Infinit.e corporate contributor license agreement

IKANOW, Inc.

Corporate  Contributor License Agreement ("Agreement")

In order to clarify the intellectual property license granted with Contributions from any person or entity, IKANOW, Inc. (”IKANOW”) must have a Contributor License Agreement (“CLA” or “Agreement”) on file that has been signed by each Contributor (as defined below), indicating agreement to the license terms below. This license is for the protection of Contributors as well as the protection of IKANOW and its users; it does not change the Contributor’s rights to use its own Contributions for any other purpose. This version of the CLA allows an entity (the "Company") to submit Contributions to IKANOW, to authorize Contributions submitted by its employees to IKANOW, and to grant IKANOW copyright and patent licenses to such Contributions. If Company has not already done so, please complete, sign, scan and submit a PDF copy of the signed Agreement to support@ikanow.com. The original signed Agreement should be sent to:

IKANOW, Inc.

12740 Darby Brooke Court

Woodbridge, VA 22192

Attention: Open Source Technology Group

Please read this document carefully before signing and keep a copy for Company’s records.

Company Name: _____________________________________________________________________________

Company Mailing Address:          _______________________________________________________________

___________________________________________________________________________________________

Country: ___________________________________________________________________________________

Contact Person: _____________________________________________________________________________

Telephone: _________________________________________________________________________________

Fax: _______________________________________________________________________________________

E-Mail: _____________________________________________________________________________________

In consideration of the opportunity to participate in the community of IKANOW contributors, Company accepts and agrees to the following terms and conditions for Company’s present and future Contributions submitted to IKANOW. Except for the license granted herein to IKANOW and recipients of software distributed by IKANOW, Company reserve all right, title, and interest in and to Company’s Contributions.

1. Definitions. “Company" shall mean the legal entity that is making this Agreement with IKANOW. All other entities that control, are controlled by, or are under common control with Company 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 any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by Company to IKANOW for inclusion in, or documentation of, any of the projects owned or managed by IKANOW (the "Project"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to IKANOW 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, IKANOW for the purpose of discussing and improving the Project, but excluding communication that is conspicuously marked or otherwise designated in writing by Company as "Not a Contribution."

2. Grant of Copyright License. Subject to the terms and conditions of this Agreement, Company hereby grants to IKANOW and to recipients of software distributed by IKANOW 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 Company’s Contributions and such derivative works.

3. Grant of Patent License. Subject to the terms and conditions of this Agreement, Company hereby grants to IKANOW and to recipients of software distributed by IKANOW a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section), sub-licensable patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Project, where such license applies only to those patent claims licensable by Company that are necessarily infringed by Company’s Contribution(s) alone or by combination of Company’s Contribution(s) with the Project to which such Contribution(s) was submitted. If any entity institutes patent litigation against Company or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that Company’s Contribution, or the Project to which Company has contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Project shall terminate as of the date such litigation is filed.

4. Company represents that Company is legally entitled to grant the above license. If Company’s employee(s) has rights to intellectual property that that is included in Company’s Contributions, Company represents that Company has received permission to make Contributions on behalf of such employee(s), that such employee(s) has waived such rights for such Contributions to IKANOW, or that such employee(s) has executed a separate CLA with IKANOW.

5. Company represents that each of Company’s Contributions is Company’s or its employees’ original creation (see section 7 for submissions on behalf of others).  Company represents that Company’s Contribution submissions include complete details of any third-party license or other restriction (including, but not limited to, related patents and trademarks) of which Company is aware and which is associated with any part of Company’s Contributions.

6. Company is not expected to provide support for Company’s Contributions, except to the extent Company desires to provide support. Company may provide support for free, for a fee, or not at all. Unless required by applicable law or agreed to in writing, Company provides Company’s 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 Company wish to submit work that is not Company’s original creation, Company may submit it to IKANOW 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 Company is aware, and conspicuously marking the work as "Submitted on behalf of a third-party: [named here]".

8. Company agrees to notify IKANOW of any facts or circumstances of which it becomes aware that would make these representations inaccurate in any respect.

9. The person executing this CLA below on behalf of Company represents that she/he has the authority to sign on behalf of, and bind Company to the terms and conditions of, this CLA.

By:           ______________________________              

Name:   ________________________________

Title:      ________________________________

Date:     ________________________________