CONTRIBUTOR LICENSE AGREEMENT

CONTRIBUTOR LICENSE AGREEMENT

This Contributor License Agreement (this “Agreement”) is made as of the ______ day of _______________, 20______ (the “Effective Date”) between:

Contributor(s): _____________________________________________, (collectively, “Contributor”) whose address is ___________________________________________________________________

AND

User(s): LOS ANGELES ACADEMY OF MEDIA AND TECHNOLOGY (collectively, “User”) whose address is; Howard Hughes Center, 6081 Center Dr 6th Floor, Los Angeles, CA 90045.

Contributor and User collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

Definitions

• “Contribution” means original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted for inclusion in, or documentation of, any of the products owned or managed by the User (the “WORKS”). For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to the User 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 User for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the Contributor as “Not a Contribution.”
• “Contributor” means persons who sign up as design and development interns and having attained eighteen years.
• “Interns” means “volunteers” or “trainees” under the Fair Labor Standards Act (FLSA)
• “Program” means the Women Innovate Tech program.
• “Project” means projects or products of the Women Innovate Tech program, such as those listed on the website (www.womeninnovatetech.com)

The Parties agree as follows:

1. Internship

The internship will be (Check as appropriate)

☐   Paid   ☐ Unpaid     

☐   Full-time   ☐Part-time

Unpaid Interns are not obligated to make any Contributions herein, should an Intern choose to make a Contribution, they agree and understand that they are not participation in a business and there are no equity rights.

2. License. Contributor does hereby irrevocably and non-exclusively, grant to User, in perpetuity and throughout the world all of the entire right, title, and interest in and to said WORKS and in and to any and all intellectual property rights on said WORKS that may arise or may be granted in the United States and any foreign country, and including every derivative WORKS arising from said WORKS. The User shall have the right to register the WORKS in their name and shall have the exclusive right to dispose of the WORKS in any way that the User sees fit. The assignment of all rights in the WORKS shall take effect upon execution of this Agreement. 

Subject to the terms of this Agreement, the Contributor does hereby waive any moral rights or any similar right concerning the WORKS as such rights may presently or in the future exist by legislative enactment or otherwise.

Nothing herein obligates User to exercise the rights granted in this Agreement.

3. Consideration. As consideration for the Contribution, User shall pay to Contributor royalties.

There are no advance on the royalties, all royalties will be paid if and when sales of the Project products occur. Payment shall be made within __________ days of selling the product. If any payment is not made within __________ days after the due date, Contributor may charge: (Check one)

☐   Interest of __________% per month charged.

☐   A late fee of $____________ for each month past due.

☐   Do not specify.

Contributors will receive royalty amounts evenly divided among all qualifying project Contributors on a product-to-product basis and only on products Contributors have made a feature contribution to. The Contributions must have been applied to the product in order for the Contributor to qualify for royalties.

Contributions may not be verbally communicated. All contributions must be in physical or electronic written form. There is no obligation on the User to develop, market or sell any of the products but reasonable effort will be made to evaluate each contribution, project and product for consideration of development, marketing and sale.

4. Confidential Information. All non-public, confidential or proprietary information of a Party (Disclosing Party), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by the Disclosing Party in writing. Upon the Disclosing Party’s request, the other Party (Recipient Party) shall promptly return all documents and other confidential materials received from Disclosing Party. Disclosing Party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Recipient Party at the time of disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a third party. In addition, this Agreement is confidential and cannot be divulged to third parties by a party, unless as provided by law, without the written consent of the other party.

5. Survival of Confidential Information. The obligation of confidentiality will: (Check one)

☐   Extend for a period of __________ years after the termination of this Agreement.

☐   Survive termination of this Agreement.

6. Legal Action. User will maintain sole control and discretion over the prosecution and maintenance with respect to all rights, including all intellectual property rights to the Licensed IP. User will have the primary right, but not the obligation, to bring and control any litigation, enforcement action, proceeding, or other legal action (collectively, the “Action”) against any unauthorized use, infringement, misappropriation, dilution or other violation of the Licensed IP. Contributor agrees to cooperate with User in any Action that User may undertake to protect the Licensed IP, and upon User’s request, Contributor will execute, file, and deliver all documents and proof necessary for that purpose, including being named as a party to the Action as required by law. User will be entitled to retain the entirety of any award arising from any Action. Contributor will have no claim of any kind against User based on, or arising out of User’s handling of, or decisions concerning, any Action, settlement or compromise.  

Contributor may; (Check one)

☐   Participate and be represented in any Action by its own counsel at its own expense.

