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The Church of Jesus Christ of Latter-day Saints
Individual Contributor License Agreement ("Agreement")

INTRODUCTION

Whenever a person wants to contribute to a project that is sponsored or managed by The Church of Jesus Christ of Latter-day Saints (the “Church”), the Church must obtain a license agreement that defines the Church’s rights to the person’s contributions.  This protects both the Church and the contributor. Because this license is non-exclusive, it doesn’t prevent the contributor from using his or her contribution for other purposes as well.  Should you have any questions about this agreement, please contact the Church's Intellectual Property Office at at:

The Church of Jesus Christ of Latter-day Saints
Intellectual Property Office
50 E. North Temple
18th Floor, Salt Lake City, UT 84150-3012

Please read this document carefully before signing and submitting it and keep a copy for your records.

You agree that the following terms shall apply to all Contributions (as hereinafter defined) that You Submit (as hereinafter defined) to Corporation of the President of The Church of Jesus Christ of Latter-day Saints (“COP”).

COP, for itself and on behalf of its affiliated legal entities, agrees not to knowingly use Contributions in any way that infringes any legal rights of any third party, or in any way that is inconsistent with COP’s nonprofit status. Except for the license that You grant herein to COP, You reserve all right, title, and ownership in and to all Contributions.

1. Definitions.

"Contribution" shall mean any original work of authorship, fixed expression, concept, idea, or know-how, including any modifications or additions to the same, that You Submit to COP to be included in a project owned or managed by COP or the Church (any such project being a "Work").  Contributions may take the form of, without limitation, source code, object code, graphics, illustrations, documentation, translations, musical compositions, sound recordings, annotations, video clips, audio clips, and diagrams. Contributions shall not include materials of any kind that You conspicuously mark as "Not a Contribution."

"Submit" shall mean your intentional act of transferring a Contribution or a copy of a Contribution to COP or to any other legal entity affiliated with the Church, where the circumstances of that transfer manifest an intent that the Contribution become part of a Work. Transfers may be made in any form of electronic, digital, verbal, or written communication sent to COP, other legal entities affiliated with the Church, or representatives of the foregoing, 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, any of the foregoing parties.

2. Grant of License.

Subject to the terms of this Agreement, You hereby grant to COP a sublicenseable, perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable license to the Contributions, including full rights to reproduce, distribute, prepare derivative works of, publicly display, publicly perform, broadcast, and transmit the Contributions in any and all formats and media, or via any means, now known or hereafter developed.  To the extent that this license is deemed not valid by any court, or that COP, any legal entity affiliated with the Church, or any person or entity to which any of the foregoing parties has sublicensed the Contributions, including as part of a Work (each a “Licensee”), You hereby covenant not to sue such Licensees for any claim or cause of action arising from any copyright, moral right, neighboring right, performance right, or similar right that You may have under the laws of any jurisdiction. You agree that COP may sublicense the Contributions or a Work in which any Contribution is used on terms more restrictive than the terms of this Agreement.

3. Grant of Patent License.

Subject to the terms of this Agreement, You further hereby grant to COP a sublicenseable, perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this paragraph 3) license to make, have made, use, offer to sell, sell, import, practice, have practiced, and otherwise transfer or use any Work, where such license applies only to those patent claims that you have the right to license and that are necessarily infringed by a Contribution alone or by a combination of a Contribution and another component as used within any Work. If any person or entity (a “Litigant”) institutes litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that any Contribution or any Work constitutes direct or contributory infringement of any intellectual property right, then you hereby revoke COP’s right to sublicense any patents under this Agreement to such Litigant as of the date such  litigation is filed.

4. Representations.

You represent that you are legally entitled to grant the licenses granted herein. If Your employer may claim ownership of any rights which you have licensed to COP herein, you represent that Your employer has sublicensed to You sufficient rights in such intellectual property as to permit You to grant to COP the rights You have granted herein. You represent that granting the rights granted to COP herein does not violate the rights of any third party or violate any term of any other agreement to which You are a party.

You further represent that each Contribution is Your original creation or a derivative work created entirely by You based on another work to which You have a legal right to create and distribute such derivative works.  You represent that each Contribution that You Submit that is a derivative work includes all details known to You regarding the ownership and license terms applicable to such derivative works (including, but not limited to, a statement of any applicable patents and trademarks related to the Contribution).

5. Support and Warranty.

COP acknowledges that You may choose to provide technical support for a Contribution, either to COP or to other Licensees, either for free, for a fee, or not at all. Unless required by applicable law or agreed to in writing by a Licensee, You provide all Contributions on an "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, either express or implied, including, without limitation, any warranties of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.

6. Third Party Materials.

You acknowledge that You may inform COP of material that is potentially useful for the development of a Work, but that You may Submit such material to COP only when You clearly indicate the origin and nature of such material.

7. Changes in Circumstance.

You agree to notify COP of any facts or circumstances of which You become aware that would make Your representations inaccurate in any respect.

8.  General.

This Agreement constitutes the entire agreement between the parties relating to any Contributions, and replaces and cancels all other verbal or written agreements, express or implied. The failure of any party to assert any of its rights hereunder shall not be deemed to constitute a continuing waiver by that party of its right to thereafter enforce that provision or any other provision of this Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity and enforceability of any other provision of this Agreement; provided, however, that in the event that the invalidity or unenforceability of any provision of this Agreement has a material adverse effect on any of the rights or obligations of the parties, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect, as closely as possible, the original intent of the parties. No modification or amendment to this Agreement shall be binding upon the parties hereto unless it is contained in a written document, executed by both of the parties. This Agreement shall be construed and interpreted according to laws of the State of Utah. In the event of a dispute between any parties hereto that cannot be resolved through good faith discussions, such dispute shall finally be resolved in the state and federal courts located in Salt Lake county, Utah.

9. No Publicity.

You agree not to engage in any public communications implying that COP or the Church endorse You or any Contribution. While You may discuss Contributions in technical forums, You agree not to publicize this Agreement or any Contribution in any press release, customer list, website, investment memoranda, or by any other means that names COP, the Church, or any related legal entity without the express written permission of COP, which permission COP may withhold at its sole discretion.

 

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