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Corporate Contributor License Agreement - Joseph Spiros, 07/06/2011 05:49 PM

 
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                           iThink Software
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     Corporate Contributor License Agreement ("Agreement") v1.0
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Thank you for your interest in iThink Software. In order to clarify
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the intellectual property license granted with Contributions from
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any person or entity, iThink Software must have a Contributor
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License Agreement ("CLA") on file that has been signed by each
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Contributor, indicating agreement to the license terms below. This
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license is for your protection as a Contributor as well as the
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protection of iThink Software and its users; it does not change
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your rights to use your own Contributions for any other purpose.
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This version of the Agreement allows an entity (the "Corporation")
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to submit Contributions to iThink Software, to authorize Contributions 
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submitted by its designated employees to iThink Software, and to grant 
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copyright and patent licenses thereto.
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If you have not already done so, please complete and sign, then scan
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and email a pdf file of this Agreement to contact@ithinksw.com.
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Alternatively, you may send an original signed Agreement to
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iThink Software, 261 West Lorain Street, Oberlin, OH 44074, U.S.A.
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Please read this document carefully before signing and
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keep a copy for your records.
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  Corporation name:    ______________________________________________
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  Corporation address: ______________________________________________
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                       ______________________________________________
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                       ______________________________________________
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  Point of Contact:    ______________________________________________
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         E-Mail:       ______________________________________________
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         Telephone:    ____________________ Fax: ____________________
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You accept and agree to the following terms and conditions for Your
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present and future Contributions submitted to iThink Software. Except
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for the license granted herein to iThink Software and recipients of
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software distributed by iThink Software, You reserve all right,
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title, and interest in and to Your Contributions.
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1. Definitions.
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   "You" (or "Your") shall mean the copyright owner or legal entity
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   authorized by the copyright owner that is making this Agreement
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   with iThink Software. For legal entities, the entity making a
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   Contribution and all other entities that control, are controlled
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   by, or are under common control with that entity are considered to
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   be a single Contributor. For the purposes of this definition,
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   "control" means (i) the power, direct or indirect, to cause the
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   direction or management of such entity, whether by contract or
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   otherwise, or (ii) ownership of fifty percent (50%) or more of the
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   outstanding shares, or (iii) beneficial ownership of such entity.
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   "Contribution" shall mean any original work of authorship,
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   including any modifications or additions to an existing work, that
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   is intentionally submitted by You to iThink Software for inclusion
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   in, or documentation of, any of the products owned or managed by
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   iThink Software (the "Work"). For the purposes of this definition,
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   "submitted" means any form of electronic, verbal, or written
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   communication sent to iThink Software or its representatives,
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   including but not limited to communication on electronic mailing
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   lists, source code control systems, and issue tracking systems that
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   are managed by, or on behalf of, iThink Software for the purpose of
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   discussing and improving the Work, but excluding communication that
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   is conspicuously marked or otherwise designated in writing by You
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   as "Not a Contribution."
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2. Grant of Copyright License. Subject to the terms and conditions of
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   this Agreement, You hereby grant to iThink Software and to
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   recipients of software distributed by iThink Software a perpetual,
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   worldwide, non-exclusive, no-charge, royalty-free, irrevocable
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   copyright license to reproduce, prepare derivative works of,
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   publicly display, publicly perform, sublicense, and distribute Your
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   Contributions and such derivative works.
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3. Grant of Patent License. Subject to the terms and conditions of
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   this Agreement, You hereby grant to iThink Software and to
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   recipients of software distributed by iThink Software a perpetual,
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   worldwide, non-exclusive, no-charge, royalty-free, irrevocable
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   (except as stated in this section) patent license to make, have
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   made, use, offer to sell, sell, import, and otherwise transfer the
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   Work, where such license applies only to those patent claims
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   licensable by You that are necessarily infringed by Your
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   Contribution(s) alone or by combination of Your Contribution(s)
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   with the Work to which such Contribution(s) were submitted. If any
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   entity institutes patent litigation against You or any other entity
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   (including a cross-claim or counterclaim in a lawsuit) alleging
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   that your Contribution, or the Work to which you have contributed,
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   constitutes direct or contributory patent infringement, then any
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   patent licenses granted to that entity under this Agreement for
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   that Contribution or Work shall terminate as of the date such
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   litigation is filed.
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4. You represent that You are legally entitled to grant the above
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   license. You represent further that each employee of the
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   Corporation designated on Schedule A below (or in a subsequent
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   written modification to that Schedule) is authorized to submit
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   Contributions on behalf of the Corporation.
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5. You represent that each of Your Contributions is Your original
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   creation (see section 7 for submissions on behalf of others).
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6. You are not expected to provide support for Your Contributions,
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   except to the extent You desire to provide support. You may provide
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   support for free, for a fee, or not at all. Unless required by
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   applicable law or agreed to in writing, You provide Your
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   Contributions on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS
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   OF ANY KIND, either express or implied, including, without
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   limitation, any warranties or conditions of TITLE, NON-
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   INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.
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7. Should You wish to submit work that is not Your original creation,
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   You may submit it to iThink Software separately from any
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   Contribution, identifying the complete details of its source and of
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   any license or other restriction (including, but not limited to,
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   related patents, trademarks, and license agreements) of which you
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   are personally aware, and conspicuously marking the work as
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   "Submitted on behalf of a third-party: [named here]".
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8. It is your responsibility to notify iThink Software when any change
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   is required to the list of designated employees authorized to submit
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   Contributions on behalf of the Corporation, or to the Corporation's
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   Point of Contact with iThink Software.
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Please sign: __________________________________ Date: _______________
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Title:       __________________________________
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Corporation: __________________________________
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Schedule A
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   [Initial list of designated employees.]
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