Diem Contributor License Agreement

Corporate Agreement

Based on
The Apache Software Foundation
Software Grant and Corporate Contributor License Agreement (“Agreement”)


(v r190612)

Thank you for your interest in the Diem project (the “Project”). The Project is managed by the Diem Association, an independent membership organization, headquartered in Geneva, Switzerland (the “Association”). In order to clarify the intellectual property license granted with Contributions from any person or entity, the Project must have a Contributor License Agreement (CLA) on file that has been agreed to by each Contributor, indicating agreement to the license terms below. This license is for your protection as a Contributor as well as the protection of the Association, the Project, and its users; it does not change your rights to use your own Contributions for any other purpose.

This version of the Agreement allows an entity (the “Corporation”) to submit Contributions to the Project, to authorize Contributions submitted by its designated employees to the Project, and to grant copyright and patent licenses thereto.
Please read this document carefully before signing, and keep a copy for your records.

You accept and agree to the following terms and conditions for Your present and future Contributions submitted to the Project. Except for the license granted herein to the Association and recipients of software distributed by the Association, You reserve all right, title, and interest in and to Your Contributions, provided that you may not grant rights to others that limit or affect the rights of the Association under this Agreement.
  1. Definitions.
    “You” (or “Your”) shall mean the copyright owner or legal entity or person authorized by the copyright owner that is making this Agreement with the Association. For legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity are considered to be a single Contributor. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise; or (ii) ownership of fifty percent (50%) or more of the outstanding shares; or (iii) beneficial ownership of such entity.
    “Contribution” shall mean the code, documentation or other original works of authorship expressly identified in Schedule B, as well as any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to the Project for inclusion in, or documentation of, any of the products owned or managed by the Association (the “Work”). For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to the Association or its representatives, 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, the Association in connection with the Project for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by You as “Not a Contribution.”
  2. Grant of Copyright License. Subject to the terms and conditions of this Agreement, You hereby grant to the Association and to recipients of software distributed by the Association a perpetual, worldwide, nonexclusive, 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 Association and to recipients of software distributed by the Association a perpetual, worldwide, nonexclusive, 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, where such license applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Work to which such Contribution(s) were submitted. If any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that your Contribution, or the Work to which you have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Work shall terminate as of the date such litigation is filed.
  4. You represent that You are legally entitled to grant the above license. You represent further that each employee of the Corporation designated on Schedule A (to follow in a separate document or in a subsequent written modification to that Schedule) is authorized to submit Contributions on behalf of the Corporation.
  5. You represent that each of Your Contributions is Your original creation (see section 7 for submissions on behalf of others).
  6. You are not expected to provide support for Your Contributions, except to the extent You desire to provide support. You may provide support for free, for a fee, or not at all. Unless required by applicable law or agreed to in writing, You provide Your Contributions 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.
  7. Should You wish to submit work that is not Your original creation, You may submit it to the Project separately from any Contribution, identifying the complete details of its source and of any license or other restriction (including, but not limited to, related patents, trademarks, and license agreements) of which you are personally aware, and conspicuously marking the work as “Submitted on behalf of a third-party: [named here].”
  8. You agree to notify the Project of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.
  9. It is your responsibility to notify the Project when any change is required to (a) the list of designated employees authorized to submit Contributions on behalf of the Corporation, or (b) the Corporation’s Point of Contact with the Project.

The information you provide below, along with your IP address and a timestamp, will be maintained in accordance with our privacy policy.

For new CLA submissions, we request that you identify an Authorized Signatory for the company. When you submit this form, we will send the Agreement to that signatory for completion.

Schedule A and Schedule B to follow in a separate document.


Point of Contact

This is the person who manages the list of authorized Contributors. It does not have to be the same person as the Authorized Signatory.

Authorized Signatory

This is an individual in your organization who is authorized to sign the Contributor License Agreement on behalf of your organization. They will receive an email with a link to a webpage where they can read and sign the Agreement electronically.