CONTRIBUTION LICENSE AGREEMENT
This Contribution License Agreement (“Agreement”) is made and entered into as of the date indicated below (the “Effective Date”) by and between Eidos Interactive Corp. (“Company”) and the other party indicated below (“Contributor”).
Purpose. The purpose of this Agreement is to clarify the rights, including the intellectual property rights, on the Contributions made by the Contributor to Company’s Projects.
Definitions.
“Contributions” means code or any original creation made by Contributor for inclusion in the Project and any underlying comments and/or documentation that may be protected by any intellectual property rights.
“Project” means any project and underlying documentation owned or managed by Company which is made public by the Company under an open-source license approved by the Open-Source Initiative or the Creative Commons.
Grant of license. 3.1 Copyright license: Subject to the terms and conditions of this Agreement, Contributor hereby grants to Company and the recipients of software distributed by Company, 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 the Contribution and any derivative works thereof.
3.2 Patent license: Subject to the terms and conditions of this Agreement, Contributor hereby grants to Company and the recipients of software distributed by Company, a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable patent license to make, have made, use, offer to make, have made, offer to sell, sell, import, and otherwise dispose of the Contributions alone or in the Project, where such license applies only to those patent claims licensable by Contributor that are necessarily infringed by the Contribution(s) alone or by combination of the Contribution(s) with the Project to which such Contribution(s) was submitted.
3.3 Applicability: This Agreement applies to any Contribution made by Contributor now or in the future to any Company Project.
Representations and warranties. 4.1 Originality. Contributor represents and warrants that each Contribution is Contributor’s original creation. If any Contribution includes any material that is not Contributor’s original work, the Contribution shall include the complete details of any third-party licenses or restrictions (including but not limited to related patents and/or trademarks).
4.2 Rights and Employer. Contributor represents and warrants it has the full right, power, and authority to enter this Agreement and grant the licenses herein. Contributor specifically represents and warrants that if Contributor’s employer has any rights to the Contributions, it has received permission from its employer to make the Contributions on behalf of its employer or that the employer has waived its rights to the Contributions.
4.3 Support. Contributor is not expected to provide support for its Contribution unless Contributor chooses to do so. UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, AND EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN SECTIONS 4, THE CONTRIBUTION 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.
4.4 Notification. Contributors agree to notify Company of any facts or circumstances of which Contributor may become aware of that would make the representations herein inaccurate in any respect.
Miscellaneous. Contributor agrees that the Contributions and Contributor’s name and any information disclosed herein or within the Contribution may be indefinitely maintained and disclosed to the public. This Agreement shall bind and inure to the benefit of the parties and their successors and assigns. Company may assign the Agreement without Contributor’s prior consent. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Province of Quebec, without reference to conflict of laws principles. Exclusive venue for any such dispute or claim shall be Montreal, Canada. This Agreement contains the entire agreement between the parties with respect to the subject matter herein and supersedes all prior proposals, agreements, and representations thereto. If any term in this Agreement is found to be unenforceable, such term shall be severed from the remaining terms, which shall continue to be enforceable to the fullest extent permitted by law. Any failure to enforce, or delay in enforcing, any provision of this Agreement does not constitute a waiver of that provision or any other provision. This Agreement may not be amended, nor any obligation waived, except by a written document signed by both parties. Digital copies of signatures to this Agreement shall be binding originals. Les parties ont requis que la présente entente soit rédigée en Anglais. The parties requested that this Agreement be drafted in English.