Perforce Software, Inc., on behalf of itself and its subsidiaries (“Perforce”), appreciates community contributions to code repositories open sourced by Perforce. To ensure that the community is free to use your contributions, Perforce must have a Contributor License Agreement (the “Agreement”) on file that has been signed by each contributor, indicating agreement to the license terms below. The Agreement is for your protection as a contributor as well as for the protection of Perforce, and the third parties who are accessing the code. Please note that signing this Agreement does not change your rights to use your own contributions for any other purpose.
As the party accepting the terms and conditions of this Agreement (“Contributor,” “You” and “Your”) accept and agree to the following terms and conditions for Your present and future Contributions (as such term is defined below in S ection 1) submitted to Perforce. In return, Perforce shall not use Your Contributions in a way that is contrary to the public benefit.
“Contribution” shall mean any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to Perforce for inclusion in, or documentation of, any Projects. For the purposes of this definition, and as used in this Agreement, “submitted” or “submission” means any form of electronic, verbal, or written communication sent to Perforce 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, Perforce for the purpose of discussing and improving the Project, but excluding communication that is conspicuously marked or otherwise designated in writing by You as “Not a Contribution.”
“Project” means any of the projects owned or managed by Perforce in which software, and any related documentation, are offered under a license approved by the Open Source Initiative ( the “OSI”) (xxx.xxxxxxxxxx.xxx).
(a). Grant of Copyright License. Subject to the terms and conditions of this Agreement, You hereby grant to Perforce, and to recipients of software distributed by Perforce, 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 Your Contributions and such derivative works for the Project.
(b). G rant of Patent License. Subject to the terms and conditions of this Agreement, You hereby grant
to Perforce, and to recipients of software distributed by Perforce, 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 Your Contributions in the Project, where such license applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Project to which such Contribution(s) was submitted. If any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that your Contribution, or the Project to which you have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Project shall terminate as of the date such litigation is filed.
Notwithstanding the foregoing, each party reserves all rights not expressly granted in this Agreement. No additional licenses or rights whatsoever (including, without limitation, any implied licenses) are granted by implication, exhaustion, estoppel or otherwise.
3. Your Employer. References to “employer” in this Agreement include Your employer or anyone else for whom You are acting in making Your submission (e.g., as a contractor, vendor, or agent). If Your submission is made in the course of Your work for an employer or Your employer has intellectual property rights in Your submission by contract or applicable law, You must secure written permission from Your employer to make the submission before signing this Agreement. In that case, the term “You” in this Agreement will refer to You and the employer collectively. If
You change employers in the future and desire to submit additional submissions for the new employer, then You agree to sign a new Agreement and secure written permission from the new employer before submitting those submissions.
4. Representations and Warranties. You represent and warrant that: (a) You are legally entitled to grant the licenses in S ections 3(a) and ( b) of this Agreement; (b) each of Your submissions is entirely Your original work (except as You may have disclosed under S ection 6 below); (c) Your Contribution submissions include complete details of any third-party license or other restriction (including, but not limited to, related patents and trademarks) of which you are personally aware and that are associated with any part of Your Contributions; (d) You have secured permission from Your employer to make the submission in cases where Your submission is made in the course of Your work for Your employer or Your employer has intellectual property rights in Your submission by contract or applicable law; (e) If You are signing this Agreement on behalf of Your employer, You have the necessary authority to bind the listed employer to the obligations contained in this Agreement; and (f) You agree to notify Perforce of any facts or circumstances that You become aware that would make the representations and warranties provided in this Agreement inaccurate in any respect.. UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, AND EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN SECTIONS 3, 4, AND 6, THE SUBMISSION PROVIDED UNDER THIS LICENSE AGREEMENT IS PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
5. Information. You agree that Your Contributions to Projects and information about Your Contributions may be maintained indefinitely and disclosed publicly, including Your name and other information that You submit to the Project.
6. Submission of Other’s Original Creations. Should You wish to submit work that is not Your original creation, You may submit it to Perforce separately from any Contribution, identifying the complete details of its source and of any license or other restriction (including, but not limited to, related patents, trademarks, and license agreements) of which you are personally aware, and conspicuously marking the work as “Submitted on behalf of a third-party: [named here]”.
7. General. This Agreement is governed by the laws of the State of Minnesota, without giving effect to any conflict of law principles. Any dispute, claim, or controversy arising out of, connected with, or relating to this Agreement will be submitted to the sole and exclusive jurisdiction of the competent court located in State of Minnesota. 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 Perforce. This Agreement, and any amendments thereto, may be executed in one or more counterparts each of which will be deemed an original, but all of which together will constitute one and the same instrument. The parties may transmit their signatures via scanned PDF, e-signature, or other electronic signature tools with the same effect as if the parties had provided each other with original signatures.
IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement to be effective as of the Effective Date.
PERFORCE SOFTWARE, INC.
Name: Xxxx X. Xxxxxx
Title: Vice President and General Counsel