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Contributor Licence Agreement

Contributor Licence Agreement Template for Canada

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Key Requirements PROMPT example:

Contributor Licence Agreement

"I need a Contributor License Agreement for my open-source machine learning project that will be launching in March 2025, with specific provisions for both individual and corporate contributors, and extra protection for our AI-related patent rights under Canadian law."

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Document background
The Contributor License Agreement (CLA) is essential for any project accepting external contributions in Canada. It serves as a legal safeguard ensuring that contributions are properly licensed and that the project has the necessary rights to use, modify, and distribute contributed work. This document is particularly crucial in open source and collaborative development environments where multiple contributors may be involved. The agreement must comply with Canadian federal and provincial laws, including the Copyright Act, Patent Act, and PIPEDA. It addresses key aspects such as intellectual property rights transfer, contributor warranties, and submission processes. The CLA is designed to protect both the project's interests in maintaining a clear chain of rights and the contributors' interests in defining how their contributions may be used.
Suggested Sections

1. Parties: Identification of the project/organization receiving contributions and the contributor

2. Background: Context of the agreement, explaining the project and purpose of contributions

3. Definitions: Key terms including 'Contribution', 'Submission', 'Project', 'Work', and 'Intellectual Property Rights'

4. Scope of Agreement: Defines what constitutes a contribution and when the agreement applies

5. Grant of Rights: Core section detailing the license or assignment of intellectual property rights in contributions

6. Representations and Warranties: Contributor's promises regarding ownership, right to contribute, and originality of contributions

7. Contribution Process: Procedures for submitting contributions and acceptance criteria

8. Term and Termination: Duration of the agreement and conditions for termination

9. Governing Law and Jurisdiction: Specifies Canadian law as governing law and jurisdiction for disputes

Optional Sections

1. Corporate Contributor Provisions: Additional terms for corporate contributors, including authority to bind and employee contributions

2. Employment Status: Clarification of independent contractor status when contributor is not an employee

3. Patent License: Specific terms for patent rights if contributions might include patentable innovations

4. Moral Rights: Specific handling of moral rights under Canadian copyright law

5. Contribution Guidelines: Detailed technical or style requirements for contributions

6. Indemnification: Additional protection for the project against third-party claims

7. Data Privacy Consent: Specific consent for handling personal information under PIPEDA

8. Trademark Usage: Terms governing use of project trademarks by contributors

Suggested Schedules

1. Schedule A - Contribution Guidelines: Detailed technical specifications and standards for contributions

2. Schedule B - Approved Licenses: List of pre-approved open source licenses that may be used in contributions

3. Schedule C - Contribution Process: Step-by-step process for submitting and reviewing contributions

4. Schedule D - Project Code of Conduct: Community guidelines and expected behavior

5. Appendix 1 - Contact Information Form: Template for contributor's contact and identification details

6. Appendix 2 - Corporate Signing Authority: Template for corporate contributors to designate authorized signatories

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Relevant Industries

Technology

Software Development

Open Source

Research and Development

Digital Media

Education

Healthcare Technology

Financial Technology

Gaming

Telecommunications

Biotechnology

Artificial Intelligence

Machine Learning

Cloud Computing

Cybersecurity

Relevant Teams

Legal

Software Development

Open Source Program Office

Research and Development

Product Development

Quality Assurance

Documentation

Community Management

Innovation

Intellectual Property

Technical Operations

Engineering

Corporate Development

Relevant Roles

Legal Counsel

Software Developer

Project Manager

Chief Technology Officer

Open Source Program Manager

Intellectual Property Manager

Development Team Lead

Research Scientist

Technical Director

Community Manager

Product Manager

System Architect

Quality Assurance Engineer

Documentation Specialist

Innovation Director

Research Director

Industries
Copyright Act (R.S.C., 1985, c. C-42): Federal law governing copyright protection, ownership, and transfer of rights in Canada. Essential for defining the scope of rights being licensed or assigned in the CLA.
Patent Act (R.S.C., 1985, c. P-4): Federal law governing patent rights, relevant if the contributions might include patentable innovations or if patent rights need to be addressed in the CLA.
Personal Information Protection and Electronic Documents Act (PIPEDA): Federal privacy law governing the collection, use, and disclosure of personal information in commercial activities. Relevant for handling contributor's personal information.
Competition Act (R.S.C., 1985, c. C-34): Federal law ensuring fair competition. Relevant to ensure the CLA doesn't contain anti-competitive provisions.
Electronic Commerce Act (Provincial): Provincial legislation (varies by province) governing electronic signatures and electronic contracts, relevant for electronic execution of the CLA.
Contract Law (Common Law/Civil Code): Provincial contract law principles (Common Law in most provinces, Civil Code in Quebec) governing contract formation, enforcement, and interpretation.
Trade-marks Act (R.S.C., 1985, c. T-13): Federal law governing trademark rights, relevant if the contributions might include trademarks or if trademark rights need to be addressed.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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