☐   Participate and be represented in any Action by its own counsel at the User’s expense.

7. Mutual Representations and Warranties. Each party represents and warrants that: (a) it has the power and authority to enter into this Agreement, and the execution, delivery, and performance of this Agreement and the transactions and other documents contemplated have been authorized by the parties; and (b) this Agreement has been executed and delivered by each party, and constitutes a legal, valid, and binding obligation of the party, fully enforceable against the party in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors’ rights, and general equity principles.

8. Contributor’s Representations and Warranties. Contributor represents and warrants that: (a) Contributor owns and/or controls the rights granted to User in this Agreement and Contributor has the right to grant such rights and to enter into this Agreement; (b) to the best of its knowledge the Licensed IP does not infringe upon or violate (i) any copyright, patent, trademark, or other proprietary right of a third party or (ii) any applicable law, regulation, or non-proprietary right of a third party; and (c) Contributor has no knowledge of any claim which, if sustained, would be contrary to Contributor’s warranties, representations, and obligations contained in this Agreement.   

If the Contributor wants to submit work that is not their original creation, they may submit it to the User 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 the Contributor are personally aware, and conspicuously marking the work as

“Submitted on behalf of a third-party: [named here]”.

The Contributor agrees to notify the User of any facts or circumstances of which the Contributor become aware that would make these representations inaccurate in any respect.

The User shall have the right to refuse any Contribution that violates this Provision.

9. No Warranties. User acknowledges that: (a) Contributor is providing Licensed IP to User on an “as is” basis without warranty of any kind; (b) Contributor has not prepared or modified the Licensed IP to meet any specific requirements or specifications of the User; (c) Contributor makes no representations or warranties as to value, use, sale or other exploitation of the Licensed IP by the Contributor or any third party.

10. Indemnification by Contributor.  Contributor hereby releases User, its officers, employees, agents, licensees, successors and assigns, from all liability for damages, loss, or any other claims arising from the use of the WORKS.

11. Term. This Agreement will commence on the Effective Date and will continue in full force and effect for an initial period of __________ ☐   months/ ☐ year(s). This Agreement will: (Check one)

☐   NOT automatically renew.

☐   Automatically be renewed for periods of __________ year(s) each, unless either party gives notice of non-renewal to the other party at least __________ days prior to the end of any __________ year term. The notice will terminate this Agreement upon expiration of the then current term.  

12. Termination.  Either party may terminate this Agreement immediately upon delivery of written notice to the other party specifying clearly the grounds for termination if the other party commits a breach of its obligations under this Agreement and fails to cure the breach within __________ days after written notice of the breach is received by the breaching party. This agreement may be terminated due to but not limited to: lack of effort to develop, market and sell the intellectual property.

For the avoidance of doubt, termination will be without prejudice to any liability incurred prior to the effective date of termination.

13. Severability.  If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of the Agreement will be valid and enforceable and the parties will negotiate in good faith a substitute, valid and enforceable provision which most nearly puts into effect the intent of the parties.

14. No Waiver. Failure by either party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement. No waiver by either party of any breach of, or of compliance with, any condition or provision of this agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

15. Entire Agreement.  This Agreement and the attachments hereto represent and constitute the entire agreement between the parties, and supersede and merge all prior negotiations, agreements, and understandings, oral or written, with respect to any and all matters between the parties.

16. Governing Law. The parties hereby agree that this Agreement will be governed by, and constructed and enforced in accordance with the laws of the State of California, without reference to rules governing choice of laws.

17. Disputes. Any dispute arising from this Agreement shall be resolved through: (Check one)

☐   Court litigation. Disputes shall be resolved in the courts of the State of California.

(Check if applicable)

☐   If either Party brings legal action to enforce its rights under this Agreement, the prevailing party will be entitled to recover from the other Party its expenses (including reasonable attorneys’ fees and costs) incurred in connection with the action and any appeal. 

☐   Binding arbitration. Binding arbitration shall be conducted in accordance with the rules of the American Arbitration Association.

☐   Mediation.

☐   Mediation, then binding arbitration. If the dispute cannot be resolved through mediation, then the dispute will be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.

☐    Negotiation

18. Notices. All notices, demands or other communications to be given under this Agreement by either party to the other may be effected either by personal delivery in writing or by U.S. mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated as of two (2) days after mailing. 

19. Amendments. This Agreement may not be altered, modified, or amended in any way except in writing signed by both parties.

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date.

Signed by the CONTRIBUTOR Signature: Name: Date:……………………………………………………

Signed by the duly authorized representative of the USERSignature: Name: Designation: Date:…………………………………………………..