Movable Type Open Source Project
Contributor Assignment and License Agreement
v1.0
Thank you for your interest in contributing to the Movable Typer Open Source Project (the "MTOS Project").
The MTOS Project is led by Six Apart Ltd. ("Six Apart"). The goal of the MTOS Project is to develop a best-of-breed open source enterprise blogging platform through the collaborative efforts of Six Apart and the open source developer community. Contributor's contribution to the MTOS Project is an important part of that process.
This Contributor Assignment and License Agreement ("Agreement") describes in detail the intellectual property rights that you transfer, and the intellectual property rights that you retain, when you contribute to the MTOS Project. THIS AGREEMENT IS A BINDING LEGAL CONTRACT, SO PLEASE READ IT CAREFULLY BEFORE SUBMITTING ANY MTOS PROJECT CONTRIBUTIONS TO SIX APART.
1. Definitions.
1.1 "Contribution" means any original work, including any modifications or additions to an existing work, in any medium that originates with the Copyright Owner and is Submitted for inclusion in the MTOS Project.
1.2 "Contributor" means the Copyright Owner or a person or entity authorized to act on the Copyright Owner's behalf. If the Copyright Owner is a company, corporation, partnership or any other form of organization, whether commercial, educational or nonprofit, then "Contributor" for the purposes of this Agreement includes that company, corporation, partnership or other form of organization and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares or (iii) beneficial ownership of such entity.
1.3 "Copyright Owner" means the author or authors of a work in any medium. The authors of a joint work are co-owners of copyright in the work.
1.4 "Submit" means to communicate a work to Six Apart or its representatives by any form of electronic, verbal, visual, written or other communication, including but not limited to communication through electronic mailing lists, source code control systems and issue tracking systems that are managed by or on behalf of Six Apart for the purpose of discussing or improving the MTOS Project, but excluding any communication that is conspicuously marked "Not a Contribution to the MTOS Project".
2. Acceptance and Application of Agreement; Subsequent Execution of Written Copy.
2.1 Submitting a Contribution constitutes Contributor's binding acceptance of all of the terms and conditions of this Agreement as of the date of the Contribution. This Agreement applies to all Contributions and to all Contributors.
2.2 Six Apart reserves the right to request Contributor to execute this Agreement in written form at any time and Contributor will do so upon reasonable advance written request by Six Apart. Such written form of this Agreement will be deemed to be one and the same as this Agreement, effective as of the date of the Contribution.
3. Assignment and License to Six Apart.
3.1 Contributor hereby irrevocably assigns, transfers and conveys to Six Apart all right, title and interest in and to the Contribution. Such assignment includes all copyrights, copyright applications, copyright registrations and all other intellectual property or proprietary rights other than patents relating to the Contribution, together with all causes of actions accrued in Contributor's favor for infringement thereof, recognized in any jurisdiction, whether or not perfected (collectively, "Proprietary Rights"). Without limiting the foregoing, Six Apart will have the right to use or not use the Contribution and to use, sell, register, distribute, license, reproduce, re-use, alter, modify, edit, change or otherwise commercialize the Contribution as it sees fit, in any manner now known or in the future discovered, and for any purpose. To the extent that under any applicable mandatory law, Proprietary Rights cannot be assigned, Contributor irrevocably agrees to grant, and hereby does grant, to Six Apart an exclusive, perpetual, irrevocable, unlimited, worldwide, fully paid and unconditional license to use and commercialize the Proprietary Rights in any manner now known or in the future discovered. To the extent such license grant is not fully valid, effective or enforceable under mandatory law, Contributor irrevocably agrees to grant, and hereby does grant, to Six Apart such rights as Six Apart reasonably requests in order to acquire a legal position as close as possible to full and exclusive legal ownership.
