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| 1 | +Contribution License Agreement |
| 2 | + |
| 3 | +This Contribution License Agreement ("Agreement") is agreed to by the party |
| 4 | +signing below ("You"), and conveys certain license rights to NVIDIA Corporation |
| 5 | +and its affiliates ("NVIDIA") for Your contributions to NVIDIA open source |
| 6 | +projects. This Agreement is effective as of the latest signature date below. |
| 7 | + |
| 8 | +1. Definitions. |
| 9 | + |
| 10 | +"Code" means the computer software code, whether in human-readable or |
| 11 | +machine-executable form, that is delivered by You to NVIDIA under this |
| 12 | +Agreement. |
| 13 | + |
| 14 | +"Project" means any of the projects owned or managed by NVIDIA in which |
| 15 | +software is offered under a license approved by the Open Source Initiative |
| 16 | +(OSI) (www.opensource.org) and documentation offered under an OSI or a |
| 17 | +Creative Commons license (https://creativecommons.org/licenses). |
| 18 | + |
| 19 | +"Submit" is the act of uploading, submitting, transmitting, or distributing |
| 20 | +code or other content to any Project, including but not limited to |
| 21 | +communication on electronic mailing lists, source code control systems, |
| 22 | +and issue tracking systems that are managed by, or on behalf of, the |
| 23 | +Project for the purpose of discussing and improving that Project, but |
| 24 | +excluding communication that is conspicuously marked or otherwise |
| 25 | +designated in writing by You as "Not a Submission." |
| 26 | + |
| 27 | +"Submission" means the Code and any other copyrightable material Submitted |
| 28 | +by You, including any associated comments and documentation. |
| 29 | + |
| 30 | +2. Your Submission. You must agree to the terms of this Agreement before |
| 31 | +making a Submission to any Project. This Agreement covers any and all |
| 32 | +Submissions that You, now or in the future (except as described in Section |
| 33 | +4 below), Submit to any Project. |
| 34 | + |
| 35 | +3. Originality of Work. You represent that each of Your Submissions is |
| 36 | +entirely Your original work. Should You wish to Submit materials that are |
| 37 | +not Your original work, You may Submit them separately to the Project if |
| 38 | +You (a) retain all copyright and license information that was in the |
| 39 | +materials as You received them, (b) in the description accompanying Your |
| 40 | +Submission, include the phrase "Submission containing materials of a |
| 41 | +third party:" followed by the names of the third party and any licenses |
| 42 | +or other restrictions of which You are aware, and (c) follow any other |
| 43 | +instructions in the Project’s written guidelines concerning Submissions. |
| 44 | + |
| 45 | +4. Your Employer. References to "employer" in this Agreement include Your |
| 46 | +employer or anyone else for whom You are acting in making Your Submission, |
| 47 | +e.g. as a contractor, vendor, or agent. If Your Submission is made in the |
| 48 | +course of Your work for an employer or Your employer has intellectual |
| 49 | +property rights in Your Submission by contract or applicable law, You must |
| 50 | +secure permission from Your employer to make the Submission before signing |
| 51 | +this Agreement. In that case, the term "You" in this Agreement will refer |
| 52 | +to You and the employer collectively. If You change employers in the |
| 53 | +future and desire to Submit additional Submissions for the new employer, |
| 54 | +then You agree to sign a new Agreement and secure permission from the |
| 55 | +new employer before Submitting those Submissions. |
| 56 | + |
| 57 | +5. Licenses. |
| 58 | + |
| 59 | +a. Copyright License. You grant NVIDIA, and those who receive the Submission |
| 60 | +directly or indirectly from NVIDIA, a perpetual, worldwide, non-exclusive, |
| 61 | +royalty-free, irrevocable license in the Submission to reproduce, prepare |
| 62 | +derivative works of, publicly display, publicly perform, and distribute the |
| 63 | +Submission and such derivative works, and to sublicense any or all of the |
| 64 | +foregoing rights to third parties. |
| 65 | + |
| 66 | +b. Patent License. You grant NVIDIA, and those who receive the Submission |
| 67 | +directly or indirectly from NVIDIA, a perpetual, worldwide, non-exclusive, |
| 68 | +royalty-free, irrevocable license under Your patent claims that are |
| 69 | +necessarily infringed by the Submission or the combination of the Submission |
| 70 | +with the Project to which it was Submitted to make, have made, use, offer to |
| 71 | +sell, sell and import or otherwise dispose of the Submission alone or with |
| 72 | +the Project. |
| 73 | + |
| 74 | +c. Other Rights Reserved. Each party reserves all rights not expressly |
