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CLA-CORPORATE.md

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# 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.