Corporate Contributor License Agreement (CCLA) Template

This Corporate Contributor License Agreement (the “Agreement”) is made and entered into as of [Effective Date] by and between:

Project/Maintainer: [Project Name / Maintainer Legal Name], with an address at [Address] (“Maintainer”).
Corporate Contributor: [Company Legal Name], [Entity Type], with an address at [Address] (“Company”).

Maintainer and Company may be referred to individually as a “Party” and together as the “Parties.”

1. Definitions

1.1 “Project.” The open source project identified as: [Project Name and repository URL].
1.2 “Contribution.” Any work of authorship (including source code, documentation, images, or other materials) submitted to the Project by an Authorized Contributor on behalf of the Company.
1.3 “Authorized Contributor.” An employee or contractor of the Company who is authorized to submit Contributions under this Agreement, as identified in Section 5 or the Authorized Contributors List.
1.4 “Submission.” Pull requests, patches, commits, issue attachments, or other content submitted for inclusion in the Project.

2. Copyright License Grant

2.1 License. Company grants Maintainer a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Contributions and derivative works thereof.
2.2 Relicensing (Optional). Maintainer may relicense Contributions as part of the Project under:
☐ The Project’s current license(s)
☐ The Project’s current license(s) and any future versions
☐ Other: [Define relicensing rules]

3. Patent License Grant (Optional)

3.1 Patent License. To the extent Company owns or controls patent claims necessarily infringed by a Contribution, Company grants Maintainer a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Contribution.
3.2 Patent Retaliation (Optional). If Company initiates patent litigation alleging the Contribution or Project infringes a patent, any patent license granted under this Agreement may terminate as permitted by law.

4. Company Representations

4.1 Authority. Company represents it has authority to enter into this Agreement and grant the licenses herein.
4.2 Right to Contribute. Company represents that it owns or has sufficient rights to grant the licenses to Contributions made by its Authorized Contributors within the scope of employment or using Company resources.
4.3 No Known Violations. Company represents that, to the best of its knowledge, Contributions do not knowingly violate third-party intellectual property rights.
4.4 No Confidential Information. Company represents it will not knowingly submit confidential or proprietary information of third parties.

5. Authorized Contributors

5.1 Initial List. The following individuals are Authorized Contributors under this Agreement:

• [Name / Email]

• [Name / Email]

• [Name / Email]
  5.2 Updates. Company may update the Authorized Contributors list by providing written notice to Maintainer (email acceptable). Updates are effective on receipt unless otherwise stated.
  5.3 Responsibility. Company is responsible for ensuring Authorized Contributors understand and follow the Project’s contribution guidelines.

6. Disclaimer and Limitation of Liability

6.1 Disclaimer. CONTRIBUTIONS ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY LAW.
6.2 Limitation. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CONTRIBUTIONS.

7. Miscellaneous

7.1 Entire Agreement. This Agreement is the entire agreement regarding corporate Contributions and supersedes prior discussions.
7.2 Amendments. Amendments must be in writing and signed by both Parties.
7.3 Governing Law. This Agreement is governed by the laws of [State/Country], without regard to conflict-of-law rules.
7.4 Severability. If any provision is unenforceable, the rest remains effective.
7.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature.

Signatures

By signing below, the Parties agree to be bound by this Corporate Contributor License Agreement as of the Effective Date.

Maintainer / Project Representative: [Name]
Title/Role: [Title/Role]
Date: [Date]
Signature: ___________________________

Corporate Contributor: [Company Legal Name]
Authorized Signatory Name: [Name]
Title: [Title]
Date: [Date]
Signature: ___________________________