| 75 | +granted in this Agreement. No additional licenses or rights whatsoever |
| 76 | +(including, without limitation, any implied licenses) are granted by |
| 77 | +implication, exhaustion, estoppel or otherwise. |
| 78 | + |
| 79 | +6. Representations and Warranties. You represent that You are legally |
| 80 | +entitled to grant the above licenses. You represent that each of Your |
| 81 | +Submissions is entirely Your original work (except as You may have |
| 82 | +disclosed under Section 3). You represent that You have secured permission |
| 83 | +from Your employer to make the Submission in cases where Your Submission |
| 84 | +is made in the course of Your work for Your employer or Your employer has |
| 85 | +intellectual property rights in Your Submission by contract or applicable |
| 86 | +law. If You are signing this Agreement on behalf of Your employer, You |
| 87 | +represent and warrant that You have the necessary authority to bind the |
| 88 | +listed employer to the obligations contained in this Agreement. You are |
| 89 | +not expected to provide support for Your Submission, unless You choose to |
| 90 | +do so. UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, AND |
| 91 | +EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN SECTIONS 3, 4, AND 6, THE |
| 92 | +SUBMISSION PROVIDED UNDER THIS AGREEMENT IS PROVIDED WITHOUT WARRANTY OF |
| 93 | +ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF NONINFRINGEMENT, |
| 94 | +MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. |
| 95 | + |
| 96 | +7. Notice to NVIDIA. You agree to notify NVIDIA in writing of any facts |
| 97 | +or circumstances of which You later become aware that would make Your |
| 98 | +representations in this Agreement inaccurate in any respect. |
| 99 | + |
| 100 | +8. Information about Submissions. You agree that contributions to Projects |
| 101 | +and information about contributions may be maintained indefinitely and |
| 102 | +disclosed publicly, including Your name and other information that You |
| 103 | +submit with Your Submission. |
| 104 | + |
| 105 | +9. Governing Law/Jurisdiction. Claims arising under this Agreement shall |
| 106 | +be governed by the laws of Delaware, excluding its principles of conflict |
| 107 | +of laws and the United Nations Convention on Contracts for the Sale of |
| 108 | +Goods. The state and/or federal courts residing in Santa Clara County, |
| 109 | +California shall have exclusive jurisdiction over any dispute or claim |
| 110 | +arising out of this Agreement. You may not export the Software in |
| 111 | +violation of applicable export laws and regulations. |
| 112 | + |
| 113 | +10. Entire Agreement/Assignment. This Agreement is the entire agreement |
| 114 | +between the parties, and supersedes any and all prior agreements, |
| 115 | +understandings or communications, written or oral, between the parties |
| 116 | +relating to the subject matter hereof. This Agreement may be assigned by |
| 117 | +NVIDIA. |
| 118 | + |
| 119 | + |
| 120 | + |
| 121 | +Please select one of the options below and sign as indicated. By signing, |
| 122 | +You accept and agree to the terms of this Contribution License Agreement |
| 123 | +for Your present and future Submissions to NVIDIA. |
| 124 | + |
| 125 | +___ I have sole ownership of intellectual property rights to my Submissions |
| 126 | +and I am not making Submissions in the course of work for my employer. |
| 127 | + |
| 128 | +Name ("You"): _________________________________________ |
| 129 | +Signature: _________________________________________ |
| 130 | +Date: _________________________________________ |
| 131 | +GitHub Login: _________________________________________ |
| 132 | +Email: _________________________________________ |
| 133 | +Address: _________________________________________ |
| 134 | + |
| 135 | + |
| 136 | +___ I am making Submissions in the course of work for my employer (or my |
| 137 | +employer has intellectual property rights in my Submissions by contract or |
| 138 | +applicable law). I have permission from my employer to make Submissions and |
| 139 | +enter into this Agreement on behalf of my employer. By signing below, the |
| 140 | +defined term "You" includes me and my employer. |
| 141 | + |
| 142 | +Company Name: _________________________________________ |
| 143 | +Signature: _________________________________________ |
| 144 | +By: _________________________________________ |
| 145 | +Title: _________________________________________ |
| 146 | +Date: _________________________________________ |
| 147 | +GitHub Login: _________________________________________ |
| 148 | +Email: _________________________________________ |
| 149 | +Address: _________________________________________ |
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