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CLAC.txt
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CLAC.txt
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EPFL / ETH Zürich / SDSC / Lausanne / CH
Software Grant and Corporate Contributor License Agreement ("Agreement")
The Swiss Data Science Center (SDSC) operates as a “Société Simple” (einfache Gesellschaft) under Swiss law, collaboratively established by EPFL (École Polytechnique Fédérale de Lausanne) and ETH Zürich (Eidgenössische Technische Hochschule Zürich). While EPFL and ETH Zurich contribute equally to the SDSC, the center is administratively housed and managed by EPFL, serving as the Management Office and Leading House.
Thank you for your interest in the Open Digital Twin Platform (ODTP) project managed by the Swiss Data Science Center (SDSC). This Agreement clarifies the intellectual property license granted with Contributions from entities (referred to herein as "the Corporation") to the SDSC. Each contributing Corporation must have a signed Contributor License Agreement (CLA) on file, indicating acceptance of the license terms outlined below.
Purpose of the Agreement:
This Agreement serves to protect both the Contributor and the SDSC, as well as SDSC users. It does not change the Corporation’s rights to use its own Contributions for any other purpose but is necessary for any Contributions to components of the Open Digital Twin Platform (ODTP) project. Under this Agreement, the Corporation is authorized to make Contributions to the SDSC, submit Contributions from its designated employees, and grant SDSC copyright and patent licenses to those Contributions.
Terms of Agreement:
By signing this Agreement, the Corporation accepts and agrees to the following terms and conditions for its present and future Contributions submitted to the SDSC. Except for the license granted herein to the SDSC and recipients of software distributed by the SDSC, the Corporation reserves all right, title, and interest in and to its Contributions. The SDSC commits to not using the Contributions in a way that is contrary to the public benefit or inconsistent with its nonprofit status and bylaws in effect at the time of the Contribution.
Submission Instructions:
Please complete, sign, scan, and email a PDF of this Agreement to contact@datascience.ch. If necessary, send an original signed Agreement to:
Swiss Data Science Center (SDSC),
INN Building, Station 14,
CH-1015 Lausanne,
SWITZERLAND.
Please read this document carefully before signing and retain a copy for your records.
Corporation Information:
Corporation Name: ________________________________________________
Corporation Address: ________________________________________________
Point of Contact: ________________________________________________
Email: ________________________________________________
Telephone: _____________________ Fax: _____________________
EPFL / ETH Zurich / SDSC / Lausanne / CH
Software Grant and Corporate Contributor License Agreement ("Agreement")
1. Definitions.
"You" (or "Your") shall mean the copyright owner or legal entity
authorized by the copyright owner that is making this Agreement
with the SDSC. 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 the SDSC for inclusion in, or
documentation of, any of the products owned or managed by the
SDSC (the "Work"). For the purposes of this definition,
"submitted" means any form of electronic, verbal, or written
communication sent to the SDSC 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, the SDSC 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 the SDSC and to
recipients of software distributed by the SDSC 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 the SDSC and to recipients
of software distributed by the SDSC 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 the SDSC 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 the SDSC 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 the SDSC.
Please sign: __________________________________ Date: _______________
Title: __________________________________
Corporation: __________________________________
Schedule A
[Initial list of designated employees. NB: authorization is not tied to particular Contributions.]
Schedule B
[Identification of optional concurrent software grant. Would be left blank or omitted if there is no concurrent software grant.]