248 lines
9.5 KiB
Plaintext
248 lines
9.5 KiB
Plaintext
==================================================
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Mayan EDMS Entity Contributor Assignment Agreement
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==================================================
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Thank you for your interest in contributing to Mayan EDMS ("We" or "Us").
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This contributor agreement ("Agreement") documents the rights granted by
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contributors to Us. To make this document effective, please print it, sign it
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(by copyright holder or authorized party) and send it to Us by email to
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caa@mayan-edms.com. This is a legally binding document, so please read it
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carefully before agreeing to it. The Agreement may cover more than one
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software project managed by Us.
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1. Definitions
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==============
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"You" means any Legal Entity on behalf of whom a Contribution has been received
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by Us. "Legal Entity" means an entity which is not a natural person.
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"Affiliates" means other Legal Entities that control, are controlled by, or
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under common control with that Legal Entity. For the purposes of this
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definition, "control" means (i) the power, direct or indirect, to cause the
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direction or management of such Legal Entity, whether by contract or otherwise,
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(ii) ownership of fifty percent (50%) or more of the outstanding shares or
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securities which vote to elect the management or other persons who direct such
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Legal Entity or (iii) beneficial ownership of such entity.
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"Contribution" means any work of authorship that is Submitted by You to Us in
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which You own or assert ownership of the Copyright. We cannot accept
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contributions for which you do not own the Copyright or for which you don't
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have the necessary legal power to transfer.
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"Copyright" means all rights protecting works of authorship owned or controlled
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by You or Your Affiliates, including copyright, moral and neighboring rights,
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as appropriate, for the full term of their existence including any extensions
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by You.
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"Material" means the work of authorship which is made available by Us to third
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parties. When this Agreement covers more than one software project, the
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Material means the work of authorship to which the Contribution was Submitted.
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After You Submit the Contribution, it may be included in the Material.
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"Submit" means any form of electronic, verbal, or written communication sent
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to Us or our representatives, including but not limited to electronic mailing
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lists, source code control systems, and issue tracking systems that are managed
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by, or on behalf of, Us for the purpose of discussing and improving the
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Material, but excluding communication that is conspicuously marked or otherwise
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designated in writing by You as "Not a Contribution."
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"Submission Date" means the date on which You Submit a Contribution to Us.
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"Effective Date" means the date You execute this Agreement or the date You
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first Submit a Contribution to Us, whichever is earlier.
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2. Grant of Rights
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==================
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2.1 Copyright Assignment
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------------------------
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a. At the time the Contribution is Submitted, You assign to Us all right, title,
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and interest worldwide in all Copyright covering the Contribution; provided
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that this transfer is conditioned upon compliance with Section 2.3.
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b. To the extent that any of the rights in Section 2.1(a) cannot be assigned by
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You to Us, You grant to Us a perpetual, worldwide, exclusive, royalty-free,
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transferable, irrevocable license under such non-assigned rights, with rights
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to sublicense through multiple tiers of sublicensees, to practice such
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non-assigned rights, including, but not limited to, the right to reproduce,
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modify, display, perform and distribute the Contribution; provided that this
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license is conditioned upon compliance with Section 2.3.
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c. To the extent that any of the rights in Section 2.1(a) can neither be
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assigned nor licensed by You to Us, You irrevocably waive and agree never to
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assert such rights against Us, any of our successors in interest, or any of
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our licensees, either direct or indirect; provided that this agreement not
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to assert is conditioned upon compliance with Section 2.3.
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d. Upon such transfer of rights to Us, the Contribution will be licenses under
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the terms of the Material.
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2.2 Patent License
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------------------
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For patent claims including, without limitation, method, process, and apparatus
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claims which You or Your Affiliates own, control or have the right to grant,
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now or in the future, You grant to Us a perpetual, worldwide, non-exclusive,
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transferable, royalty-free, irrevocable patent license, with the right to
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sublicense these rights to multiple tiers of sublicensees, to make, have made,
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use, sell, offer for sale, import and otherwise transfer the Contribution and
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the Contribution in combination with the Material (and portions of such
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combination). This license is granted only to the extent that the exercise of
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the licensed rights infringes such patent claims; and provided that this license
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is conditioned upon compliance with Section 2.3.
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2.3 Outbound License
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--------------------
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As a condition on the grant of rights in Sections 2.1 and 2.2, We agree to
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license the Contribution only under the terms of the license or licenses which
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We are using on the Submission Date for the Material (including any rights to
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adopt any future version of a license if permitted).
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2.4 Moral Rights
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----------------
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If moral rights apply to the Contribution, to the maximum extent permitted by
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law, You waive and agree not to assert such moral rights against Us or our
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successors in interest, or any of our licensees, either direct or indirect.
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2.5 Our Rights
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--------------
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You acknowledge that We are not obligated to use Your Contribution as part of
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the Material and may decide to include any Contribution We consider appropriate.
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2.6 Reservation of Rights
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-------------------------
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Any rights not expressly assigned or licensed under this section are expressly
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reserved by You.
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3. Agreement
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============
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You confirm that:
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a. You have the legal authority to enter into this Agreement.
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b. You or Your Affiliates own the Copyright and patent claims covering the
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Contribution which are required to grant the rights under Section 2.
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c. The grant of rights under Section 2 does not violate any grant of rights
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which You or Your Affiliates have made to third parties.
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4. Disclaimer
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=============
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EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 3, THE CONTRIBUTION IS PROVIDED
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"AS IS". MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING,
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WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
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PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED BY YOU TO US
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AND BY US TO YOU. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE DISCLAIMED,
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SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.
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5. Consequential Damage Waiver
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==============================
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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU OR US
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BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA,
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INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND EXEMPLARY DAMAGES ARISING OUT
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OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT
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OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
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6. Miscellaneous
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================
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6.1 Jurisdiction
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----------------
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This Agreement will be governed by and construed in accordance with the laws of
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Puerto Rico excluding its conflicts of law provisions. Under certain circumstances,
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the governing law in this section might be superseded by the United Nations
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Convention on Contracts for the International Sale of Goods ("UN Convention")
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and the parties intend to avoid the application of the UN Convention to this
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Agreement and, thus, exclude the application of the UN Convention in its
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entirety to this Agreement.
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6.2 Acceptance
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--------------
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This Agreement sets out the entire agreement between You and Us for Your
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Contributions to Us and overrides all other agreements or understandings.
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6.3 Third parties
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-----------------
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If You or We assign the rights or obligations received through this Agreement
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to a third party, as a condition of the assignment, that third party must
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agree in writing to abide by all the rights and obligations in the Agreement.
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6.4 Unmet responsibilities
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--------------------------
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The failure of either party to require performance by the other party of any
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provision of this Agreement in one situation shall not affect the right of a
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party to require such performance at any time in the future. A waiver of
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performance under a provision in one situation shall not be considered a
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waiver of the performance of the provision in the future or a waiver of the
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provision in its entirety.
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6.5 Continuation
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If any provision of this Agreement is found void and unenforceable, such
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provision will be replaced to the extent possible with a provision that comes
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closest to the meaning of the original provision and which is enforceable.
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The terms and conditions set forth in this Agreement shall apply
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notwithstanding any failure of essential purpose of this Agreement or any
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limited remedy to the maximum extent possible under law.
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::
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Name: _________________________________________________
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Email: ________________________________________________
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Address: ______________________________________________
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Address (cont): _______________________________________
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Country: ______________________________________________
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Phone number: _________________________________________
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Fax number: ___________________________________________
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_______________________________________________________
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Signature
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Mayan EDMS Entity CAA Version 1.0 April 8, 2018
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