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Contributor's Agreement

VERSION 3  Click to view document history
Created on: Sep 14, 2009 11:24 AM by Mark Hinkle - Last Modified:  Aug 18, 2011 2:14 PM by shuckins

Thank you for your interest in contributing to the Zenoss, Inc. product development community. Zenoss is very interested in receiving your contribution to Zenoss product ("Zenoss Product"). However, in order to participate, we need to confirm how the rights in your contribution ("Your Contribution") will be allocated. Zenoss requests that you assign the copyright in Your Contribution to Zenoss (with a license back to you to use it in any way that you please). Zenoss requires that you have a Contributor Agreement on file prior to using Your Contribution. This Contributor Agreement is to make clear the rights between you and Zenoss. Please read this Contributor Agreement carefully before signing and keep the original for your records. By checking  the "I Accept" button on the Contribution Form you agree to be bound by the terms of this Agreement.

 

In consideration for the potential acceptance of Your Contribution in the Zenoss Product you agree to the following terms and conditions:

 

  1. The term "Your Contributions" means all of your past, present and future contributions of object code, source code and documentation (including all design documentation, user manuals and technical manuals) to Zenoss, however submitted to Zenoss, and whether developed or to be developed by you or on your behalf, excluding any submissions that are conspicuously marked or otherwise designated in writing by You as "Not a Contribution."
  2. You assign all right, title and interest worldwide in copyrights, intellectual property or proprietary rights and related moral rights related to Your Contributions to Zenoss. Without limiting the generality of the foregoing, Zenoss shall have the right to use or not use Your Contributions and to use, sell, register, distribute, license, reproduce, re-use, alter, modify, edit, or change Your Contribution as it sees fit and for any purpose.  Zenoss shall be able to register this assignment. However, at the same time, Zenoss grants to You a non-exclusive, irrevocable, worldwide, royalty free, transferable copyright license to reproduce, prepare derivative works of, distribute (internally and externally, in object code and, if included in Your Contributions, source code form), use, publicly perform and publicly display Your Contributions, with the right to sublicense all of these rights through multiple tiers of sublicensees. The intention of the parties is that this license will be as broad as possible and to provide you with rights as similar as possible to the rights of the owner of the copyright. This license is limited to Your Contributions and does not provide any rights to the Zenoss Products. You also grant to Zenoss a non-exclusive, irrevocable, worldwide, royalty free, transferable license under any patents owned by You now or in the future to make, use, sell, offer for sale and import in Your Contributions, with the right to sublicense all of these rights through multiple tiers of sublicensees.
  3. You represent that: (a) you are legally entitled to assign the rights and grant the license set forth in paragraph 2; (b) as of the date of this Agreement, You own all right, title and interest in and to Your Contributions free and clear of any liens, claims and encumbrances; (c) You are the sole author of Your Contributions, and Your Contributions do not include any third party software or intellectual property; (d) You have not registered Your Contributions with the United States Copyright Office or any foreign copyright office, nor have You registered any similar, derivative or joint version of Your Contributions; (e) no current or former employer or employee, if any, has any right, title, interest or claim in and to Your Contributions; (f) the execution of this Agreement and the consummation of the transactions contemplated hereby does not violate, breach or constitute a default under any agreement to which You are a party, or require the consent, approval, waiver by, or any notice to, any third party; (g) no contractual or other obligations exist which would limit Your ability to assign Your Contributions to Zenoss as provided herein; (h) no claim or dispute has been suggested, threatened, made or filed in connection with Your ownership, use or distribution of any of Your Contributions; and, (i) Your Contributions do not include any encryption technology.
  4. You agree to notify Zenoss of any facts or circumstances of which you become aware that would make Your representations in this Agreement inaccurate in any respect.
  5. You provide Your Contributions AS IS, WITHOUT WARRANTY OF ANY KIND AND DISCLAIM THE WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Similarly, the license back to You of Your Contributions is provided AS IS, WITHOUT WARRANTY OF ANY KIND AND ZENOSS DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
  6. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF YOUR CONTRIBUTION, EVEN IF THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  7. At no time hereafter shall You dispute, contest, or aid or assist others in disputing or contesting, either directly or indirectly, Zenoss’s exclusive right, title, and interest in any and all of Your Contributions, including (but not limited to) any and all copyright and other intellectual property rights therein claimed by Zenoss.  From time to time at Zenoss’s request, You will promptly and without further compensation execute any and all patent, copyright or other intellectual property applications, assignments or any other instruments or other documents that Zenoss deems necessary or appropriate to apply for or obtain registration or other protection for Your Contributions, or to effectuate the full assignment of Your rights in Your Contributions to Zenoss in any country, including (without limitation) Letters of Patent (including renewals, extensions, continuations, divisions, or continuations in part), copyright and trademark registration.  If Zenoss  is unable for any reason to secure Your signature to any document required or appropriate for such purposes, You hereby irrevocably appoint Zenoss and its duly authorized officers and agents as Your agents and attorneys-in-fact to: (a) act for and in Your behalf; (b) execute and file such documents; and (c) do other lawfully permitted acts to further the prosecution with the same legal force and effect as if executed by You. You agree that this designation and appointment constitutes an irrevocable power-of-attorney coupled with an interest. You hereby waive any and all moral rights You may have in any of Your Contributions.
  8. This Contributor Agreement shall be governed by the laws of the State of Maryland and by the laws of the United States. You agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to this Contributor Agreement. In the event of invalidity of any provision of this agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this agreement. This is the entire agreement between you and Zenoss which supersedes any prior agreement, whether written or oral, relating to the subject matter of this agreement and may be amended only by a writing signed by both parties.
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