ANNEX A - CONTRIBUTOR LICENSE AGREEMENT

DRAFT

Thank you for your interest in contributing to products owned or managed by the OpenWIS Association AISBL.

In order to clarify the intellectual property license granted with Contributions from any person or entity, the OpenWIS Association AISBL must have a Contributor License Agreement (“CLA”) 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 the OpenWIS Association AISBL and users of its products; it does not change your rights to use your own Contributions for any other purpose.

Contributions shall be made by submitting a Pull Request to the relevant project repository within GitHub. Information on using Pull Requests can be found in the GitHub help pages. When you have created your Pull Request, please contact the OpenWIS Community Manager via This email address is being protected from spambots. You need JavaScript enabled to view it. to request a CLA form. Once your CLA has been sucessfully processed, your Pull Request will be considered.

The OpenWIS Association AISBL will use and process your details collected for the purposes of contribution to products owned or managed by the OpenWIS Association AISBL. Your details will be processed in accordance with European Data Protection Law. Personal data processed by the OpenWIS Association AISBL will not be disclosed to third parties for marketing purposes, but may be disclosed to members of the OpenWIS Association AISBL for the purposes of managing your contributions.

Your GitHub profile name may be published on a public website. This will permit Developers of a product to ascertain that you have signed this agreement.

Please contact the OpenWIS Community Manager via This email address is being protected from spambots. You need JavaScript enabled to view it. to request that your GitHub name to be removed from the website if you no longer wish to contribute to products owned or managed by the OpenWIS Association AISBL.

You accept and agree to the following terms and conditions for Your present and future Contributions submitted to the OpenWIS Association AISBL. In return, the OpenWIS Association AISBL shall not use Your Contributions in a way that is contrary to the interests of users of the products. Except for the license granted herein to the OpenWIS Association AISBL and recipients of software distributed by the OpenWIS Association AISBL, You reserve all right, title, and interest in and to Your Contributions.

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 OpenWIS Association AISBL. 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 intentionally submitted by You to the OpenWIS Association AISBL for inclusion in, or documentation of, any of the products owned or managed by the OpenWIS Association AISBL (the “Work”). For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to the OpenWIS Association AISBL or its representatives or members, 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 OpenWIS Association 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”.

“OpenWIS Association AISBL” shall mean the OpenWIS Association Association Internationale Sans But Lucratif, a not-for-profit association established under the laws of the Kingdom of Belgium with its registered office at Ringlaan 3, Avenue Circulaire, B-1180, Brussels, Belgium.

“Parties” shall mean The OpenWIS Association AISBL and You.

“Working Day” shall mean a day other than a Saturday, Sunday or public holiday in Belgium when banks in Brussels are open for business.

“Data” shall have the same meaning as set out in the Belgian law on the protection of privacy in relation to the processing of personal data (Wet tot bescherming van de persoonlijke levenssfeer ten opzichte van de verwerking van persoonsgegevens / Loi relative à la protection de la vie privée à l’égard des traitements de données à caractère personnel).

Subject to the terms and conditions of this Agreement, You hereby grant to the OpenWIS Association AISBL and to recipients of software distributed by the OpenWIS Association AISBL a perpetual, worldwide, non-exclusive, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions and such derivative works under the terms of the license specified for the OpenWIS® Project to which a Contribution is submitted. Details of the license specified for each OpenWIS® Project shall be located in the LICENSE file of the project’s repository within the OpenWIS GitHub organization. As stated in Rule 9.1 of the Internal Rules of the OpenWIS Association AISBL, the license chosen for an OpenWIS® Project shall be one of the open source licenses from the list maintained by the Open Source Initiative (OSI) at: https://opensource.org/licenses/.

You agree and acknowledge that the OpenWIS Association AISBL and its licensees may sublicense and distribute your Contributions under any subsequent version of the GPL approved by the Free Software Foundation. Furthermore, You agree that, by approval of the OpenWIS Steering Committee, an OpenWIS® Project may change the license from time to time to an alternative open source license from the list maintained by the OSI in order to suit the evolution of the project.

