In order to clarify the intellectual property license granted with Contributions from any person or entity, Blackbaud, Inc. ("Blackbaud") must have a Contributor License Agreement ("Agreement") agreed to by each Contributor. This license is for your protection as a Contributor as well as the protection of Blackbaud; it does not change your rights to use your own Contributions for any other purpose.
Either individuals or business entities, including without limitation, all employees or agents acting on behalf of such entity (an "Entity"), may submit Contributions to Blackbaud under this Agreement. If you click the checkbox below to indicate that you are entering this Agreement on behalf of an Entity, you represent that you have the authority to bind such Entity to this Agreement, in which case, the terms "You" and "Your" shall refer to such Entity, as further defined below.
Please read this document carefully before agreeing to it, and print a copy for your records.
You accept and agree to the following terms and conditions for (i) UNLESS OTHERWISE GOVERNED BY A WRITTEN LICENSE AGREEMENT, ALL CONTRIBUTIONS THAT YOU MAY HAVE PREVIOUSLY SUBMITTED TO BLACKBAUD and (ii) Your present and future Contributions submitted to Blackbaud. Except for the license granted herein to Blackbaud and recipients of software distributed by Blackbaud, You reserve all right, title, and interest in and to Your Contributions.
Definitions.
Grant of Copyright License.
Subject to the terms and conditions of this Agreement, You hereby grant to Blackbaud and to recipients of software distributed by Blackbaud 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 Your Contributions and such derivative works.
Grant of Patent License.
Subject to the terms and conditions of this Agreement, You hereby grant to Blackbaud and to recipients of software distributed by Blackbaud 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 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) was submitted. You furthermore agree to notify Blackbaud of any patents that you know or come to know are likely infringed by the Contribution and/or are not licensable by You. 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.
Representations.
Dispute Resolution; Governing Law.
Disputes and claims arising out of this Agreement will first be submitted to senior management of both Blackbaud and Contributor for amicable resolution. If the matter cannot be settled within a reasonable period of time, the dispute or claim shall be submitted to and resolved exclusively by arbitration conducted in accordance with American Arbitration Association rules, with one (1) arbitrator appointed to conduct arbitration and arbitration taking place in a mutually agreed upon location. Any decision in arbitration shall be final and binding upon Blackbaud and Contributor. Judgment may be entered thereon in any court of competent jurisdiction. Contributor and Blackbaud expressly waive any right to a trial by jury in any proceeding arising under or related to this agreement. This agreement shall be governed by the laws of the State of New York, excluding choice of law principles.
General.
Except as otherwise specifically stated herein, remedies shall be the cumulative and there shall be no obligation to exercise a particular remedy. No failure or delay in enforcing any term, exercising any option, or requiring performance shall be binding or construed as a waiver unless agreed to in writing by a duly authorized representative of both Blackbaud and Contributor. If any provision of this Agreement is held to be unenforceable, the other provisions shall remain in full force and effect. All proposed modifications, variations, edits, or additions to this Agreement are objected to and deemed material unless otherwise mutually agreed to in writing. Blackbaud may assign its rights or obligations in connection with a change of control without Contributor’s consent. Contributor may not assign its rights or obligations under this Agreement. Any acts pursuant to this Agreement are performed by Contributor as an independent contractor, not as an employee of Blackbaud. Nothing in this Agreement is intended to construe the existence of a partnership, joint venture, or agency relationship between Blackbaud and Contributor.