Contributor Licence Agreement Template for England and Wales

A Contributor License Agreement (CLA) under English and Welsh law is a legal document that defines the terms under which intellectual property is contributed to a project. It establishes the rights granted by contributors to the project owner, including copyright and patent rights where applicable. The agreement ensures that the project has the necessary rights to use and distribute the contributions while protecting both the contributor and the project owner's interests. It typically includes provisions for intellectual property ownership, warranties about the originality of contributions, and terms for how the contributions can be used.

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What is a Contributor Licence Agreement?

The Contributor License Agreement (CLA) serves as a crucial legal framework for managing intellectual property rights in collaborative projects. It is particularly important when multiple parties contribute content, code, or other materials to a shared project. Under English and Welsh law, this agreement ensures clear ownership and usage rights, protecting both contributors and project owners. The CLA typically becomes necessary when organizations want to maintain legal clarity around contributions, especially in open source projects or collaborative development environments. It helps prevent future disputes about ownership and usage rights while facilitating project growth and development.

What sections should be included in a Contributor Licence Agreement?

1. Parties: Identification of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Grant of License: Terms of the license being granted for contributions

5. Scope of Contributions: Definition of what constitutes a contribution

6. Representations and Warranties: Contributor's confirmations regarding ownership and rights

7. Term and Termination: Duration and termination provisions

What sections are optional to include in a Contributor Licence Agreement?

1. Patent License: Required if contributions might include patentable innovations - typically used for technical/software contributions

2. Moral Rights: Waiver or assertion of moral rights - typically used when dealing with creative works

3. Confidentiality: Provisions for handling confidential information - used when contributions might include sensitive information

What schedules should be included in a Contributor Licence Agreement?

1. Description of Contributions: Detailed specification of contribution types and formats

2. Contribution Guidelines: Technical or formatting requirements for contributions

3. License Terms: Detailed terms of the license being granted

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

Jurisdiction

England and Wales

Publisher

Genie AI

Document Type

Lien Notice

Cost

Free to use

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