===================================================================== == DO NOT PANIC! This is a draft for discussion purposes only. == == It has not yet been approved. It does not yet apply to any == == software distributed by the Apache Software Foundation. == == == == This would be executed when an entity donates an existing == == source code base to the ASF. == ==================================+================================== The Apache Software Foundation Software Grant License Agreement http://www.apache.org/licenses/ This License Agreement is entered into as of the ___ day of ____________, ______ by ___________________________ ("Licensor"), in favor of The Apache Software Foundation, a Delaware nonstock membership corporation (the "Foundation"), 1901 Munsey Drive, Forest Hill, MD 21050-2747, U.S.A. WHEREAS, Licensor owns or has sufficient rights to contribute the software source code and other related intellectual property as itemized on Exhibit A ("Software") under the terms of this agreement to the Foundation for use within Foundation software development projects ("Projects"). NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Subject to the terms and conditions of this License, Licensor hereby grants to the Foundation: (a) a perpetual, non-exclusive, worldwide, fully paid-up, royalty free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute the Software and such derivative works; and, (b) a perpetual, non-exclusive, worldwide, fully paid-up, royalty free, irrevocable (subject to the conditions in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Software and derivative works thereof, where such license applies only to those patent claims licensable by Licensor that are necessarily infringed by the Software alone. Licensor's patent grant above shall terminate with respect to any party that institutes patent litigation against the Licensor (including a cross-claim or counterclaim in a lawsuit) alleging that the Software constitutes direct or contributory patent infringement, as of the date such litigation is filed. 2. Licensor represents that, to Licensor's knowledge, Licensor is legally entitled to grant the above license. Licensor agrees to notify the Foundation of any facts or circumstances of which Licensor becomes aware and which makes or would make Licensor's representations in this License Agreement inaccurate in any respect. 3. Disclaimer of Warranty. This Software is provided on an "AS-IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. 4. Limitation of Liability. Under no circumstances and under no legal theory, whether in tort (including negligence), contract, or otherwise, shall the Licensor be liable to any person for any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or the use of the Software including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses. This limitation of liability shall not apply to liability for death or personal injury resulting from Licensor's negligence to the extent applicable law prohibits such limitation. This License Agreement is the entire agreement of the parties with respect to its subject matter, and may only be amended by a writing signed by each party. This License Agreement may be executed in one or more counterparts, each of which shall be considered an original. IN WITNESS WHEREOF, Licensor has executed this License Agreement as of the date first written above. LICENSOR: Signed By: ____________________________________________ Print Name: ____________________________________________ Title: ____________________________________________ Representing: ____________________________________________ ____________________________________________ ____________________________________________ Exhibit A List of software and other intellectual property covered by this agreement: