SS 15591982 1 UKGROUPS Harmony Individual Contributor License AgreementDOC

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(Draft)

BACKGROUND
The PhUSE Standard Script code repository ("Repository") is a means of sharing open source programs for working with clinical trials data. The contributors are encouraged to contribute programs they own and have written and that might be useful to others doing similar types of work. Contributed code may be downloaded and used by anyone with access to the repository. Once code has been contributed, other programmers with contributor access rights may modify the code to fix bugs or add new features. The PhUSE Standard Script Development working group has established procedures for authorizing contributor access to the code repository. A User Guide for the Repository is detailed here at Guide for Standard Script Repository
Thank you for your interest in contributing.
This contributor agreement ("Agreement") documents the rights granted by contributors to Us. By clicking the button below titled 'I agree', you agree to abide by the terms of this Agreement. This Agreement will be emailed to you. This is a legally binding document, so please read it carefully before agreeing to it.
1. DEFINITIONS
"Contribution" means any work of authorship that is Submitted by You to the Repository in which You own (or assert ownership of) the IP;
"Copyright" means all rights protecting works of authorship owned or controlled by You, including copyright, moral and neighbouring rights, as appropriate, for the full term of their existence including any extensions by You and including any computer generated works;
"Effective Date" means the date You execute this Agreement or the date You first Submit a Contribution to the Repository, whichever is earlier;
"IP" means patents, rights to inventions, Copyright (as defined) and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
"Material" means the work of authorship (which may or may not include a Contribution) / is made available by You to third parties. When this Agreement covers more than one software project, the Material means the wider work of authorship(s) to which the Contribution was Submitted. After You Submit the Contribution, it may be included in the Material.
"Media" means any portion of a Contribution which is not software;
"Other Users" means any individuals or third parties who have access to the Repository from time to time other than You;
"Submission Date" means the date on which You Submit a Contribution to the Repository;
"Submit" and "Submitted" means any form of electronic, verbal, or written communication sent to the Repository or Us or our representatives, including but not limited to electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Us for the purpose of discussing and improving the Material, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution";
"You" means the individual who Submits a Contribution to the Repository and "Your" shall be construed accordingly; and
"We" means PhUSE "Our" and "Us" shall be construed accordingly.
2. GRANT OF RIGHTS
2.1 License
2.1.1
You retain ownership of the IP in Your Contribution and have the same rights to use or license the Contribution which You would have had without entering into the Agreement.
2.1.2
In consideration of being granted access to the Repository and the right to Submit material to the Repository, You agree to licence your Contribution, individually and also as part of the Materials, directly as licensor to each of the Other Users on the basis set out in http://code.google.com/p/phuse-scripts/.
2.1.3
In consideration of being granted access to the Repository and the opportunity to Submit materials to the Repository, to the maximum extent permitted by the relevant law, You grant to Us a perpetual (in the sense of never ending), worldwide, non exclusive, transferable, royalty free, irrevocable license to the IP in the Contribution, with the right to sublicense such rights through multiple tiers of sub licensees, to reproduce, modify, display, perform and distribute the Contribution individually or as part of the Material.
2.1.4
For patent claims including, without limitation, method, process, and apparatus claims which You own, control or have the right to grant, now or in the future, You grant to Us a perpetual (in the sense of never ending), worldwide, non exclusive, transferable, royalty free, irrevocable patent license, with the right to sublicense these rights to multiple tiers of sub licensees, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution and the Contribution in combination with the Material (and portions of such combination). This license is granted only to the extent that the exercise of the licensed rights infringes such patent claims.
2.2 Repository licensing
2.2.1
Without prejudice to the generality of the grant of rights in sections 2.1, We may vary the licences to be used for the direct licensing by you of the Contribution and Media at http://code.google.com/p/phuse-scripts/ at any time, and without limitation such license may be open source, copyleft, permissive, commercial, or proprietary licenses.
2.3 Moral rights

If moral rights apply to the Contribution, to the maximum extent permitted by law, You hereby waive such moral rights in favour of Us and the Other Users agree not to assert such moral rights against Us and the Other Users, or our successors in interest, or any of our licensees, either direct or indirect.

2.4 Our rights

You acknowledge that We are not obligated to list Your Contribution in whole or in part in the Repository and We may decide to include any Contribution We consider appropriate or exclude any Contribution We consider inappropriate.

2.5 Reservation of rights

Any rights not expressly licensed under this section are expressly reserved by You.

3. AGREEMENT
3.1
You shall maintain a Google account, and agree to attribute your Contribution with your details.
3.2
You confirm that:
3.2.1
You have the legal authority to enter into this Agreement.
3.2.2
You solely own the IP worldwide covering Your Contribution which is required to grant the rights under section 2.
3.2.3
Your Contribution does not violate any IP owed by any third party.
3.2.4
The grant of rights you make under section 2 does not violate any grant of IP rights which You have made to third parties, including Your employer. If You are an employee, You have had Your employer approve this Agreement. If You are less than 18 years old, Your parents or guardian must sign the Agreement.
3.2.5
Your Contribution does not incorporate any IP owned by a third party.
4. DISCLAIMER
Except for the express warranties in section 3 and the indemnity in 6, the Contribution is provided "as is". More particularly, all express or implied warranties including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non infringement are expressly disclaimed by You to Us. To the extent that any such warranties cannot be disclaimed, such warranty is limited in duration to the minimum period permitted by law.
5. CONSEQUENTIAL DAMAGE WAIVER
Subject to section 6, to the maximum extent permitted by applicable law, in no event will You or We be liable for any loss of profits, loss of anticipated savings, loss of data, indirect, special, incidental, consequential and exemplary damages arising out of this Agreement regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.
6. INDEMNITY
6.1
You shall indemnify Us and Other Users against all claims, liabilities and expenses arising out of any infringement by You of any third party's IP rights.
7. MISCELLANEOUS
7.1
This Agreement will be governed by and construed in accordance with the laws of England and Wales. Under certain circumstances, the governing law in this section might be superseded by the United Nations Convention on Contracts for the International Sale of Goods ("UN Convention") and the parties intend to avoid the application of the UN Convention to this Agreement and, thus, exclude the application of the UN Convention in its entirety to this Agreement.
7.2
This Agreement sets out the entire agreement between You and Us for Your Contributions to Us and overrides all other agreements or understandings.
7.3
If You or We assign the rights or obligations received through this Agreement to a third party, as a condition of the assignment, that third party must agree in writing to abide by all the rights and obligations in the Agreement.
7.4
The failure of either party to require performance by the other party of any provision of this Agreement in one situation shall not affect the right of a party to require such performance at any time in the future. A waiver of performance under a provision in one situation shall not be considered a waiver of the performance of the provision in the future or a waiver of the provision in its entirety.
7.5
If any provision of this Agreement is found void and unenforceable, such provision will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision and which is enforceable. The terms and conditions set forth in this Agreement shall apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy to the maximum extent possible under law.
8. GOVERNING LAW AND JURISDICTION
8.1
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
8.2
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).