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# Contributor Agreement
## Individual Contributor exclusive License Agreement (including the Patent Pledge option)
Thank you for your interest in contributing to Agile Toolkit ("We" or "Us").
The purpose of this contributor agreement ("Agreement") is to clarify and document the rights granted
by contributors to Us. To make this document effective, please follow the instructions at
http://agiletoolkit.org/contribute.
### 1. DEFINITIONS
**"You"** means the Individual Copyright owner who submits a Contribution to Us. If You are an employee and
submit the Contribution as part of your employment, You have had Your employer approve this Agreement or sign
the Entity version of this document.
**"Contribution"** means any original work of authorship (software and/or documentation) including any
modifications or additions to an existing work, Submitted by You to Us, in which You own the Copyright.
If You do not own the Copyright in the entire work of authorship, please contact Us at
info@agiletoolkit.org.
**"Copyright"** means all rights protecting works of authorship owned or controlled by You, including
copyright, moral and neighboring rights, as appropriate, for the full term of their existence including
any extensions by You.
**"Material"** means the software or documentation made available by Us to third parties. When this
Agreement covers more than one software project, the Material means the software or documentation to
which the Contribution was Submitted. After You Submit the Contribution, it may be included in the Material.
**"Submit"** means any form of physical, electronic, or written communication sent to Us, including but
not limited to electronic mailing lists, source code control systems, and issue tracking systems that
are managed by, or on behalf of, Us, but excluding communication that is conspicuously marked or otherwise
designated in writing by You as "Not a Contribution."
**"Submission Date"** means the date You Submit a Contribution to Us.
**"Documentation"** means any non-software portion of a Contribution.
### 2. LICENSE GRANT
2.1 Copyright License to Us
Subject to the terms and conditions of this Agreement, You hereby grant to Us a worldwide, royalty-free,
exclusive, perpetual and irrevocable license, with the right to transfer an unlimited number of non-exclusive
licenses or to grant sublicenses to third parties, under the Copyright covering the Contribution to use
the Contribution by all means, including, but not limited to:
* to publish the Contribution,
* to modify the Contribution, to prepare derivative works based upon or containing the Contribution and to combine the Contribution with other software code,
* to reproduce the Contribution in original or modified form,
* to distribute, to make the Contribution available to the public, display and publicly perform the Contribution in original or modified form.
2.2 Moral Rights remain unaffected to the extent they are recognized and not waivable by applicable law.
Notwithstanding, You may add your name in the header of the source code files of Your Contribution and We will respect this attribution when using Your Contribution.
2.3 Copyright License back to You
Upon such grant of rights to Us, We immediately grant to You a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license, with the right to transfer an unlimited number of non-exclusive licenses or to grant sublicenses to third parties, under the Copyright covering the Contribution to use the Contribution by all means, including, but not limited to:
* to publish the Contribution,
* to modify the Contribution, to prepare derivative works based upon or containing the Contribution and to combine the Contribution with other software code,
* to reproduce the Contribution in original or modified form,
* to distribute, to make the Contribution available to the public, display and publicly perform the Contribution in original or modified form.
This license back is limited to the Contribution and does not provide any rights to the Material.
### 3. PATENTS
3.1 Pledge of Identified Patents
Whereas You are aware of certain of Your own patents, which You desire to identify and disclose as the following patents and patent applications ("Pledged Patents"):
Number or Application Number
Country
You hereby pledge to all developers, distributors and users of the Contribution or the Material to which this Agreement applies ("Pledge Recipient") that You and your Affiliates will not bring a lawsuit or other legal proceeding against a Pledge Recipient for patent infringement under any Pledged Patents based on the Pledge Recipient's making, having made, using, selling, offering for sale, importing or otherwise transferring the Contribution or the Material. You will require any person or entity to whom You sell or transfer any of the Pledged Patents to agree, in writing, to abide by the pledge and to place a similar requirement on any subsequent transferees to do the same.
3.2 Revocation of Patent Pledge
You reserve the right to revoke the patent pledge stated in section 3.1, as if it never existed with regard to any Pledge Recipient, who files a lawsuit or other legal proceedings for patent infringement or who has a direct financial interest in such a lawsuit or other legal proceedings against You or your Affiliates.
### 4. License Obligations by US
We agree to license the Contribution only under the terms of the license or licenses that We are using on the Submission Date for the Material (including any rights to adopt any future version of a license).
### 5. DISCLAIMER
THE CONTRIBUTION IS PROVIDED "AS IS". MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED BY YOU TO US AND BY US TO YOU. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.
### 6. Consequential Damage Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU OR US BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
### 7. Approximation of Disclaimer and Damage Waiver
IF THE DISCLAIMER AND DAMAGE WAIVER MENTIONED IN SECTION <span id="i-tmp-digit-waiver-2">5</span> AND SECTION <span id="i-tmp-digit-approx-waiver-2">6</span> CANNOT BE GIVEN LEGAL EFFECT UNDER APPLICABLE LOCAL LAW, REVIEWING COURTS SHALL APPLY LOCAL LAW THAT MOST CLOSELY APPROXIMATES AN ABSOLUTE WAIVER OF ALL CIVIL LIABILITY IN CONNECTION WITH THE CONTRIBUTION.
### 8. Term
8.1 This Agreement shall come into effect upon Your acceptance of the terms and conditions.
8.2 You shall have the right to terminate the Agreement in written form if We do not fulfill the obligations as set forth in Section 4.
8.3 In the event of a termination of this Agreement Sections <span id="i-tmp-digit-term-special">5, 6, 7, 8 and 9</span> shall survive such termination and shall remain in full force thereafter. For the avoidance of doubt, Contributions that are already licensed under a free and open source license at the date of the termination shall remain in full force after the termination of this Agreement.
### 9. Miscellaneous
9.1 This Agreement and all disputes, claims, actions, suits or other proceedings arising out of this agreement or relating in any way to it shall be governed by the laws of <span id="i-tmp-project-jurisdiction">UK</span> excluding its private international law provisions.
9.2 This Agreement sets out the entire agreement between You and Us for Your Contributions to Us and overrides all other agreements or understandings.
9.3 If any provision of this Agreement is found void and unenforceable, such provision will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision and that is enforceable. The terms and conditions set forth in this Agreement shall apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy to the maximum extent possible under law.
9.4 You agree to notify Us of any facts or circumstances of which you become aware that would make this Agreement inaccurate in any respect.
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