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Individual Contributor License Agreement (CLA) Template
Clarify IP rights, license permissions, and contributor promises for open source submissions with this Individual Contributor License Agreement (CLA) Template.
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Individual Contributor License Agreement (CLA) Template
This Individual 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”).
Contributor: [Contributor Full Name], with an address at [Address] (“Contributor”).
Maintainer and Contributor may be referred to individually as a “Party” and together as the “Parties.”
1. Definitions
1.1 “Contribution.” Any work of authorship (including source code, documentation, images, or other materials) submitted by Contributor to Maintainer or the Project, whether submitted electronically, verbally, or in writing, that is intended to be incorporated into or used by the Project.
1.2 “Project.” The open source project identified as: [Project Name and repository URL].
1.3 “Submission.” Any form of submission including pull requests, patches, commits, issue attachments, or other content shared for inclusion in the Project.
2. Copyright License Grant
2.1 License. Contributor 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 the Contribution and derivative works thereof.
2.2 Relicensing (Optional). Maintainer may relicense the Contribution 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 Contributor owns or controls patent claims necessarily infringed by the Contribution, Contributor 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 Contributor 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. Contributor Representations
4.1 Right to Contribute. Contributor represents that they are legally entitled to grant the licenses in this Agreement.
4.2 Original Work or Permission. Contributor represents that each Contribution is their original creation or that they have sufficient rights to submit it.
4.3 No Known Violations. Contributor represents that, to the best of their knowledge, the Contribution does not knowingly violate third-party copyrights, patents, trade secrets, or other rights.
4.4 No Confidential Information. Contributor represents they are not knowingly submitting confidential or proprietary information belonging to any third party.
5. Support and Warranty Disclaimer
5.1 No Support Obligation. Contributor is not required to provide support for the Contribution unless separately agreed in writing.
5.2 Disclaimer. THE CONTRIBUTION IS 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. Limitation of Liability
6.1 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 CONTRIBUTION.
7. Miscellaneous
7.1 Entire Agreement. This Agreement is the entire agreement regarding the Contribution 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 Electronic Signatures. Electronic signatures are effective.
Signatures
By signing below, the Parties agree to be bound by this Individual Contributor License Agreement as of the Effective Date.
Maintainer / Project Representative: [Name]
Title/Role: [Title/Role]
Date: [Date]
Signature: ___________________________
Contributor: [Contributor Full Name]
Date: [Date]
Signature: ___________________________
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Learn more about
Individual Contributor License Agreement (CLA) Template
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
INDIVIDUAL CONTRIBUTOR LICENSE AGREEMENT (CLA) TEMPLATE FAQ
What is an individual contributor license agreement (CLA)?
An Individual Contributor License Agreement (CLA) is an agreement a person signs before contributing code, documentation, or other content to a project. It confirms the contributor has the right to submit the contribution and grants the project (or its maintainer) permission to use, modify, distribute, and sublicense the contribution under defined terms.
When should you use an individual CLA?
Use an individual CLA when contributions come from individuals who are not submitting on behalf of a company, or when a project requires each contributor to sign personally. It helps reduce IP disputes by documenting the contributor’s rights and the license granted to the project.
What rights does a contributor grant in a CLA?
Most CLAs grant a copyright license (and sometimes a patent license) that allows the project to use the contribution in the project, distribute it, and sometimes relicense it. The CLA should be clear about whether the grant is non-exclusive, worldwide, perpetual, and royalty-free.
Does an individual CLA transfer ownership of the contribution?
Usually no. Most CLAs keep ownership with the contributor and grant the project a broad license to use the contribution. Some agreements include an optional assignment clause, but many projects prefer a license grant rather than ownership transfer.
What warranties and promises are typical in a CLA?
Common promises include that the contributor wrote the contribution or has permission to submit it, that it does not knowingly include third-party IP without permission, and that the contributor will follow the project’s contribution rules. Many CLAs also include a disclaimer of warranties and a limitation of liability.
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