Draft of Chicago's Contributor Licensing Agreement

chicago-cla-v1

City of Chicago
Individual Contributor License Agreement ("Agreement") 
======================================================

Thank you for your interest in [Project Name] by the City of Chicago (the "City"), 
a municipal corporation and home rule unit of local government existing under the 
Constitution of the State of Illinois. In order to clarify the intellectual property 
license granted with Contributions from any person or entity, the City must have a 
Contributor License Agreement ("CLA") on file that has been signed by each Contributor, 
indicating agreement to the license terms below. This license is for your protection 
as a Contributor as well as the protection of the City and its users; it does not 
change your rights to use your own Contributions for any other purpose.

You accept and agree to the following terms and conditions for Your present and 
future Contributions submitted to the City. In return, the City shall not use Your 
Contributions in a way that it believes is contrary to the public benefit. Except for 
the license granted herein to the City and recipients of software distributed by the 
City, You reserve all right, title, and interest in and to Your Contributions.

1. Definitions.

"You" (or "Your") shall mean the copyright owner or legal entity authorized by the 
copyright owner that is making this Agreement with the City. For legal entities, the 
entity making a Contribution and all other entities that control, are controlled by, 
or are under common control with that entity are considered to be a single Contributor. 
For the purposes of this definition, "control" means (i) the power, direct or indirect, 
to cause the direction or management of such entity, whether by contract or otherwise, 
or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) 
beneficial ownership of such entity.

"Contribution" shall mean any original work of authorship, including any modifications 
or additions to an existing work, that is intentionally submitted by You to the City for 
inclusion in, or documentation of, any of the products owned or managed by the City (the 
"Work"). For the purposes of this definition, "submitted" means any form of electronic, 
verbal, or written communication sent to the City 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, the City for the purpose 
of discussing and improving the Work, but excluding communication that is conspicuously 
marked or otherwise designated in writing by You as "Not a Contribution."

2. Grant of Copyright License. Subject to the terms and conditions of this Agreement, 
You hereby grant to the City and to recipients of software distributed by the City 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.

3. Grant of Patent License. 

Subject to the terms and conditions of this Agreement, You hereby grant to the City and 
to recipients of software distributed by the City 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. 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.

4. You represent that you are legally entitled to grant the above license. If your employer(s) 
has rights to intellectual property that you create that includes your Contributions, you represent 
that you have received permission to make Contributions on behalf of that employer, that your employer 
has waived such rights for your Contributions to the City, or that your employer has executed a 
separate Corporate CLA with the City.

5. You represent that each of Your Contributions is Your original creation (see section 7 for 
ubmissions on behalf of others). You represent that Your Contribution submissions include complete 
details of any third-party license or other restriction (including, but not limited to, related 
patents and trademarks) of which you are personally aware and which are associated with any part 
of Your Contributions.

6. You are not expected to provide support for Your Contributions, except to the extent You desire 
to provide support. You may provide support for free, for a fee, or not at all. Unless required by 
applicable law or agreed to in writing, You provide Your Contributions on an "AS IS" BASIS, WITHOUT 
WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any 
warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.

7. Should You wish to submit work that is not Your original creation, You may submit it to the City 
separately from any Contribution, identifying the complete details of its source and of any license or 
other restriction (including, but not limited to, related patents, trademarks, and license agreements) 
of which you are personally aware, and conspicuously marking the work as "Submitted on behalf of a 
third-party: [named here]".

8. You agree to notify the City of any facts or circumstances of which you become aware that would make 
these representations inaccurate in any respect.

9. You agree that this Agreement will be governed in accordance with the laws of the State of Illinois, 
without regard to choice of law principles,  and agree that any legal action, suit or proceeding that in 
any way arises out of this Agreement (“Proceeding”) must be litigated exclusively in the Circuit Court of 
Cook County of the State of Illinois or the federal courts of the Northern District of the State of Illinois 
(“Illinois Courts”). You hereby irrevocably and unconditionally:

Submit to the jurisdiction of the Illinois Courts for any Proceeding;
+ Agree not to commence any Proceeding, except in the Illinois Courts;
+ Waive, and agree not to plead or to make any objection to the venue of any Proceeding in the 
Illinois Courts;
+ Waive, and agree not to plead or to make, any claim that any Proceeding brought in the Illinois 
Courts has been brought in an improper or otherwise inconvenient forum; and
+ Waive, and agree not to plead or to make, any claim that the Illinois Courts lack personal 
jurisdiction over You. 

10. The invalidity, illegality, or unenforceability of any one or more phrases, sentences, clauses, 
or sections in this Agreement does not affect the remaining portions of this Agreement.