Contributor License Agreement — Corporate
CORPORATE CONTRIBUTOR LICENSE AGREEMENT
This Corporate Contributor License Agreement (the "Agreement") is effective on [__/__/____] (the "Effective Date") between [PROJECT OWNER LEGAL NAME] (the "Project Owner") and the legal entity identified below (the "Corporation"). It covers Contributions submitted on or after the Effective Date; earlier Contributions are covered only if identified in Schedule B.
1. DEFINITIONS
1.1 "Corporation" means the legal entity identified in the signature block, and does not include an affiliate unless the affiliate separately signs this Agreement or grants the Corporation written authority and sufficient rights to license its Contributions under this Agreement.
1.2 "Contribution" means any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by the Corporation or any Designated Contributor to the Project Owner for inclusion in, or documentation of, the Project. "Submit" means an intentional electronic, written, or verbal transmission to the Project Owner, including a pull request, patch, issue comment, mailing-list post, or chat message, for inclusion in or documentation of the Project. A communication conspicuously marked "Not a Contribution" is excluded.
1.3 "Designated Contributor" means each individual employee or independent contractor of the Corporation identified in Schedule A (as updated from time to time) as authorized to contribute to the Project on the Corporation's behalf.
1.4 "Project" means the project(s) identified in Schedule B.
2. COPYRIGHT LICENSE
Subject to the terms and conditions of this Agreement, the Corporation hereby grants to the Project Owner and to recipients of software distributed by the Project Owner 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 Corporation's Contributions and any derivative works thereof, under any license terms (including proprietary licenses) that the Project Owner may choose.
3. PATENT LICENSE
Subject to the terms and conditions of this Agreement, the Corporation hereby grants to the Project Owner and to recipients of software distributed by the Project Owner 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 Corporation's Contribution. The license applies only to those patent claims licensable by the Corporation that are necessarily infringed by the Contribution alone or by combination of the Contribution with the Project to which it was submitted.
Defensive termination. If any entity institutes patent litigation against the Corporation, any of its affiliates, or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that a Corporation Contribution, or the Project to which it was submitted, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Project shall terminate as of the date such litigation is filed.
4. REPRESENTATIONS AND WARRANTIES
The Corporation represents and warrants that:
4.1 Authority. The individual signing this Agreement has authority to bind the Corporation.
4.2 Ownership / Rights. The Corporation owns or has sufficient rights in each Contribution to grant the licenses in Sections 2 and 3. For every Contribution made by a Designated Contributor, the Corporation has secured sufficient copyright and patent rights to grant the licenses here, including any necessary signed assignment or license from an independent contractor. A contractor's work is not treated as a work made for hire merely because this Agreement labels it a Contribution; any work-made-for-hire claim must satisfy 17 U.S.C. § 101.
4.3 Original work. Each Contribution is original, or third-party material incorporated therein is identified with sufficient detail for the Project Owner to comply with the applicable third-party license.
4.4 No conflicting obligations. The Contributions do not conflict with any other agreement to which the Corporation is a party.
4.5 Export. The Contributions do not, to the Corporation's knowledge, contain any technology or source code subject to export restrictions that would preclude open-source distribution without a license.
4.6 Notification of inaccuracy. The Corporation will notify the Project Owner in writing if any representation in this Section 4 becomes inaccurate.
5. DESIGNATED CONTRIBUTORS
5.1 Schedule A. The Corporation shall maintain Schedule A listing all Designated Contributors. A submission by a Designated Contributor is covered only to the extent it is within that person's authorized role and the Corporation holds the rights needed for the licenses in Sections 2 and 3.
5.2 Updates. The Corporation may update Schedule A by written notice (including electronic means) to the Project Owner. Additions take effect upon receipt; removals apply only prospectively and do not revoke prior Contributions.
5.3 Individual CLAs. The Project Owner may require each Designated Contributor to also execute an Individual CLA. Execution of an Individual CLA by a Designated Contributor does not diminish the rights granted by this Agreement and does not obligate the Designated Contributor beyond their individual grant.
6. MORAL RIGHTS
To the extent the Corporation itself holds waivable moral rights in a Contribution, it waives those rights to the extent permitted by applicable law. For any right held personally by a Designated Contributor, the Corporation will obtain a separate valid written waiver or covenant from that individual where needed; this Agreement does not itself bind a non-signing individual.
