Corporate CLA

Corporate CLA

Climate Pty Ltd (for the Shared SDS Foundation yet to be incorporated)

Corporate Contributor License Agreement

Adapted from: http://www.apache.org/licenses/cla-corporate.txt

Thank you for your interest in the Shared SDS Foundation (the
"Foundation"). In order to clarify the intellectual property license
granted with Contributions from any person or entity, the Foundation
must have a Contributor License Agreement ("CLA") on file that has
been signed by each Contributor, indicating agreement to the license
terms below. This license is for your protection as a Contributor as
well as the protection of the Foundation and its users; it does not
change your rights to use your own Contributions for any other purpose.

This version of the Agreement allows an entity (the "Corporation") to
submit Contributions to the Foundation, to authorize Contributions
submitted by its designated employees to the Foundation, and to grant
copyright and patent licenses thereto.

If you have not already done so, please complete and sign, then scan
and email a pdf file of this Agreement to secretary@climate.com.au.
If necessary, send an original signed Agreement to:

SharedSDS Foundation, c/o Climate Pty Ltd, PO Box 308, Mt Eliza, Vic 3930, Australia.

Please read this document carefully before signing and keep a copy
for your records.

Corporation name:___________________________________________________
Corporation Address:___________________________________________________
___________________________________________________
___________________________________________________
Point of contact:___________________________________________________
E-Mail:___________________________________________________
Telephone:________________________ Fax: ______________________

You accept and agree to the following terms and conditions for Your
present and future Contributions submitted to the Foundation. In
return, the Foundation shall not use Your Contributions in a way that
is contrary to the public benefit or inconsistent with its articles
of association and stated objectives and aims as generally displayed
on its public website in effect at the time of the Contribution.
Except for the license granted herein to the Foundation and recipients
of software distributed by the Foundation, You reserve all right,
title, and interest in and to Your Contributions.

  1. Definitions.

    "You" (or "Your") shall mean the copyright owner or legal entity
    authorized by the copyright owner that is making this Agreement
    with the Foundation. For legal entities, the entity making a
    Contribution and all other entities that control, are controlled
    by, or are under common control with that entity are considered to
    be a single Contributor. For the purposes of this definition,
    "control" means (i) the power, direct or indirect, to cause the
    direction or management of such entity, whether by contract or
    otherwise, or (ii) ownership of fifty percent (50%) or more of the
    outstanding shares, or (iii) beneficial ownership of such entity.

    "Contribution" shall mean the code, documentation or other original
    works of authorship expressly identified in Schedule B, as well as
    any original work of authorship, including any modifications or
    additions to an existing work, that is intentionally submitted by
    You to the Foundation for inclusion in, or documentation of, any of
    the products owned or managed by the Foundation (the "Work"). For
    the purposes of this definition, "submitted" means any form of
    electronic, verbal, or written communication sent to the Foundation
    or its representatives, 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
    Foundation for the purpose of discussing and improving the Work,
    but excluding communication that is conspicuously marked or
    otherwise designated in writing by You as "Not a Contribution."

  2. Grant of Copyright License. Subject to the terms and conditions of
    this Agreement, You hereby grant to the Foundation and to
    recipients of software distributed by the Foundation 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 Your
    Contributions and such derivative works.
  3. Grant of Patent License. Subject to the terms and conditions of
    this Agreement, You hereby grant to the Foundation and to
    recipients of software distributed by the Foundation a perpetual,
    worldwide, non-exclusive, no-charge, royalty-free, irrevocable
    (except as stated in this section) patent license to make, have
    made, use, offer to sell, sell, import, and otherwise transfer the
    Work, where such license applies only to those patent claims
    licensable by You that are necessarily infringed by Your
    Contribution(s) alone or by combination of Your Contribution(s)
    with the Work to which such Contribution(s) was submitted. If any
    entity institutes patent litigation against You or any other entity
    (including a cross-claim or counterclaim in a lawsuit) alleging
    that your Contribution, or the Work 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.
  4. You represent that You are legally entitled to grant the above
    license. You represent further that each employee of the
    Corporation designated on Schedule A below (or in a subsequent
    written modification to that Schedule) is authorized to submit
    Contributions on behalf of the Corporation.
  5. You represent that each of Your Contributions is Your original
    creation (see section 7 for submissions on behalf of others).
  6. You are not expected to provide support for Your Contributions,
    except to the extent You desire to provide support. You may provide
    support for free, for a fee, or not at all. Unless required by applicable
    law or agreed to in writing, You provide Your Contributions on an
    "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF
    ANY KIND, either express or implied, including, without limitation,
    any warranties or conditions of TITLE, NON-INFRINGEMENT,
    MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.

  7. Should You wish to submit work that is not Your original creation,
    You may submit it to the Foundation separately from any
    Contribution, identifying the complete details of its source and of
    any license or other restriction (including, but not limited to,
    related patents, trademarks, and license agreements) of which you
    are personally aware, and conspicuously marking the work as
    "Submitted on behalf of a third-party: [named here]".

  8. It is your responsibility to notify the Foundation when any change
    is required to the list of designated employees authorized to submit
    Contributions on behalf of the Corporation, or to the Corporation's
    Point of Contact with the Foundation.

Please sign:_______________________________ Date: _______________
Title:___________________________________________________
Corporation:___________________________________________________

Schedule A

[Initial list of designated employees. NB: authorization is not tied
to particular Contributions.]

Schedule B

[Identification of optional concurrent software grant. Would be
left blank or omitted if there is no concurrent software grant.]