INDIVIDUAL CONTRIBUTOR AGREEMENT FOR OpenBACH
(“Contributor Agreement”)

Thank you for your participation in the OpenBACH Open Source Community (“OpenBACH Community”), an open source community originally created and sponsored by the “Centre National des Etudes Spatiales” (“CNES”) (the “CNES” being designed in this agreement as the “Steering Committee”).

“OpenBACH” is the name of the software engineering and research platform, including its documentation, the aim of which is to provide a benchmark of tests supervision/monitoring. It has been promoted afterwards by CNES as a reference open-source software tool for use within its research and development studies and activities in the domain of satellite communication systems and networks.

By distributing and making available the source codes of OpenBACH components “as is” under the terms and conditions of the GNU General Public License version 3 (“GPL”), the intention of the CNES is to facilitate its use and encourage any Contributions, improvement and perpetuation of OpenBACH for the benefit of the whole OpenBACH Community, the objective of the CNES being also to optimize and rationalize more the research and development in this domain, avoid duplication of efforts and therefore facilitate programs of new satellite solutions. In order to better exchange, share and learn information about OpenBACH, contributors will have also the possibility to participate to meetings organized and announced by the Steering Committee of OpenBACH Community on the web site http://www.openbach.org.

In this Contributor Agreement, “Contribution” shall mean any and all original work(s) of authorship, including any modifications, corrections, translations, adaptations, additions and/or new functions integrated into OpenBACH as well as any or all module, that is (intentionally) submitted by any copyright owner (whether individual or company) (« Contributor(s) »), by any electronic or written means, to the Steering Committee of OpenBACH Community, for possible inclusion in OpenBACH. This inclusion will be decided at the entire discretion of the Steering Committee of OpenBACH Community. (Nothing in this Agreement shall be deemed to require the Steering Committee of OpenBACH Community to include the Contribution in any OpenBACH version).

In order to submit Contribution to OpenBACH and to define the intellectual property rights granted with your Contribution, you must indicate your agreement to the terms of this Contributor Agreement by completing the information required in bottom formular and sending it.

Note that your name and email address may be visible worldwide via the internet.

PLEASE READ THIS DOCUMENT CAREFULLY AND RETAIN A COPY FOR YOUR PERSONAL RECORDS.

WHEREAS Contributor wishes to contribute certain intellectual property defined hereunder for possible inclusion to OpenBACH.

NOW THEREFORE, in the consideration of the mutual covenants set forth herein and intending to be legally bound, the parties agree as follows:

1. INTELLECTUAL PROPERTY RIGHT
   
   CNES remains the sole and exclusive copyright owner of OpenBACH Initial Work and except as provided for in the GPL v3, reserves all right, title and interest in and to its Initial Work. Any or all use of the Initial Work is subject to compliance with the terms and conditions under which CNES has elected to distribute its Initial Work and no one shall be entitled to modify the terms and conditions for the distribution of said Initial Work.
   
   This Agreement does not grant permission to use the trade names, trademarks, service marks, or product names of the Members of the Steering Committee , except for copyright notice to be reproduced and the name OpenBACH as required by the terms and conditions of GPL for reasonable and customary use in describing the origin of OpenBACH.
   
   This Contributor agreement is for your protection as Contributor as well as for the protection of the copyright owner of OpenBACH Initial Work and its users: it does not change your rights to use your own Contributions for any other purpose.
   
   By signing this Contributor Agreement, you hereby accept to grant to the Members of the Steering Committee of OpenBACH Community, for the whole term of the protection granted by the rights over your Contribution and only as far as necessary for implementation of your Contribution into OpenBACH, a worldwide, non-exclusive, transferable, royalty free, irrevocable copyright license to use, reproduce, alter, modify, prepare derivative works of, publicly display, publicly perform, and distribute (internally and externally in object code or source code form) your Contributions and such derivative works, with the right to sublicense all of these rights through multiple sub-licensees. By granting such rights to the Members of the Steering Committee, you accept that they may decide to include your Contributions or a part thereof, as is or modified, into OpenBACH and therefore apply the terms and conditions of GPL to your Contribution as new components included into OpenBACH. In any case, Members of the Steering Committee undertake not to use your Contributions otherwise as expressly permitted above in this Contributor Agreement or in a way that is contrary to the benefit or inconsistent with the interests of OpenBACH Community.
   
   Besides, if you own or come to own one or more patents protecting all or part of the functions of OpenBACH, their Contribution or of its components, you undertake not to enforce the rights granted by these patents against successive licensees using, exploiting or modifying OpenBACH. If these patents are transferred, you undertake to have the transferees subscribe to the same obligations set forth in this paragraph.


2. GOVERNANCE OF OpenBACH COMMUNITY
   
   The OpenBACH Community is governed and managed by a Steering Committee in charge of all technical and administrative decisions concerning OpenBACH.
   
   CNES as founders of OpenBACH Community and major contributors, are the first Members of such Steering Committee. Depending on their Contributions into OpenBACH, the Steering Committee may decide, by unanimous decision, to invite other important contributors to join the Steering Committee as new Members.


3. REPRESENTATIONS AND WARRANTIES / LIABILITY
   
   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 Contribution on behalf of that employer.
   
   You represent that each of your Contributions is your original creation. If not, complete details of any third party license or other restriction must be included in the required field if any in your Contributions submissions (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.
   
   Contributors acknowledge that the scientific and technical state-of-the art when OpenBACH Initial Work was distributed did not enable all possible uses to be tested and verified, nor the presence of possible defects to be detected. As far as permitted by applicable law, Members of the Steering Committee and Contributors will provide OpenBACH Initial Work and any 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.


4. LIABILITY OF THE STEERING COMMITTEE’S MEMBERS
   
   The Members of the Steering Committee’s liability is limited to the commitments made under this Contributor Agreement and shall not be incurred as a result of notably total or partial failure of Contributor to fulfil its obligations, direct or consequential loss suffered by Contributors due to the use or performance of OpenBACH. More generally, members of the Steering Committee shall have no liability for any incidental, consequential, special, exemplary and punitive damages, whether such claim is based on warranty, contract, tort (including negligence) or otherwise. In particular, any and all pecuniary or business loss (i.e. loss of data, loss of profits, operating loss, loss of customers or orders, any disturbance to business activities) or any or all legal proceedings instituted against Contributors by a third party shall constitute consequential loss and shall not provide entitlement to any compensation from Members of the Steering Committee.
   
   Members of the Steering Committee disclaims any and all liability as regards the Contributor’s use of the name OpenBACH. No warranty is given as regards the existence of prior rights over the name of OpenBACH or as regards the existence of a trademark.


5. EFFECTIVE DATE
   
   The effective date of this Agreement shall be the date of receipt of this Contributor Agreement, together with its formular, duly completed and signed by each Contributor, such date being confirmed by an automatic acknowledgement of receipt made by the administrator of OpenBACH web site.


6. GOVERNING LAW & DISPUTES
   
   This Contributor Agreement shall be governed by the laws of France. Parties agree to endeavour to seek an amicable solution to any disagreements or disputes that may arise during the performance of this Agreement.
   
   All disputes arising out of or in connection with the validity, interpretation, performance, non-performance or termination of this Contributor Agreement shall be submitted to the Paris Mediation and Arbitration Centre (CMAP) Rules of Mediation.
   
   Failing an amicable solution within three (3) months as from their occurrence, and unless emergency proceedings are necessary, the disagreements or disputes shall be referred to the Paris Court jurisdiction by the more diligent Party.