Zimbra Contributor Agreement, Version 3.0
Thank you for your interest in the Zimbra open source project (the “Project”). In order to clarify the intellectual property license granted with Contributions (as defined below) from any person or entity, Zimbra, Inc. (“Zimbra’) must have a Contributor License Agreement on file that has been signed by each Contributor, indicating agreement to the license terms below. This license is for your protection as a Contributor as well as the protection of Zimbra, the Project, and the Project’s 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, then scan and email a pdf file of this Agreement to email@example.com. Alternatively, you may send it by mail to Zimbra at:
3000 Internet Blvd, Suite 200
Frisco, Texas 75034
Attention: Legal Dept.
Please read this document carefully before signing and keep a copy for your records.
This Contributor Agreement (the “Agreement”) effective as of the last signature below by and between Zimbra, Inc. ("Zimbra" or “we”/”us”/”our”), a Texas corporation, at 3000 Internet Blvd., Suite 200, Frisco, Texas 75034 and ___________________________________________________ (“Contributor”), either:
□ an individual with an address at _________________________________________________________________________________,
□ a _______________________________________________________________________ corporation, with a place of business at _________________________________________________________________________________.
- “Contributor” or “you”/”your” is the individual or any individual on behalf of the legal entity as specified above who Submits a Contribution to the Project.
- “Contribution” is any original work (including a patch, tool, specification, documentation, sample or other material),including modifications or additions made to an existing work, whether in source or object code, which you Submit to the Project and originates from you.
- “Submit” or “Submitted” means any form of electronic, verbal, or written communication sent to Zimbra 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, Zimbra for the purpose of discussing and improving the Project, excluding any submissions that are conspicuously marked or otherwise designated in writing by You as "Not a Contribution."
- With respect to any worldwide copyrights, copyright applications and registrations in your Contribution, you irrevocably assign to us joint copyright ownership. If by law, some or all of the rights provided above cannot be assigned to us, you provide to us an irrevocable, perpetual, non-exclusive, royalty-free, unlimited, worldwide, and unconditional license to use and otherwise exploit, commercialize or transfer interest in the Contribution in any manner, including the ability to license and sublicense through multiple levels of sublicensees.
- You agree that: (a) each party can do all things in relation to your Contribution as if each were the sole owner of it. If either party makes a derivative work (or has it made) based on the Contribution, the party that makes the derivative work will be the sole owner of that derivative work; (b) you will not assert any moral rights you may have in the Contribution against Zimbra, its licensees or transferees; (c) we may register a copyright in the Contribution and exercise all ownership rights associated with it; and, (d) neither party has a duty to consult with, obtain consent of, or pay or render accounting to the other for any use or distribution of the Contribution.
- You grant us an irrevocable, perpetual, non-exclusive, royalty-free, unlimited, worldwide, and unconditional patent license to any rights required to make, have made, use, offer to sell, sell, import, prepare derivative works, and otherwise exploit, including the ability to license and sublicense through multiple levels of sublicensees, commercialize or transfer interest in the Contribution. Such patent license applies only to those patent claims that are necessarily infringed by the Contribution or by the combination of the Contribution with a Zimbra product. Except as provided above, you keep all right, title and interest in your Contribution. The rights you grant to us are effective on the date you first Submitted a Contribution, even if the submission took place before the date you sign this Agreement.
- You represent that: (a) each Contribution is your original work and you are legally entitled to grant the assignment and license(s) set forth in Section 2 above; (b) entering into this Agreement and submitting a Contribution to the best of your knowledge does not violate any third party intellectual property right, and does not violate, breach or constitute a default under any other agreement to which you are a party; (c) all applicable third parties (including, but not limited to an employer, employee, partnership, or joint venture) have waived all rights in or is otherwise not entitled to the intellectual property rights for your Contribution(s); (d) no government license or permission is required for the export, import, transfer or use of the Contribution; and, (e) no claim or dispute has been alleged, threatened, made or filed in connection with the ownership, use or distribution of the Contribution.
- You agree that: (a) should you become aware of any circumstances that would make the representations in Sections 3-5 inaccurate or untrue, you will promptly notify the Project at firstname.lastname@example.org; and, (b) at no time will you dispute, contest, aid or assist others in disputing or contesting, directly, or indirectly, our right, title, and interest in any and all Contribution(s) or derivative works thereof.
- You are not obligated to provide support to us for your Contributions and any support you wish to provide is entirely at your discretion. EXCEPT AS SET FORTH IN SECTIONS 3 - 5, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND TO THE OTHER WITH RESPECT TO THE CONTRIBUTIONS OR IN CONNECTION WITH THIS AGREEMENT. You may not assign or delegate this Agreement to any third party without Zimbra’s prior written consent. This Agreement will be governed by the laws of the State of Delaware without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Dallas County, Texas. BOTH PARTIES WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. This Agreement may not be amended except in a written document signed by both parties. Any waiver of the provisions of this Agreement must be in writing to be effective. If any provision of this Agreement is found to be invalid or unenforceable, the remaining terms will continue to be valid and enforceable to the fullest extent permitted by law.