# UCAgent Corporate Contributor License Agreement ("Agreement")

Thank you for your interest in **UCAgent** (the "Project"). In order to clarify the intellectual property license granted with Contributions from any person or entity, the Project requires a Contributor License Agreement ("CLA") to be on file.

This Corporate Contributor License Agreement ("CCLA") is for use by an entity (such as a corporation, limited liability company, foundation, or other legal organization) that wishes to have its employees and/or agents make Contributions to the Project.

### 1. Definitions
* **"You" (or "Your")** shall mean the corporation, partnership, or other legal entity that is entering into this Agreement.
* **"Contribution"** shall mean any source code, object code, documentation, or other work of authorship that is intentionally submitted by You or by Your Designated Contributors for inclusion in the Project.
* **"Designated Contributors"** shall mean those employees or agents identified by You in writing (including via email or other written communication) as authorized to make Contributions on behalf of the entity.

### 2. Grant of Copyright License
Subject to the terms and conditions of this Agreement, You hereby grant to the **UCAgent Project Maintainers**, and to recipients of software distributed by the Project, 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 Your Contributions and such derivative works.

### 3. Grant of Patent License
Subject to the terms and conditions of this Agreement, You hereby grant to the **UCAgent Project Maintainers**, and to recipients of software distributed by the Project, a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work.

### 4. Rights Transfer and Successorship
You acknowledge and agree that the **UCAgent Project Maintainers**, **as part of the governance of the Project**, may assign or transfer this Agreement and all rights granted hereunder to a successor legal entity (such as a corporation, foundation, or other legal organization) established for the purpose of managing or commercializing the Project. Such transfer shall be effective upon public notice within the Project repository and shall not require further consent or re-execution of this Agreement.

### 5. Authority and Representations
You represent that You are legally entitled to grant the licenses set forth in this Agreement. You represent that each of Your Designated Contributors is authorized to make Contributions on Your behalf. You further represent that all Contributions made by Your Designated Contributors are either:
1. works made for hire, or
2. otherwise owned by You,
and that You have the full right and authority to grant the licenses provided under this Agreement.

**For the avoidance of doubt, individuals making Contributions on behalf of an entity that has executed this Corporate CLA are not required to separately execute an Individual Contributor License Agreement for those Contributions.**

### 6. Disclaimer
Except for the express warranties stated herein, the Contributions are provided on an **"AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND**, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.

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### Signature Information

**Entity Name:** ________________________________________________  
**Authorized Representative Name & Title:** ________________________  
**Mailing Address:** ____________________________________________  
**E-mail:** _____________________________________________________  
**Date:** _______________________________________________________