3.2 Contributor hereby grants to Six Apart and to and to any and all individuals and entities which obtain, access, use or distribute any Six Apart product a perpetual, non-exclusive, worldwide, fully paid-up, royalty free, irrevocable (except as set forth below with respect to litigation) license to any patent rights to make, have made, use, offer to sell, sell, import and otherwise exploit or transfer the Contribution or prepare derivative works thereof, where such license applies only to those patent claims licensable by Contributor that are necessarily infringed by the Contribution alone or by combination of the Contribution with other work of the MTOS Project. The patent license granted hereby will immediately terminate with respect to any party that institutes patent litigation against Contributor or Six Apart (including a cross-claim or counterclaim in a lawsuit) alleging that the Contribution, or the MTOS Project work to which Contributor has contributed, constitutes direct or contributory patent infringement.
3.3 Upon making the assignment and grants set forth in Sections 3.1 and 3.2, Contributor will receive from Six Apart a non-exclusive, worldwide, fully paid-up, royalty-free, irrevocable license to make, have made, use, reproduce, distribute, sub-license, modify and prepare derivative works based on the Contribution.
3.4 In case that under mandatory law Contributor retains any moral rights or other inalienable rights to Contribution, Contributor agrees not to exercise such rights without providing prior written notice to Six Apart and then only in accordance with any reasonable instructions that Six Apart issues in the interest of protecting its rights and the rights of its users and customers.
3.5 Contributor will render reasonable assistance and cooperation to Six Apart's perfection and enforcement of its rights hereunder and provide Six Apart with reasonable access to information for recording, perfecting, securing, defending and enforcing its rights. Contributor also irrevocably authorizes Six Apart to act and sign on its behalf and take any necessary steps in order to perfect Six Apart's rights under this Agreement.
4. Contributor Representations and Warranties.
Contributor represents and warrants that:
4.1 Contributor has full right, power and authority to enter into and fully perform its obligations under this Agreement.
4.2 The execution, delivery and performance of the terms and conditions of this Agreement do not conflict with any other agreement to which Contributor is a party or by which it is bound and does not violate any applicable laws, rules and regulations, including but not limited to the export control laws of the United States of America and the U.S. Bureau of Industry and Security regulations, as amended.
4.3 If Contributor is an individual and an employee and if Contributor's employer(s) have any rights to intellectual property included in the Contribution, such employer(s) previously (i) granted Contributor permission to make the Contribution, (ii) waived such rights with regard to the Contributions or (iii) entered into a separate Contributor License Agreement with Six Apart.
4.4 The Contribution is Contributor's original creation or includes a full, conspicuous disclosure and complete details of any third-party rights, licenses or other restrictions (including, but not limited to, copyrights, patents and trademarks) which are associated with any part of the Contribution.
4.5 To the best of Contributor's knowledge, no government license or permission is required for the export, import, transfer or use of the Contribution.
4.6 No claim or dispute has been alleged, threatened, made or filed in connection with the ownership, use or distribution of the Contribution.
4.7 Contributor will promptly notify Six Apart of any facts or circumstances of which Contributor becomes aware that would make any of the representations or warranties in this Section 4 inaccurate or untrue in any respect.
5. Disclaimer of Warranties.
EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.
6. No Obligation of Acceptance or Compensation.
6.1 Six Apart is under no obligation to accept any Contribution or to include any Contribution in any MTOS Project software or documentation.
6.2 Six Apart is under no obligation to make any compensation to any Contributor for any Contribution.
7. Dispute Resolution.
All disputes between the parties arising from or concerning in any manner the subject matter of this Agreement will be resolved through binding arbitration by a single arbitrator pursuant to the American Arbitration Association's rules applicable to commercial disputes. The arbitration will be held in San Francisco, California.
8. General.
8.1 This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles. This Agreement will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act, even if that law is adopted in California. If Contributor is outside of the United States, the parties agree that rights and obligations of the parties under this Agreement will not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods.
8.2 If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect.
8.3 Failure by a party to enforce any term of this Agreement will not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the parties.
8.4 The parties are independent contractors. Neither party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other.
8.5 Neither party will be liable for any failure or delay in its performance under this Agreement, except the making of payments, due to causes, including, but not limited to, an act of God, act of civil or military authority, fire, epidemic, flood, earthquake, strikes, riot, war, sabotage, failure of suppliers and governmental action, which are beyond its reasonable control.
8.6 The section titles and numbering of this Agreement are displayed for convenience and have no legal effect.
8.7 This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
