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corporation.html
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<!doctype html>
<title>Noms Corporate Contributor Agreement</title>
<link href='https://fonts.googleapis.com/css?family=Source+Sans+Pro:200' rel='stylesheet' type='text/css'>
<link rel='stylesheet' href='styles.css'>
<h1>Noms Corporate Contributor Agreement</h1>
<p>Thank you for your interest in the Noms open source project being administered by Attic Labs, LLC.
<p>Like many open source projects, we need a contributor agreement from you before we can accept your changes. You only need to fill out this agreement once.
<p>In brief, by submitting your code to Noms, you are granting us copyright of that work. You are also certifying that you wrote it, and that you are allowed to license it to us. In return, we grant you a license back to that code to use it for any purpose.
<p>Contributor Agreements are important because they define the chain of ownership of a piece of software. Some companies won't allow the use of free software without clear agreements around code ownership. That's why many open source projects collect similar agreements from contributors.
<p>Please read this document carefully before signing and keep a copy for your records. If you have questions about these terms, or if you cannot submit an electronic copy, please contact us at [email protected].
<h2>The Agreement</h2>
<p>You accept and agree to the following terms and conditions for Your present and future Contributions submitted to Attic Labs.
<h3>1. Definitions.</h3>
<p><b>"You"</b> (or <b>"Your"</b>) shall mean the copyright owner or legal entity authorized by the copyright owner that is making this Agreement with Attic Labs. 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, <b>"control"</b> 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.
<p><b>"Contribution"</b> shall mean the code, documentation or any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to Attic Labs for inclusion in, or documentation of, any of the products owned or managed by Attic Labs (the <b>"Work"</b>). For the purposes of this definition, <b>"submitted"</b> means any form of electronic, verbal, or written communication sent to Attic Labs 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, Attic Labs 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."
<h3>2. Copyright Assignment, License, and Waiver</h3>
<h4>2.1 Assignment of Rights; Backup License; Waiver</h4>
<p>By submitting a Contribution for inclusion in the Work, You hereby assign to Attic Labs all right, title, and interest in and to your copyright rights in the Contribution and hereby waive and irrevocably quitclaim to Attic Labs or its designee any and all claims of any nature whatsoever that You now have or may hereafter have for infringement of such Contribution. To the extent that You cannot assign such rights, You hereby grant to Attic Labs a perpetual, irrevocable, fully paid-up, royalty-free, transferable, sublicensable, worldwide, non-exclusive right and license to use, reproduce, distribute, display and perform (whether publicly or otherwise), prepare derivative works of and otherwise modify, make, import and otherwise use and exploit (and have others exercise such rights on behalf of Company) all or any portion of the Contribution and any derivative work created based on Your Contribution. If Your license grant is ineffective for any reason, You hereby irrevocably waive and covenant not to assert any claim You may have against Attic Labs, its successors or assigns, or any of its direct or indirect licensees or customers, arising out of its or their use, reproduction, distribution, display and performance (whether publicly or otherwise), preparation of derivative works of and other modification, manufacture, importation and other use and exploitation of Your Contribution. You also agree that Attic Labs may publicly use Your name and the name of Your organization on whose behalf You are entering into this Agreement in connection with publicizing the Work.
<h4>2.2 Grantback License</h4>
<p>Attic Labs hereby grants to You a perpetual, worldwide, transferable, nonexclusive, no-charge, royalty-free, irrevocable, and sublicensable license to use, reproduce, distribute, display and perform (whether publicly or otherwise), prepare derivative works of and otherwise modify, make, import and otherwise use and exploit Your Contribution and any derivative works You create based upon your Contribution.
<h3>3. Patent License</h3>
<p>You hereby grant to Attic Labs and to recipients of software distributed by Attic Labs 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) 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 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.
<h3>4. Your Representations and Warranties</h3>
<p>You represent that: (a) You are legally entitled to grant the above license; (b) each employee of the Corporation designated by You is authorized to submit Contributions on behalf of the Corporation; (c) each of Your Contributions is Your original creation (see Section 6 for submissions on behalf of others); (d) Your Contribution does not, to Your knowledge, infringe or otherwise violate any third-party’s intellectual property or other proprietary right; and (e) You are not aware of any claims, suits, or actions pertaining to Your Contribution.
<h3>5. Disclaimer of Other Warranties</h3>
<p>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.
<h3>6. Third-Party Contributions</h3>
<p>Should You wish to submit work that is not Your original creation, You may submit it to Attic Labs 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]".
<h3>7. Notification Obligation</h3>
<p>It is your responsibility to notify Attic Labs 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 Attic Labs.
<h3>8. Miscellaneous</h3>
<p>This Agreement is governed by the laws of the State of California (except for its conflicts of laws rules). This Agreement does not create any partnership, agency relationship, or joint venture between the parties. Attic Labs may assign this Agreement without restriction. If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to effect the parties’ intentions and the remaining provisions will not be affected. The parties may amend this Agreement only in a written amendment signed by both parties. This Agreement comprises the parties’ entire agreement relating to the subject matter hereof.
<h2> Sign Electronically</h2>
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