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Contributor License Agreements

Corporate

You accept and agree to the following terms and conditions for Your present and future contributions submitted to Axelor. Except for the license granted herein to Axelor and recipients of software distributed by the Axelor, You reserve all rights, 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 Axelor. 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 per cent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

“Contribution” 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 Axelor for inclusion in, or documentation of, any of the products owned, managed or maintained by Axelor (the Work). For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to Axelor or their representatives, including but not limited to communication on electronics mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Axelor 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 License. Subject to the terms and conditions of this Agreement, You hereby grant to Axelor and to recipients of software distributed by Axelor a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicy display, publicy perform, sublicense, and distribute Your Contributions and such derivative works.

3. Grant of Patent License. Subject to the terms and condition of this Agreement, You hereby grant to Axelor and to recipients of software distributed by Axelor 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.

4. You represent that You are legally entitled to grant the above license. You represent further that each employee of the Corporation designated on Schedule A below (or in subsequent written modification to that Schedule) is authorized to submit Contributions on behalf of the Corporation.

5. You represent that each of Your Contributions is Your original creation (see section 7 for submissions on behalf of others). 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.

6. 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.

7. Should You wish to submit work that is not Your original creation, You may submit it to Axelor 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 : [name here]”.

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

9. It is your responsibility to notify Axelor 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 Axelor.