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CLA
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Contribution License Agreement
This Contribution License Agreement (“Agreement”) is agreed to by the party
signing below (“You”), and conveys certain license rights to NVIDIA Corporation
and its affiliates (“NVIDIA”) for Your contributions to NVIDIA open source
projects. This Agreement is effective as of the latest signature date below.
1. Definitions.
“Code” means the computer software code, whether in human-readable or
machine-executable form, that is delivered by You to NVIDIA under this
Agreement.
“Project” means any of the projects owned or managed by NVIDIA 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 Submission.”
“Submission” means the Code and any other copyrightable material Submitted
by You, including any associated comments and documentation.
2. Your Submission. You must agree to the terms of this Agreement before
making a Submission to any Project. This Agreement covers any and all
Submissions that You, now or in the future (except as described in Section
4 below), Submit to any Project.
3. Originality of Work. You represent that each of Your Submissions 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
Submission, include the phrase “Submission 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 Submissions.
4. Your Employer. References to “employer” in this Agreement include Your
employer or anyone else for whom You are acting in making Your Submission,
e.g. as a contractor, vendor, or agent. If Your Submission is made in the
course of Your work for an employer or Your employer has intellectual
property rights in Your Submission by contract or applicable law, You must
secure permission from Your employer to make the Submission 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 Submissions for the new employer,
then You agree to sign a new Agreement and secure permission from the
new employer before Submitting those Submissions.
5. Licenses.
a. Copyright License. You grant NVIDIA, and those who receive the Submission
directly or indirectly from NVIDIA, a perpetual, worldwide, non-exclusive,
royalty-free, irrevocable license in the Submission to reproduce, prepare
derivative works of, publicly display, publicly perform, and distribute the
Submission and such derivative works, and to sublicense any or all of the
foregoing rights to third parties.
b. Patent License. You grant NVIDIA, and those who receive the Submission
directly or indirectly from NVIDIA, a perpetual, worldwide, non-exclusive,
royalty-free, irrevocable license under Your patent claims that are
necessarily infringed by the Submission or the combination of the Submission
with the Project to which it was Submitted to make, have made, use, offer to
sell, sell and import or otherwise dispose of the Submission alone or with
the Project.
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.
6. Representations and Warranties. You represent that You are legally
entitled to grant the above licenses. You represent that each of Your
Submissions 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 Submission in cases where Your Submission
is made in the course of Your work for Your employer or Your employer has
intellectual property rights in Your Submission 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 Submission, 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
SUBMISSION 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.
7. Notice to NVIDIA. You agree to notify NVIDIA 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.
8. Information about Submissions. 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 Submission.
9. Governing Law/Jurisdiction. Claims arising under this Agreement shall
be governed by the laws of Delaware, excluding its principles of conflict
of laws and the United Nations Convention on Contracts for the Sale of
Goods. The state and/or federal courts residing in Santa Clara County,
California shall have exclusive jurisdiction over any dispute or claim
arising out of this Agreement. You may not export the Software in
violation of applicable export laws and regulations.
10. 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
NVIDIA.
Please 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 Submissions to NVIDIA.
___ I have sole ownership of intellectual property rights to my Submissions
and I am not making Submissions in the course of work for my employer.
Name (“You”): _________________________________________
Signature: _________________________________________
Date: _________________________________________
GitHub Login: _________________________________________
Email: _________________________________________
Address: _________________________________________
___ I am making Submissions in the course of work for my employer (or my
employer has intellectual property rights in my Submissions by contract or
applicable law). I have permission from my employer to make Submissions 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: _________________________________________