7. NO OBLIGATION TO USE
The Project Owner is not obligated to use or include any Contribution and may reject any Contribution at its discretion.
8. DISCLAIMER
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 4, THE CORPORATION PROVIDES ALL CONTRIBUTIONS "AS IS" AND DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.
9. TRADEMARKS
This Agreement does not grant permission to use the trade names, trademarks, service marks, or product names of the Project Owner, except as required for reasonable and customary use in describing the origin of the Project and in reproducing any NOTICE file.
10. GENERAL
10.1 Governing Law. This Agreement is governed by the laws of the State of [STATE], without regard to conflicts principles.
10.2 Assignment. The Project Owner may assign this Agreement (and the licenses granted hereunder) to any successor entity or foundation steward of the Project.
10.3 Entire Agreement. This Agreement is the complete agreement between the Project Owner and the Corporation concerning the Corporation's grant. A separately executed Individual CLA remains a separate agreement with its individual signer.
10.4 Severability. Invalid or unenforceable provisions shall be severed, and the remainder shall remain in effect.
10.5 Electronic Execution. The parties may sign electronically when the signer intends to sign this identified Agreement and the method and signatory authority satisfy applicable law. An electronic act does not substitute for the Corporation's review of the signer's authority.
SIGNATURE — CORPORATION
CORPORATION: [________________________________]
Legal Entity Type and Jurisdiction: [e.g., Delaware C-Corporation]
Principal Address: [________________________________]
By: [________________________________]
Printed Name: [NAME]
Title: [TITLE] (must have authority to bind)
Email: [EMAIL]
Date: [__/__/____]
Corporation Point of Contact for CLA Matters:
Name: [________________________________]
Title: [________________________________]
Email: [________________________________]
SCHEDULE A — DESIGNATED CONTRIBUTORS
| Name | Title / Role | GitHub / SCM Username | Effective Date | |
|---|---|---|---|---|
| [NAME] | [TITLE] | [EMAIL] | [USERNAME] | [__/__/____] |
The Corporation will update this Schedule by written notice to the Project Owner.
SCHEDULE B — PROJECT(S) COVERED
| Project Name | Repository URL | Project Owner |
|---|---|---|
| [PROJECT NAME] | [URL] | [OWNER] |
Earlier Contributions expressly covered, if any: [REPOSITORY, COMMIT OR PR ID, DATE, OR "NONE"].
SOURCES AND REFERENCES
- 17 U.S.C. § 101 (work for hire definition) — https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section101&num=0&edition=prelim
- 17 U.S.C. § 201 — https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section201&num=0&edition=prelim
- 35 U.S.C. § 261 — https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title35-section261&num=0&edition=prelim
- 35 U.S.C. § 271 — https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title35-section271&num=0&edition=prelim
- Apache Software Foundation CCLA — https://www.apache.org/licenses/contributor-agreements.html
- Project Harmony Corporate CLA — http://www.harmonyagreements.org/
- Eclipse Foundation CCA — https://www.eclipse.org/legal/committer_process/
Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. IP counsel must review and customize this document before execution.
About this template
- Last updated
- September 27, 2026
- Citations checked
- September 27, 2026
- Jurisdiction
- All states
- Category
- Intellectual Property
Legal authority
- 17 U.S.C. § 101 (Works made for hire)
- 17 U.S.C. § 201 (Ownership of copyright)
- 35 U.S.C. § 261 (Patent ownership and assignment)
- 35 U.S.C. § 271 (Infringement of patent)
Intellectual property law protects inventions, brand names, creative works, and trade secrets. Filings with federal IP offices have strict formal requirements, and demand letters or licensing agreements have to identify the exact rights being claimed. Weak IP paperwork makes it harder to enforce your rights against copycats, harder to sell or license your IP, and easier for someone else to claim it first.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on September 27, 2026.
17 U.S.C. § 101 (checked September 27, 2026): "if the parties expressly agree in a written instrument signed by them that the work shall be considered a work made for hire."
17 U.S.C. § 201(b) (checked September 27, 2026): "In the case of a work made for hire, the employer or other person for whom the work was prepared is considered the author for purposes of this title"
35 U.S.C. § 261 (checked September 27, 2026): "Applications for patent, patents, or any interest therein, shall be assignable in law by an instrument in writing."
35 U.S.C. § 271(a) (checked September 27, 2026): "whoever without authority makes, uses, offers to sell, or sells any patented invention, within the United States or imports into the United States any patented invention"
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