3. Intellectual property infringement

If any third party makes any claim against You or any other entity, alleging that your Contribution, or the Work to which you have contributed, infringes the intellectual property rights of that third party, then You shall inform the OpenWIS Association AISBL within five (5) Working Days of such claim in order for the OpenWIS Association AISBL to take all appropriate action it deems necessary in relation to the claim.

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 permission to make Contributions on behalf of that employer, or that your employer has waived such rights for your Contributions to the OpenWIS Association AISBL.

5. Contribution of Your creation(s)

You represent that each of Your Contributions is Your original creation and that you have not assigned or otherwise given up your interest in the Contribution to any third party (see Clause 6 for submissions on behalf of others). You represent that Your Contribution submissions include complete details of any third-party licence 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.

6. Contribution of creation(s) on behalf of a third-party

Should You wish to submit work that is not Your original creation, You may submit it to the OpenWIS Association AISBL 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: Third Party Name ____”.

When appropriate, details of source, license, other restrictions and the identification that the submission is provided on behalf of a named third-party may be included within the Pull Request associated with the submission of work that is not Your original creation.

7. Notification

You agree to notify the OpenWIS Association AISBL of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect. You further agree to fully indemnify, and keep indemnified, the OpenWIS Association AISBL against any losses suffered as a result of any fraudulent or negligent misrepresentation made by you under Clauses 4, 5 or 6.

8. Dispute resolution

The Parties shall attempt in good faith to negotiate a settlement to any dispute arising between them out of or in connection with this Agreement within 30 Working Days of the dispute arising.

If the dispute cannot be resolved, then the Parties shall attempt to settle it by mediation in accordance with the Belgian Centre for Arbitration and Mediation (“EPANI”) Model Mediation Procedure from time-to-time in force.

To initiate the mediation a party to the Agreement must give notice in writing (the “ADR Notice”) to the other party requesting mediation in accordance with this clause.

9. Mediation

The mediation is to take place not later than 30 Working Days after the ADR Notice. If there is any issue on the conduct of the mediation upon which the Parties cannot agree within 14 Working Days of the ADR Notice, then EPANI shall, at the request of either party, decide the issue for the Parties, having consulted with them.

Unless otherwise agreed, all negotiations connected with the dispute and any settlement shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings.

If the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by both You and the OpenWIS Association AISBL.

If the Parties fail to reach agreement within 60 Working Days of the initiation of the mediation, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts.

Nothing in this Agreement affects the right of You or the OpenWIS Association AISBL to apply to the court for urgent interim equitable relief (including, but not limited to, an injunction).

10. Policies and procedures

Any person or organization wishing to Contribute to an OpenWIS® Project shall abide by the Internal RulesTechnical Rules and Code of Conduct of the OpenWIS Association AISBL and the policies and procedures defined by the OpenWIS Steering Committee.

11. General

  1. For the purposes of clarity: this Agreement constitutes a contract for the grant of a license and not a contract of employment.
  2. No waiver by either party of any of its rights under this Agreement shall release the other party from full performance of its other obligations stated herein.
  3. Nothing in this Agreement shall be deemed to constitute, evidence, or comprise a partnership between the Parties or to constitute either party the agent of the other.
  4. Neither party may assign its rights under this Agreement in whole or in part to any person, firm or company without the prior written agreement of the other party.
  5. No amendment, waiver, or variation, of this Agreement, whether in whole or in part, shall be binding on the Parties unless set out in writing and signed by or on behalf of the Parties by their duly authorized representatives.
  6. If any provision of this Agreement is held by a competent authority to be illegal, invalid, or unenforceable, whether in whole or in part, the validity of the remainder of the relevant provision and the remaining provisions shall not be affected or prejudiced.
  7. Each party shall, at its own cost and expense, from time to time do or procure the execution of all documents as may be reasonably necessary in order to give effect to the provisions of this Agreement.
  8. The Parties to this Agreement do not intend that any of its terms will be enforceable by any person not a party to it.
  9. This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Belgium.