Individual Contributor Agreement
Thank you for your interest in contributing to a Couchbase open-source
project including, but not limited to, Couchbase Server and Couchbase Lite
(collectively, the "Couchbase Projects"). Couchbase, Inc. ("Couchbase") is
very interested in receiving your contribution to the Couchbase Projects.
However, in order to participate, we need to confirm how the rights in your
contribution ("Your Contributions") will be allocated. Following the practices
of other open-source companies, Couchbase requests that you assign the
copyrights and patents in Your Contributions to Couchbase (with a license back
to you to use it in any way that you please). Couchbase requires that you have
a Contributor Agreement on file prior to using any of Your Contributions. This
Contributor Agreement is to make clear the rights between the parties. If you
have not sent us a signed Contributor Agreement, please review and sign the
Contributor Agreement and send a scanned image to info@Couchbase.com, or send
an original by regular mail to Couchbase, Attn: Legal, Couchbase, Inc., 3250
Olcott Street, CA, 95054. Please read this Contributor Agreement carefully
before signing and keep a copy for your records.
In consideration for the potential inclusion of Your Contributions in the
Couchbase Projects and the license back, you agree to the following terms and
- The term "Your Contributions" means all of your past, present and future
contributions of object code, source code, documentation, original work of
authorship (including any modifications or additions to an existing work) that
are submitted by You to Couchbase, however submitted to Couchbase, excluding
any submissions that are conspicuously marked or otherwise designated in
writing by you as "Not a Contribution."
- You assign all right, title and interest worldwide in all patents,
inventions copyrights and related moral rights ("IP Rights") for the full term
of their existence in and to Your Contributions to Couchbase and Couchbase
shall be able to record this assignment. If the moral rights are not
assignable, you agree to waive their enforcement against Couchbase and its
sublicensees, either direct or indirect. However, at the same time, Couchbase
grants to you a non-exclusive, perpetual, irrevocable, worldwide, royalty
free, transferable IP Rights license to reproduce, prepare derivative works
of, distribute (internally and externally, in object code and, if included in
Your Contributions, source code form), make, use, sell, offer for sale,
publicly perform and publicly display Your Contributions, with the right to
sublicense all of these rights through multiple tiers of sublicensees. The
intention of the parties is that this license to Your Contributions will be as
broad as possible and to provide you with rights as similar as possible to the
rights of the owner of the IP Rights. This license is limited to Your
Contributions and does not provide any rights to the Couchbase Projects.
- You represent that you are legally entitled to assign the rights and grant the
license set forth in paragraph 2. If your employer(s) or third parties have
rights to intellectual property that you create, you represent that you have
received permission to make Your Contributions on behalf of that employer or
third party, or that your employer or that third party has waived such rights
for Your Contributions to Couchbase.
- You represent that, except as disclosed in Your Contribution
submission(s), each of Your Contributions is your original creation. You
represent that Your Contribution submission(s) include complete details of any
license or other restriction (including, but not limited to, related patents,
copyrights and trademarks) associated with any part of Your Contribution(s)
(including a copy of any applicable license agreement). You agree to notify
Couchbase of any facts or circumstances of which you become aware that would
make your representations in this Agreement inaccurate in any respect.
- You provide Your Contributions AS IS, WITHOUT WARRANTY OF ANY KIND AND
DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT. Similarly, the license back to Your Contributions is
provided AS IS, WITHOUT WARRANTY OF ANY KIND AND DISCLAIMS THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR ANY CONSEQUENTIAL,
SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF
YOUR CONTRIBUTIONS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
- IN NO EVENT WILL YOU OR COUCHBASE HAVE ANY LIABILITY FOR ANY CLAIM,
WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY.
- This Contributor Agreement shall be governed by the laws of the State of
California as such laws are applied to agreements entered into and to be
performed entirely within California between California residents and by the
laws of the United States. You agree that the United Nations Convention on
Contracts for the International Sale of Goods (1980) is hereby excluded in its
entirety from application to this Contributor Agreement. In the event of
invalidity of any provision of this Contributor Agreement, the parties agree
that such invalidity shall not affect the validity of the remaining portions
of this Contributor Agreement. This Contributor Agreement is the entire
agreement between you and Couchbase relating to the subject matter of this
Contributor Agreement which supersedes any prior agreement, whether written or
oral, and may be amended only by a writing signed by both parties. This
Contributor Agreement can be assigned by either party.
This Agreement is effective as of the date of signature below.
Acknowledged and Agreed: