission alone or with the Project.
- Authority You represent and warrants that You are legally entitled to grant the above licenses.
- Other Rights Reserved. Each party hereto reserves all rights not expressed granted in this Agreement. No additional licenses or rights whatsoever (including, without limitation, any implied licenses) are granted by implication, exhaustion, estoppel or otherwise.
- Project License. You understand and agree that Your Submissions may be made available by or as part of the Project to the public under one or more open source software license to be selected by TransCelerate. To the extent there is a conflict between such open source license(s) and the terms of this Agreement, as applicable to TransCelerate and other contributors to the Project, the terms of this Agreement shall prevail.
- No Other Representations and Warranties. UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, AND EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN SECTIONS 3, 4, AND 5, THE SUBMISSION PROVIDED UNDER THIS AGREEMENT IS PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
- Notice to TransCelerate. You agree to promptly notify TransCelerate in writing of any facts or circumstances of which You later become aware that would make Your representations and warranties in this Agreement inaccurate in any respect. To do so, please send an email to email@example.com.
- Information about Submissions. You agree that Submissions to Projects and information about Submissions may be maintained indefinitely and disclosed publicly, including Your name and other information that You submit with Your Submission.
- Governing Law/Jurisdiction. This Agreement is governed by the laws of the State of Pennsylvania, and the parties consent to exclusive jurisdiction and venue in the federal courts sitting in Philadelphia, Pennsylvania, unless no federal subject matter jurisdiction exists, in which case the parties consent to exclusive jurisdiction and venue in the Superior Court of Pennsylvania. The parties waive all defenses of lack of personal jurisdiction and forum non-conveniens.
- Entire Agreement/Assignment. This Agreement is the entire agreement between the parties, and supersedes any and all prior agreements, understandings or communications, written or oral, between the parties relating to the subject matter hereof. This Agreement may be assigned by TransCelerate.
Please select one of the options below and sign as indicated.
_ The undersigned is duly authorized to execute this Agreement on Your (the company named below) behalf and to bind You to the obligations listed in this Agreement.
Company Name: _______________
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_ I am an individual entering into this Agreement in my personal capacity. I am not making Submissions in the course of work for my employer or on behalf of any other third party.
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