# Corporate Contributor License Agreement This Corporate Contributor License Agreement (the "Agreement") is entered into between [COMPANY NAME] (the "Company") and the maintainers of [PROJECT NAME] (the "Project"). By signing, the Company accepts the terms below for every Contribution made to the Project by any Designated Employee, until the Company revokes this Agreement in writing to [CONTACT EMAIL]. ## 1. Definitions "Company" means the corporate entity named above and any entity that controls, is controlled by, or is under common control with that entity. "Control" means direct or indirect ownership of fifty percent (50%) or more of the voting equity, or the power to direct the entity's management and policies. "Contribution" means any original work of authorship, including modifications or additions to existing work, that a Designated Employee intentionally submits to the Project for inclusion in or documentation of the Project. Submission includes any electronic delivery, such as pull requests, patches, issues containing code, or messages on Project channels marked as a contribution. "Designated Employees" means the employees, contractors, and other personnel of the Company whose Contributions are covered by this Agreement, identified through Schedule A. "Project Maintainers" means the persons or entities responsible for accepting Contributions into the Project. ## 2. Copyright License Grant The Company grants the Project Maintainers and recipients of software distributed by the Project 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 Contributions made by Designated Employees and any derivative works thereof, in source or object form, as part of the Project or any work that incorporates the Project. ## 3. Patent License Grant The Company grants the Project Maintainers and recipients of software distributed by the Project a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer Contributions made by Designated Employees. This license applies only to those patent claims, owned or controlled by the Company, that are necessarily infringed by such Contributions alone or by combination of those Contributions with the Project to which they were submitted. If any party files patent litigation alleging that a Contribution or the Project constitutes direct or contributory patent infringement, any patent licenses granted to that party under this Agreement for that Contribution terminate as of the date the litigation is filed. ## 4. Designation of Employees (Schedule A) The Company designates contributors covered by this Agreement through Schedule A using one or both of the following: 1. An email pattern allowlist, matching any individual whose verified Project account email matches a listed pattern. 2. A username allowlist, matching any individual whose verified Project account username appears on the list. A Designated Employee is covered by this Agreement only while listed on Schedule A. How additions and removals work: - Authority. Only a person authorized by the Company to bind it on this matter (typically the original signatory, their successor in title, or another officer of the Company) may amend Schedule A. The Company is responsible for ensuring that the person submitting an amendment holds that authority. - Procedure. Amendments are sent in writing to the Project Maintainers at [CONTACT EMAIL]. An amendment takes effect when the Project Maintainers acknowledge receipt of the updated Schedule A. - Departure of an employee. If a Designated Employee leaves the Company or otherwise ceases to act on the Company's behalf, the Company will remove that person from Schedule A using the procedure above. Contributions made by that person while listed on Schedule A remain covered by this Agreement. Contributions made by that person after removal are not covered by this Agreement, and any further contributions from that person require separate coverage under an individual Contributor License Agreement (or another agreement acceptable to the Project). - No implicit per-employee CLA. A Designated Employee is not required to also sign an individual CLA for Contributions covered by this Agreement, unless the Project separately requires it. ## 5. Representations and Warranties The Company represents and warrants that: 1. It has the legal authority to enter into this Agreement and to grant the licenses described above. 2. Each Designated Employee is authorized to make Contributions on behalf of the Company in the course of their work for the Company. 3. The Company has obtained any internal approvals required to make this Agreement enforceable against it. 4. To the best of the Company's knowledge, each Contribution made by a Designated Employee is the original work of that Designated Employee or is otherwise lawfully submittable under this Agreement, and any third-party material incorporated into a Contribution (including code copied from another project, AI-generated material trained on licensed inputs, or any other work in which a third party retains rights) is identified at the time of submission, with its source and license, in the pull request description, commit message, or another channel the Project Maintainers can verify. ## 6. Disclaimer of Warranty The Company provides Contributions on an "AS IS" basis, without warranties or conditions of any kind, express or implied, including any warranties of title, non-infringement, merchantability, or fitness for a particular purpose. The Company is not required to provide support for any Contribution, except to the extent the Company chooses to do so. ## 7. Notification The Company will notify the Project Maintainers in writing at [CONTACT EMAIL] of any facts or circumstances of which it becomes aware that would make any representation in this Agreement materially inaccurate, including the departure of a Designated Employee or a change in their authority to contribute on the Company's behalf. ## 8. Governing Law This Agreement is governed by the laws of [GOVERNING JURISDICTION], without reference to its conflict-of-laws principles. Any dispute arising out of or relating to this Agreement will be resolved in the courts of [GOVERNING JURISDICTION]. ## 9. Entire Agreement This Agreement, together with Schedule A, is the entire agreement between the Company and the Project Maintainers regarding Contributions by Designated Employees and supersedes any prior understandings on the subject. ## Signing Identity (Corporate Signatory) By signing below, the corporate signatory represents that they have authority to bind the Company under applicable law. - Company legal name: [COMPANY NAME] - Signatory full legal name: ____________________________ - Signatory title: ____________________________ - Signatory email: ____________________________ - Date signed: ____________________________ - Signature: ____________________________ ## Schedule A: Designated Employees Email pattern allowlist (one pattern per line; wildcard `*` permitted in the local part or before a domain segment): ``` *@[COMPANY DOMAIN] ``` Username allowlist (one Project account username per line): ``` [USERNAME 1] [USERNAME 2] ``` The Company will keep this Schedule current using the procedure in Section 4.