Thank you for your interest in contributing to the OPC Foundation ("We" or "Us").

The purpose of this contributor agreement ("Agreement") is to clarify and document the rights granted by contributors to Us.

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, OR BY CONTRIBUTING MATERIALS TO US, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCEPT THIS AGREEMENT OR CONTRIBUTE MATERIALS TO US.

1. DEFINITIONS

"You" means you, if you are making a Contribution under this Agreement in your individual capacity, or the Legal Entity on behalf of whom you are making a Contribution under this Agreement.

"Legal Entity" means an entity that is not a natural person.

"Contribution" means any original work of authorship (including, but not limited to, software and/or documentation) including any modifications or additions to an existing work, Submitted by You to Us, in which You own the Copyright. If You do not own the Copyright in the entire work of authorship comprising a Contribution, You must notify Us at info@opcfoundation.org before Submitting such Contribution.

"Copyright" means all rights protecting works of authorship owned or controlled by You, including copyright, moral and neighboring rights, as appropriate, for the full term of their existence including any extensions.

"Material" means any software or documentation made available by Us to third parties. After You Submit the Contribution, it may be included in the Material.

"Submit" means an electronic communication sent to Us via source code control systems (including pull requests), and issue tracking systems that are managed by, or on behalf of, Us, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."

2. COPYRIGHT LICENSE

2.1 Subject to the terms and conditions of this Agreement, You hereby grant to Us a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license, with the right to transfer an unlimited number of non-exclusive licenses or to grant non-exclusive sublicenses to third parties, under the Copyright covering the Contribution to use the Contribution by all means, including, but not limited to, the right to:

• publish the Contribution in original or modified form,
• modify the Contribution, prepare derivative works based upon or containing the Contribution and combine the Contribution with other works,
• reproduce the Contribution in original or modified form, and
• distribute, make the Contribution available to the public, display and publicly perform the Contribution in original or modified form.

2.2 To the extent that any Copyright in any Contribution includes any moral or neighboring rights, You hereby irrevocably and unconditionally waive all enforcement of such rights against Us and each of our assigns, successors in interest and licensees. Notwithstanding the foregoing sentence, You may add your name in the header of the source code files of the Contribution and We will respect this attribution when using the Contribution.

3. PATENT LICENSE

Subject to the terms and conditions of this Agreement, You hereby grant to Us and to recipients of your Contributions or Materials a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, rent, offer to sell, sell, download, import, export, and otherwise transfer the Contribution, where such license is required to avoid the infringement of patent claims licensable by You that would necessarily be infringed by the use and distribution of the Contribution alone or by combination of the Contribution with any Material.

If any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Contribution, or the Material with which it has been combined, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Material shall terminate as of the date such litigation is filed.

If the litigation is withdrawn or otherwise settled then any patent licenses granted to that entity under this agreement shall be reinstated. It would be reinstated as of the date the litigation was settled or withdrawn.

4. YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

1. You are legally entitled to grant the licenses set forth in Sections 2 and 3;
2. the Contribution is Your original creation; and
3. to the extent that the Contribution is computer code, that such Contribution contains no viruses, Trojan horses, backdoors, malicious code or other programs that would allow anyone, including Us, access to computers or networks other than is fully documented and disclosed by Us within the relevant specifications We make available to the public.

5. DISTRIBUTION BY US

You acknowledge and agree that we may distribute the Contribution and Materials under the terms of any license approved by the Open Source Initiative or any other license approved by Us.

6. DISCLAIMER OF WARRANTIES

EXCEPT AS SET FORTH IN SECTION 4, THE CONTRIBUTION IS PROVIDED "AS IS". MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED BY YOU TO US AND BY US TO YOU, EXCEPT AS SET FORTH IN SECTION 4. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.

7. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU OR WE BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

8. Miscellaneous

8.1 This Agreement and all disputes, claims, actions, suits or other proceedings arising out of this agreement or relating in any way to it shall be governed by the laws of the State of Arizona, USA, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

8.2 This Agreement sets out the entire agreement between You and Us for the Contribution to Us and overrides all other agreements or understandings with respect to such Contributions.

8.3 If any provision of this Agreement is found void and unenforceable, such provision will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision and that is enforceable. The terms and conditions set forth in this Agreement shall apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy to the maximum extent possible under law.

8.4 You shall have the right to terminate this Agreement if We commit any material breach of this Agreement and fail to remedy such breach within sixty (60) days after written notice by You to Us of such breach.

8.5 Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Us of our obligationt o pay any fees that may be owed. Upon termination, We shall cease using the contribution for the current and future versions of the Material

8.6 You agree to notify Us of any facts or circumstances of which you become aware that would make this Agreement inaccurate in any respect.

8.7 No partnership or joint venture is created by this Agreement or the Contributions made hereunder.

8.8 No modification or supplement to this Agreement will arise with respect to existing Contributions unless expressly agreed to in writing by parties to this Agreement.