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Open Networking Foundation

Institutional Contributor License Agreement ("Agreement")

Thank you for your interest in the Open Networking Foundation (“ONF”). In order to clarify the intellectual property license granted with Contributions from any person or entity, ONF 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 ONF 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 "Institution") to submit Contributions to ONF, to authorize Contributions submitted by its designated employees to ONF, and to grant copyright and patent licenses thereto.

You accept and agree to the following terms and conditions for Your Contributions submitted to ONF. Except for the license granted herein to ONF and recipients of software distributed by ONF, You reserve all right, title, and interest in and to Your Contributions.

  1. Definitions. "You" (or "Your") shall mean the Institution that is making this Agreement with ONF, which must be the copyright owner of the Contribution(s) or be authorized by the copyright owner to make the Contribution(s) under this Agreement. The Institution and all other entities that control, are controlled by, or are under common control with the Institution 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, use cases, or other works of authorship, including any modifications or additions to an existing work, that are intentionally submitted by You to ONF for inclusion in, or documentation of, any of the open source software projects established, owned, or managed by ONF (the "Work"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to ONF 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, ONF 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 ONF and to recipients of software distributed by ONF 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 ONF and to recipients of software distributed by ONF 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) were 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. Right to Grant Licenses. You represent that You are legally entitled to grant the above licenses. You represent further that each employee or other representative of the Institution designated on Schedule A attached hereto (as it may be modified from time to time) is authorized to submit Contributions on behalf of the Institution. You further represent that the Primary Contact and Alternate Contact (if any) designated above, or such successor Primary Contact or Alternate Contact that You designate via written notice to ONF, each have the power and authority to modify Schedule A by providing written notice of such modification to ONF. Notice of any change to Your Primary Contact, Alternate Contact, or Schedule A may be provided via e-mail message by Your then-current Primary Contact or Alternate Contact, and does not need to be in the form of a signed amendment to this Agreement to be binding upon the parties.

  5. Original Creation. You represent that each of Your Contributions is Your original creation (see section 7 for submissions on behalf of others).

  6. Support; Warranty Disclaimer. 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. Contributions That Are Not Your Original Creation. Should You wish to submit work that is not Your original creation, You may submit it to ONF 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. Required Notifications. It is Your responsibility to notify ONF when any change is required to the list of designated employees authorized to submit Contributions on behalf of the Institution, or to the Institution's Primary Contact or Alternate Contact.

  9. This Agreement Supersedes Prior Agreements. If You have previously entered into an Institutional Contributor License Agreement with ONF related to any one or more open source software projects established, owned, or managed by ONF, this Agreement shall supersede and replace all such prior agreements.