MLJAR, Inc.
Individual Contributor License Agreement (“Agreement”)

Thank you for your interest in the open-source projects managed by MLJAR, Inc. (“MLJAR”). In order to clarify the intellectual property license granted with Contributions from any person or entity, MLJAR must have a Contributor License Agreement (“CLA”) on file that has been signed by each Contributor, indicating an agreement to the license terms below. This license is for your protection as a Contributor as well as the protection of MLJAR and its users; it does not change your rights to use your own Contributions for any other purpose. If you have not already done so, please complete and sign this 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 MLJAR. 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 any original work of authorship, including any modifications or additions to an existing work, that is or has been intentionally submitted by You to MLJAR for inclusion in, or documentation of, any of the products owned or managed by MLJAR (the “Work”). For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to MLJAR 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, MLJAR 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 Rights.

Subject to the terms and conditions of this Agreement, You hereby assign to MLJAR joint ownership, and to the extent, such assignment is or becomes invalid, ineffective or unenforceable, You hereby grant to MLJAR and to recipients of software distributed, sold or otherwise transferred by MLJAR a perpetual, worldwide, non-exclusive, no-charge, royalty-free, transferable, sublicensable, irrevocable, unrestricted copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions and such derivative works. You agree that You will not assert any moral rights in Your Contributions against MLJAR, its licensees, or transferees. You additionally agree that MLJAR has no duty to consult with, obtain the consent of, pay, or render an accounting to you for any use or distribution of Your Contributions.

3. Grant of Patent License.

Subject to the terms and conditions of this Agreement, You hereby grant to MLJAR and to recipients of software distributed, sold or otherwise transferred by MLJAR a perpetual, worldwide, non-exclusive, no-charge, royalty-free, transferable, sublicensable, 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 a combination of Your Contribution(s) with the Work to which such Contribution(s) was 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 a 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.

If your employer(s) has rights to intellectual property that you create that includes your Contributions, you represent that you have received the express written permission to make Contributions on behalf of that employer in accordance with the terms of this Agreement, that your employer has expressly and unambiguously waived such rights for your Contributions to MLJAR in writing, or that your employer has executed a separate Corporate CLA with MLJAR.

5. You represent that each of Your Contributions is Your original creation and You can legally grant the rights set forth in this Agreement.  

You represent that Your Contribution submissions include complete details of any third-party license or other restriction (including, but not limited to, related patents and trademarks) of which you are personally aware and which are associated with any part of Your Contributions. You represent that none of Your Contributions infringe, violate, or misappropriate any third party intellectual property or other proprietary rights.

6. You agree to notify MLJAR of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.

7. This agreement will be governed by and construed under the laws of the State of [Delaware], without giving effect to conflict of law provisions. The parties consent to venue and the exclusive jurisdiction of the State and federal courts located in [Newark, DE]. If any provision or part of a provision in this Agreement is held to be illegal, invalid or unenforceable by a court or other decision making authority of competent jurisdiction, then the remainder of the provision will be enforced so as to effect the intention of the parties and the validity and enforceability of all other provisions in this Agreement will not be affected or impaired.  This Agreement constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understanding and agreements, written and oral, regarding such subject matter. No failure or delay of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights. The parties acknowledge that they are dealing with each other as independent contractors and this Agreement shall not be construed as creating or constituting an employee-employer relationship, a partnership, joint venture, franchise or an agency between You and MLJAR.

You accept and agree to the following terms and conditions all Contributions that You may have previously submitted to MLJAR, as well as Your present and future Contributions submitted to MLJAR. In return, MLJAR shall consider Your Contributions for inclusion (or continued inclusion) in the official MLJAR open source project for which they were submitted.  Except for the license granted herein to MLJAR and recipients of software distributed by MLJAR, You reserve all right, title, and interest in and to Your Contributions.