CLA-CORPORATE.md

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# OpenGTM Corporate Contributor License Agreement

Version 1.0

This Corporate Contributor License Agreement (the "Agreement") lets an
entity authorise its employees and contractors to contribute to OpenGTM
(the "Project"), which is owned and maintained by Yupcha Softwares Private
Limited ("Yupcha"). It is a licence, not a transfer of ownership: **the
entity keeps the copyright in its Contributions.**

Each individual contributor must also sign the
[Individual CLA](./CLA.md).

## 1. Definitions

**"Corporation"** means the entity signing this Agreement, together with
every entity that controls it, is controlled by it, or is under common
control with it. "Control" means owning more than 50% of the voting
securities, or otherwise having the power to direct management.

**"Designated Employees"** means the employees and contractors listed in
Schedule A, as updated under section 7.

**"Contribution"** means any original work of authorship, including any
modification of or addition to an existing work, that a Designated
Employee intentionally Submits to Yupcha for inclusion in the Project on
the Corporation's behalf.

**"Submit"** has the meaning given in the [Individual CLA](./CLA.md).

## 2. Copyright licence

The Corporation grants Yupcha, and recipients of software distributed by
Yupcha, a perpetual, worldwide, non-exclusive, no-charge, royalty-free,
irrevocable licence to reproduce, prepare derivative works of, publicly
display, publicly perform, sublicense and distribute its Contributions and
such derivative works.

This licence includes the right for Yupcha to license the Contributions
under **any licence terms**, including the GNU Affero General Public
License, other open source licences, and proprietary or commercial
licences.

## 3. Patent licence

The Corporation grants Yupcha, and recipients of software distributed by
Yupcha, 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
Project. This licence applies only to patent claims the Corporation can
license that are necessarily infringed by its Contribution alone or by its
combination with the Project as it stood when the Contribution was
submitted.

If any entity starts patent litigation against the Corporation or any
other entity (including a cross-claim or counterclaim) alleging that a
Contribution, or the Project, infringes a patent, every patent licence the
Corporation granted to that entity under this Agreement ends on the date
the litigation is filed.

## 4. The Corporation's rights

The Corporation keeps all right, title and interest in its Contributions.
Apart from the licences in sections 2 and 3, it reserves all rights.

## 5. Yupcha's commitment

Any Contribution that Yupcha includes in the Project's public source
release will be made available in that release under the GNU Affero
General Public License v3.0 or another licence approved by the Open Source
Initiative.

## 6. The Corporation's representations

The Corporation represents that:

1. It is legally entitled to grant the licences in this Agreement, and the
   person signing has authority to bind it.
2. Each Contribution is an original creation of the Corporation or its
   Designated Employees, or the Corporation has the right to Submit it
   under this Agreement.
3. Any work that is not an original creation is identified as such,
   together with its source and any licence or other restriction the
   Corporation knows of, when it is Submitted.

## 7. Designated Employees

The Corporation is responsible for keeping Schedule A accurate. It updates
the list by emailing Yupcha at the address below, signed by an authorised
signatory. Removing a person from Schedule A does not affect Contributions
already Submitted.

## 8. No obligation, no warranty

Yupcha is not obliged to use or include any Contribution. The Corporation
is not expected to provide support for its Contributions. Unless required
by applicable law or agreed in writing, Contributions are provided "AS
IS", without warranties or conditions of any kind, including warranties
of title, non-infringement, merchantability or fitness for a particular
purpose.

## 9. General

This Agreement is governed by the laws of India. The courts with
jurisdiction over Yupcha's registered office have exclusive jurisdiction
over any dispute arising from it.

If any provision of this Agreement is held unenforceable, the rest of it
remains in effect.

## How to sign

Fill in the details below, have an authorised signatory sign, and email a
copy to **legal@yupcha.com**.

```
Corporation name:
Registered address:
Point of contact (name, email):
Authorised signatory (name, title):
Signature:
Date:
```

### Schedule A: Designated Employees

```
Name | Email | GitHub username
```