CONTRIBUTOR LICENSE AGREEMENT

This Contributor License Agreement ("Agreement") is made and entered into as of _______________, 20__ (the "Effective Date"), by and between X.commerce, Inc. dba Magento, Inc., a Delaware corporation with its principal place of business at 10441 Jefferson Blvd., Suite 200, Culver City, CA 90232 ("Magento", "we", "us", or "our"), and ______________________________, a _______________ with its principal place of business at _______________________________________ ("Contributor", "you" or "your", and collectively with Magento, the "Parties").

  1. Definitions:
    1. "Contribution" means any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to Magento for inclusion in, or documentation of, any of the products or services owned or managed by Magento (the "Work"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication provided to Magento 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, Magento for the purpose of discussing, modifying, revising, and improving the Work, including identification of errors and/or issues and the remedy thereof.
    2. "Contributor", "you", or "your" means the copyright owner or legal entity authorized by the copyright owner that is entering into this Agreement.
    3. "Contributor Affiliate" means any past, present or future subsidiary, parent company, sister company, or other corporation, firm, business, partnership, joint venture or entity that controls, is controlled by, or is under common control of Contributor or any of its subsidiaries.
    4. "Control" means (i) the power, direct or indirect, to cause the direction or management of an entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares of an entity, or (iii) beneficial ownership of an entity.
    5. "Magento Affiliate" means any past, present or future subsidiary, parent company, sister company, or other corporation, firm, business, partnership, joint venture or entity that controls, is controlled by, or is under common control of Magento or any of its subsidiaries.
  2. License Grants:
    1. Grant of Copyright License. Subject to the terms and conditions of this Agreement, Contributor and Contributor Affiliates hereby grant to Magento, Magento Affiliates and all third party recipients of software, services, and all other information distributed by Magento as part of any Magento project, product or service 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 Contributions and such derivative works.
    2. Grant of Patent License. Subject to the terms and conditions of this Agreement, Contributor and Contributor Affiliates hereby grant to Magento, Magento Affiliates, and all third party recipients of software, services, and information distributed by Magento as part of any Magento project, product or service a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Contributions, where such license applies only to those patent claims licensable by Contributor that are necessarily infringed by Contributions alone or by combination with software and/or information related to any Magento project, product or service.
    3. Grant to Magento and Magento Affiliates. The rights conferred in this Agreement on Magento shall automatically and immediately extend to any entity that later becomes a Magento Affiliate or a part of Magento.
    4. Contributions. Contributor agrees to the terms and conditions of this Agreement for present and future Contributions, which Contributor submits to Magento. Except for the licenses granted herein, Contributor reserves all right, title, and interest in and to Contributor Contributions.
  3. Representations:
    1. Original Work. Contributor represents that each Contribution is Contributor’s own original creation and that Contributor is the copyright owner or legal entity authorized by the copyright owner of all Contributions.
    2. Ownership and Authority. Contributor represents that it is legally entitled to grant the licenses above and that the Contributions do not include any third party copyrights, patents, trade secrets, licenses, or other restrictions ("Third Party IP"), and that Contributor will not declare any dependencies on any open source projects, proprietary software or Third Party IP, unless Contributor has made a Complete Disclosure prior to or at the time of the Contribution submission.
    3. Complete Disclosure. If applicable, Contributor represents that each and every Contribution submission includes complete details of any third-party license or other restrictions associated with any part of the Contribution.
    4. Support. Contributor is not expected to provide support for Contributions, except to the extent Contributor desires to provide support. Contributor may provide support for free, for a fee, or not at all.
    5. Notification of any Change. You agree to notify Magento if any of the facts, circumstances or representations made herein are or become inaccurate in any respect.
  4. General:
    1. Waiver. Contributor waives all other claims of any nature, including express contract, implied-in-fact contract, or quasi-contract, arising out of any disclosure of the Contributions to Magento. As such, Magento is under no obligation to use or implement the Contributions in any respect.
    2. Competitive or Similar Materials. In no event shall Magento or Magento Affiliates be precluded from discussing, reviewing, developing for itself, having developed, or developing for third parties, materials which are competitive with those set forth in the Contributions irrespective of their similarity to the information in the Contributions, so long as Magento complies with the terms of this Agreement.
    3. Term. This Agreement shall remain in effect for a period of five (5) years from the Effective Date or until termination in writing by either party is delivered to the other party.
    4. Governing Law. This Agreement will be construed as if both parties jointly wrote it, governed by California law except for its conflicts of laws principles, and any cause of action arising under or relating to this Agreement must be brought exclusively in a court in Santa Clara County, California.
    5. Survival. Upon termination or expiration of this Agreement, all terms of the Agreement, including the license grants, shall remain in full force and effect, except that Contributor will no longer make submissions to Magento.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

Magento, Inc. Contributor
By:
By:
Name:
Name:
Title:
Title: