Software Grant and Corporate Contributor License Agreement ("Agreement")
Thank you for your interest in Cloudera, Inc. ("Cloudera").
In order to clarify the intellectual property license
granted with Contributions from any person or entity, Cloudera
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 Cloudera 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 Cloudera, to authorize Contributions
submitted by its designated employees to Cloudera, and to grant
copyright and patent licenses thereto.
If you have not already done so, please complete and send an original
signed Agreement to Cloudera, Inc., 210 Portage Ave, Palo Alto, CA
94306, U.S.A. If necessary, you may send it by
facsimile to Cloudera at 1-888-789-1488. Please read this
document carefully before signing and keep a copy for your records.
Corporation name: ________________________________________________
Corporation address: ________________________________________________
Point of Contact: ________________________________________________
Telephone: _____________________ Fax: _____________________
You accept and agree to the following terms and conditions for Your
present and future Contributions submitted to Cloudera. Except
for the license granted herein to Cloudera and recipients of
software distributed by Cloudera, You reserve all right, title,
and interest in and to Your Contributions.
"You" (or "Your") shall mean the copyright owner or legal entity
authorized by the copyright owner that is making this Agreement
with Cloudera. 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 Cloudera for inclusion in, or
documentation of, any of the products owned or managed by
Cloudera (the "Work"). For the purposes of this definition,
"submitted" means any form of electronic, verbal, or written
communication sent to Cloudera 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, Cloudera 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 Cloudera and to
recipients of software distributed by Cloudera 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 Cloudera and to recipients
of software distributed by Cloudera 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. 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 Cloudera 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 Cloudera 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 Cloudera.
Please sign: __________________________________ Date: _______________
[Initial list of designated employees. NB: authorization is not
tied to particular Contributions.]
[Identification of optional concurrent software grant. Would be
left blank or omitted if there is no concurrent software grant.]