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Siemens Healthineers Contribution License Agreement for Corporate Contributors

Thank you for your interest in contributing to open source software projects made available by Siemens Healthcare GmbH or an entity owned or controlled directly or indirectly by Siemens Healthineers AG (“Siemens Healthineers”). When you sign this Contribution License Agreement (CLA), you give Siemens Healthineers the legal permission to use and distribute your contribution. You do not surrender ownership of your contribution, and you do not give up any of your rights to use your contribution elsewhere. This CLA (“Agreement”) is agreed to by the party signing below (“You”), and conveys certain license rights to Siemens Healthineers for Your contributions to Siemens Healthineers open source projects. Please note that the choice of license for the Project is solely with Siemens Healthineers and Siemens Healthineers cannot accept any contributions under different licenses. This Agreement is effective as of the signature date below.

  1. Definitions. “Code” means the computer software code, whether in human-readable or machine-executable form, that is delivered by You to Siemens Healthineers under this Agreement. “Project” means any of the projects owned or managed by Siemens Healthineers in which software is offered under an open source license approved by the Open Source Initiative (OSI). “Submit” is the act of uploading, submitting, transmitting, or distributing code or other content to any Project, 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 Project for the purpose of discussing and improving that Project. “Submission” means the Code and/or any other copyrightable material Submitted by You, including any associated comments and/or documentation, specifications, materials, feedback, information or other works of authorship.

  2. Your Submission. You must agree to the terms of this Agreement before making a Submission to any Project. This Agreement covers any and all Submissions that You, now or in the future (except as described in Section 4 below), Submit to any Project.

  3. Originality of Work. You represent that each of Your Submissions is entirely Your original work. Should You wish to Submit materials that are not Your original work , You shall ensure that any co-owner provides his consent to the content of this Agreement by co-signing this Agreement.

  4. Your Employer. References to “employer” in this Agreement include Your employer or anyone else for whom You are acting in making Your Submission, e.g. as a contractor, vendor, or agent. If Your Submission is made in the course of Your work for an employer or Your employer has intellectual property rights in Your Submission by contract or applicable law, You must secure permission from Your employer to make the Submission before signing this Agreement. In that case, the term “You” in this Agreement will refer to You and the employer collectively. If You change employers in the future and desire to Submit additional Submissions for the new employer, then You agree to sign a new Agreement and secure permission from the new employer before Submitting those Submissions.

  5. Licenses. a. Copyright License. You grant Siemens Healthineers, and those who receive the Submission directly or indirectly from Siemens Healthineers, a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license in the Submission to reproduce, prepare derivative works of, publicly display, publicly perform, make available to the public by wire or wireless means, and distribute the Submission and such derivative works, and to sublicense or transfer any or all of the foregoing rights to third-parties. b. Patent License. You grant Siemens Healthineers, and those who receive the Submission directly or indirectly from Siemens Healthineers, a perpetual, worldwide, non-exclusive, sublicensable, royalty-free, irrevocable (except as stated in this section) and transferable license under Your patent claims that are necessarily infringed by the Submission or the combination of the Submission with the Project to which it was Submitted to make, have made, use, offer to sell, sell and import or otherwise dispose of the Submission alone or with this Project and/or any successor Project. c. Other Rights Reserved. Each party reserves all rights not expressly granted in this Agreement. No additional licenses or rights whatsoever (including, without limitation, any implied licenses) are granted by implication, exhaustion, estoppel or otherwise.

  6. Representations and Warranties. You represent that You are legally entitled to grant the above licenses. You represent that each of Your Submissions is entirely Your original work (except as You may have disclosed under Section 3). You represent that You have secured permission from Your employer to make the Submission in cases where Your Submission is made in the course of Your work for Your employer or Your employer has intellectual property rights in Your Submission by contract or applicable law. You shall not Submit any personal data, i.e. any data subject to applicable data protection legislation, other than appropriate copyright notices as a part of Your Submission. If You are signing this Agreement on behalf of Your employer, You represent and warrant that You have the necessary authority to bind the listed employer to the obligations contained in this Agreement. You are not expected to provide support for Your Submission, unless You choose to do so. UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, AND EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN SECTIONS 3, 4, AND 6, THE SUBMISSION UNDER THIS AGREEMENT IS PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

  7. Notice to Siemens Healthineers. You agree to notify Siemens Healthineers in writing of any facts or circumstances of which You later become aware that would make Your representations in this Agreement inaccurate in any respect.

  8. Information about Submissions. You agree that contributions to Projects and information about contributions may be maintained indefinitely and disclosed publicly, including Your name and other information that You submit with Your Submission.

  9. Entire Agreement/Assignment. This Agreement is the entire agreement between the parties, and supersedes any and all prior agreements, understandings or communications, written or oral, between the parties relating to the subject matter hereof. This Agreement and all of its rights, obligations and licenses hereunder may be assigned by Siemens Healthineers.

By signing, You accept and agree to the terms of this Agreement for Your present and future Submissions to Siemens Healthineers. Siemens Healthineers’ acceptance is hereby declared and valid upon uploading the unchanged and signed document by You.

______ I am making Submissions in the course of work for my employer (or my employer has intellectual property rights in my Submissions by contract or applicable law). I have permission from my employer to make Submissions and enter into this Agreement on behalf of my employer who will confirm his approval by countersigning this Agreement below. The defined term “You” includes me and my employer.
Name of author (In case of multiple authors employed by same employer, you may add any contributor. Authors employed by a separate employer are not permitted to contribute under this CLA)
Corporate title
Date
Signature of author
GitHub/GitLab user
Email
Address
Company name (employer)
Name and corporate title of signatories
Date
Signature on behalf of company