This OpenFL Project Contributor Agreement ("Agreement", "OPCA") is made and entered into by and between the contributor ("Contributor") and the OpenFL Project ("Project"). This is not a copyright assignment agreement.
The purpose of this Agreement is to provide clarity on the intellectual property rights associated with any contributions made by the Contributor to the OpenFL Project and to provide limited legal protections and indemnification for all contributors and managing entities.
Definition of Contribution: For the purposes of this Agreement, "Contribution" shall mean any code, documentation, or other materials that are submitted, posted, or otherwise provided by the Contributor to the Project.
Ownership: The Contributor hereby represents and warrants that they have the right to submit the Contribution to the Project and that the Contribution does not infringe any third-party rights, including but not limited to copyright, patent, trademark, trade secret, or other proprietary rights unless permitted by fair use.
Open-Source License: The Contributor acknowledges and agrees that any Contribution made to the Project shall be made available under the terms of the MIT license. The Contributor further agrees to comply with the terms of such open-source license with respect to their Contribution.
The Contributor represents and warrants that:
They have reviewed and understand the terms of this Agreement. They have the authority to make contributions to the Project and to grant the rights and licenses set forth herein. The Contribution is their original work, and they have the right to grant the licenses herein without violating any third-party rights, except where permitted by fair use. The Contribution complies with all applicable laws, regulations, and Project guidelines.
The Contributor agrees to indemnify, defend, and hold harmless the Project, its maintainers, contributors, and licensors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this Agreement or any third-party claims related to the Contribution.
This Agreement shall be governed by and construed in accordance with domestic and international law, however, any dispute arising out of or in connection with this Agreement shall be resolved exclusively in the courts of the United States of America.
Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.
Amendment: This Agreement may only be amended by a notice posted by the Project in the repository.
Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
By contributing to the OpenFL Project, the Contributor agrees to be bound by the terms of this Agreement.
(The proposed agreement is not yet binding and is submitted to the repository for the purposes of proposal. The validity of, enforcment and terms in this agreement are subject to change.)