This Contribution License Agreement (“Agreement”) is agreed to by the party signing below (“You”), and conveys certain license rights to the State Farm Mutual Automobile Insurance Company for your contributions to State Farm open source projects. This Agreement is effective as of the latest signature date below.
- Definitions.
“Code” means the computer software code, whether in human-readable or machine-executable form, that is delivered by You to State Farm under this Agreement.
“Contribution” means the Code and any other copyrightable material Submitted by You, including any associated comments and documentation.
“Project” means any of the projects owned or managed by State Farm in which software is offered under a license approved by the Open Source Initiative (OSI) (www.opensource.org) and documentation offered under an OSI or a Creative Commons license (https://creativecommons.org/licenses).
“Submit” is the act of uploading, submitting, transmitting, or distributing code or other content to any Project, 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, the Project for the purpose of discussing and improving that Project, but excluding communication that is conspicuously marked or otherwise designated in writing by You as “Not a Contribution.”
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Your Contribution. You must agree to the terms of this Agreement before making a Contribution to any Project. This Agreement covers any and all Contributions that You, now or in the future (except as described in Section 4 below), Submit to any Project.
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Originality of Work. You represent that each of Your Contributions is entirely Your original work. Should You wish to Submit materials that are not Your original work, You may Submit them separately to the Project if You (a) retain all copyright and license information that was in the materials as You received them, (b) in the description accompanying Your Contribution, include the phrase “Contribution containing materials of a third party:” followed by the names of the third party and any licenses or other restrictions of which You are aware, and (c) follow any other instructions in the Project’s written guidelines concerning Contributions.
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Your Employer. References to “employer” in this Agreement include Your employer or anyone else for whom You are acting in making Your Contribution, e.g. as a contractor, vendor, or agent. If Your Contribution is made in the course of Your work for an employer or Your employer has intellectual property rights in Your Contribution by contract or applicable law, You must secure permission from Your employer to make the Contribution 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 Contributions for the new employer, then You agree to sign a new Agreement and secure permission from the new employer before Submitting those Contributions.
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Licenses.
a. Copyright License. You hereby grant State Farm, and those who receive the Contribution directly or indirectly from State Farm, a perpetual, worldwide, non-exclusive, royalty-free, irrevocable copyright license in the Contribution to reproduce, prepare derivative works of, publicly display, publicly perform, and distribute the Contribution and such derivative works, and to sublicense any or all of the foregoing rights to third parties.
b. Patent License. You hereby grant State Farm, and those who receive the Contribution directly or indirectly from State Farm, a perpetual, worldwide, non-exclusive, royalty-free, irrevocable patent license under Your patent claims that are necessarily infringed by the Contribution or the combination of the Contribution with the Project to which it was Submitted to make, have made, use, offer to sell, sell and import or otherwise transfer the Contribution alone or with the Project. If any person 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 Work shall terminate as of the date such litigation is filed.
c. Other Rights Reserved. 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.
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Representations and Warranties. You represent that You are legally entitled to grant the above licenses. You represent that each of Your Contributions is entirely Your original work (except as You may have disclosed under Section 3). You represent that You have secured permission from Your employer to make the Contribution in cases where Your Contribution is made in the course of Your work for Your employer or Your employer has intellectual property rights in Your Contribution by contract or applicable law. If You are signing this Agreement on behalf of Your employer, You represent and warrant that You have the necessary authority to bind the listed employer to the obligations contained in this Agreement. You are not expected to provide support for Your Contribution, unless You choose to do so. UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, AND EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN SECTIONS 3, 4, AND 6, THE CONTRIBUTION PROVIDED UNDER THIS AGREEMENT IS PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
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Notice to State Farm. You agree to notify State Farm in writing of any facts or circumstances of which You later become aware that would make Your representations in this Agreement inaccurate in any respect.
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Information about Contributions. You agree that Contributions to Projects and information about Contributions may be maintained indefinitely and disclosed publicly, including Your name and other information that You submit with Your Contribution.
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Governing Law/Jurisdiction. This Agreement is governed by the laws of the State of Illinois, and the parties consent to exclusive jurisdiction and venue in the state or federal courts located in the State of Illinois. The parties waive all defenses of lack of personal jurisdiction and forum non-conveniens.
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Entire Agreement/Assignment. 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 State Farm.
Select one of the options below and sign as indicated. By signing, You accept and agree to the terms of this Contribution License Agreement for Your present and future Contributions to State Farm.
___ I have sole ownership of intellectual property rights to my Contributions and I am not making Contributions in the course of work for my employer.
Name (“You”): _________________________________________
Signature: _________________________________________
Date: _________________________________________
GitHub Login: _________________________________________
Email: _________________________________________
Address: _________________________________________
___ I am making Contributions in the course of work for my employer (or my employer has intellectual property rights in my Contributions by contract or applicable law). I have permission from my employer to make Contributions and enter into this Agreement on behalf of my employer. By signing below, the defined term “You” includes me and my employer.
Company Name: _________________________________________
Signature: _________________________________________
By: _________________________________________
Title: _________________________________________
Date: _________________________________________
GitHub Login: _________________________________________
Email: _________________________________________
Address: _________________________________________