Digital Twin Consortium Non Member Contribution and License Agreement: Other

Non-Member:

Representative(s):

Input:

Activity:

Non-Member, who is not a member of the Digital Twin Consortium, hereby agrees that he or she, or its Representative(s), shall present, submit or otherwise contribute the Input to the Digital Twin Consortium and its Members in connection with the above Digital Twin Consortium Activity, upon the following terms and conditions:

1. Non-Member owns the Input, or has sufficient rights in the Input to grant the copyright license below. No third party has rights that can affect the free use of the Input by the Digital Twin Consortium or require that it be named as an author of the Input.
2. The Input is not confidential, and neither Non-Member nor any other person has the right to require that the Input not be disclosed. To Non-Member's knowledge, no patent or trademark rights apply to any portion of the Input.
3. Except with respect to Input comprised of software code, Non-Member grants the Digital Twin Consortium a nonexclusive, irrevocable, sublicensable, royalty-free, paid up, worldwide license to use, copy and modify the Input; to make derivative works from it; and to publicly display, perform and distribute the Input and such modifications and derivatives, with appropriate attribution to Non-Member.
4. The Digital Twin Consortium shall own all copyrights in any compilation or derivative work created by the Digital Twin Consortium from the Input, except Input comprised of software code (but this shall not affect Non-Member's or other owner's rights to the Input).
5. With respect to Input comprised of software code, Non-Member accepts and agrees to abide by the Open Source Working Group Intellectual Property Policy attached as Exhibit A.
6. Non-Member grants the Digital Twin Consortium and its Members the right to use Non-Member's name or mark solely to identify the source of the Input.
7. Non-Member will notify the Digital Twin Consortium if it becomes aware that any of the above representations are incorrect. No person using the Input as permitted by the Digital Twin Consortium will be liable to Non-Member for copyright infringement or improper disclosure as a result of that use.
8. Non-Member shall indemnify and hold harmless the Digital Twin Consortium from any claims by a third party of infringement or misappropriation based on the Digital Twin Consortium's use of the Input as permitted hereby.
9. EACH PARTY PROVIDES ALL INFORMATION AND MATERIALS AS-IS. EXCEPT AS MAY ARISE UNDER A SEPARATE WRITTEN AGREEMENT OR FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS.
10. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, USA (excluding its choice of law rules). Both parties consent to the jurisdiction and venue of the state and federal courts sitting in Massachusetts to determine any disputes that may arise out of, under or in connection with this Agreement.

The individual signing or otherwise accepting below confirms that he/she has the authority and permission of Non-Member, and of any other known copyright owners of the Input (as disclosed above), to contribute the Input subject to the above terms. This Agreement is effective when accepted by the Non-Member, and may not be modified except in a writing signed by both parties.

By submitting this form, I agree that I have read and accept (i) the above terms and conditions, and (ii) the Object Management Group Inc. Privacy Policy, and I consent to the processing of my data for the purpose of using this service.

 

---

EXHIBIT A
Open Source Working Group Intellectual Property Policy

1. Persons contributing software code for use by the Digital Twin Consortium in an open source project acknowledge that the copyright in all such contributions ("Code Contributions") will be retained by the copyright holder as independent works of authorship and that no contributor or copyright holder will be required to assign copyrights in Code Contributions to the Working Group.
2. Except as described in Section 3, all Code Contributions to the Working Group are subject to the following:
1. All new inbound Code Contributions to the Working Group must be made using the license selected by the Working Group, with the approval of the Steering Committee, from among the "Popular" licenses approved by the Open Source Initiative (the "Working Group License"); for clarification, each open source Working Group may adopt a different form of OSI-approved license, subject to the approval of the Digital Twin Consortium Steering Committee.
2. All new inbound Code Contributions must also be accompanied by a Developer Certificate of Origin (http://developercertificate.org) sign-off in the source code system that is submitted through a contribution process that will bind the authorized contributor and, if not self-employed, the contributor's employer to the applicable license;
3. All outbound code distributed or developed by a Working Group ("Developed Code," which may consist of Code Contributions, of modifications or derivative works of Code Contributions, or of newly developed code) will be made available under the Working Group License.
4. Documentation will be received and made available by the Working Group under the Working Group License.
5. The Working Group may seek to integrate and contribute Developed Code back to other open source projects ("Upstream Projects"). In such cases, the Working Group will determine whether it is willing and able to conform to all license requirements of the Upstream Projects, including dependencies, leveraged by the Working Group. Upstream Project contributions of Developed Code not stored within the repository that holds the Working Group's Developed Code will comply with the contribution process and license terms for the applicable Upstream Project.
3. The Digital Twin Consortium Steering Committee may approve the use of an alternative license or licenses for inbound or outbound Code Contributions or other Developed Code on an exception basis. To request an exception, the Working Group will be required to describe the Code Contribution or Developed Code at issue, the alternative open source license(s), and the justification for using an alternative open source license for the Working Group. License exceptions must be approved by a two-thirds vote of the entire Digital Twin Consortium Steering Committee.