| Title | Version |
|---|---|
Momentum Contributor Agreement |
1.0 |
Thank you for your interest in contributing to the Momentum Open Source Software Components, which are managed by the Met Office.
In order to clarify the intellectual property rights granted with Contributions from any person or entity, the Met Office must have a Contributor Agreement ("CA" or "Agreement") that has been accepted by each contributor, indicating agreement to the terms below. Each contributing individual within a contributing organisation must personally sign the CA form.
This CA is for your protection as a contributor as well as the protection of the Momentum Open Source Software Components and its users.
To sign the CA, please enter your details in the CONTRIBUTORS.md file
located in the software repository. By adding your details, you confirm your
agreement to the terms of this CA. Once agreed, this constitutes a legally
binding agreement between You and the Met Office.
The Met Office will collect, use, and process your Personal Data to support the development of the Momentum Open Source Software Components, maintain records of Contribution ownership, and document the signing of the CA. Your Personal Data will be processed in accordance with the Met Office Privacy Policy and the UK and European Data Protection Laws (the DPA, the Data Protection Regulation (Regulation (EU) 2016/679) and the Law Enforcement Directive (Directive (EU) 2016/680)). The legal basis for processing is contractual necessity, as set out in the Privacy Policy. Personal Data processed by the Met Office will not be disclosed to third parties for marketing purposes. Your GitHub username will be published on a public website in order to permit Developers of Momentum Open Source Software Components to ascertain that Your Contribution is covered by a signed CA. Your Personal Data will be stored on a GitHub repository managed by the Met Office and may be transferred to another system. This may therefore result in the data leaving the UK / European Economic Area. For further information, please see GitHub Privacy Policy.
To end this Agreement please contact Scientific_Partnerships@metoffice.gov.uk. This will result in your GitHub username being removed from the public list of CA signees and will prevent further Contributions from You being accepted into Momentum Open Source Software Components. Please be aware that for the purpose of recording previous agreements covering Your existing Contributions, it is not possible to withdraw the signed agreements from the historical archive. This does not affect your rights as a data subject, as set out in the Privacy Policy.
You accept and agree to the following terms and conditions for Your past, present and future Contributions submitted to the Momentum Framework. In return, the Met Office shall not use Your Contributions in a way that is contrary to the interests of users of the Momentum Open Source Software Components.
1. Definitions and interpretation
1.1 Save where the context requires otherwise, the definitions and rules of interpretation in this Clause 1 apply to this Agreement.
"You" (or "Your") shall mean the copyright owner or legal entity authorised by the copyright owner that is making this Agreement with the Met Office. For legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity are considered to be a single contributor.
For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
"Contribution" shall mean any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to the Momentum Open Source Software Components. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to Momentum Consortium and/or the Met Office or their representatives or members, 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 Momentum Consortium for the purpose of discussing and improving the Momentum Framework, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution".
"Met Office" shall mean the Met Office, an Executive Agency of the Department for Science, Innovation and Technology of the United Kingdom of Great Britain and Northern Ireland ("DSIT"), whose principal place of business is situated at FitzRoy Road, Exeter, Devon EX1 3PB, United Kingdom, for and on behalf of DSIT.
"Met Office Proprietary Software Components" shall mean the Momentum software components owned and licensed by the Met Office on a proprietary basis.
"Momentum Framework" shall mean the Unified Earth Environment Prediction Framework components collectively, consisting of the Met Office Proprietary Software Components, the Momentum Open Source Software Components and the science configurations. The various Momentum Framework components are used to build prediction systems for weather and climate.
"Momentum Consortium" shall mean the consortium which was established by the Met Office and various other meteorological organisations to manage the development of Momentum.
"Momentum Open Source Software Components" shall mean the software components distributed under the Momentum name and/or logo, licensed pursuant to any form of Open Source Software Licence.
"Open Source Software Licence" shall mean any form of open-source software licence meeting the Open Source Initiative's open source definition from time to time (https://opensource.org).
"Parties" shall mean the Met Office and You.
"Working Day" shall mean a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
"Personal Data" shall have the meaning given in s.3 of the UK Data Protection Act 2018 ("DPA").
1.2 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
2 Copyright Assignment
2.1 Pursuant to and for the consideration set out in this Agreement, and on the condition and understanding that Met Office Open Source Software Components will be licensed by the Met Office to the end users under an Open Source Software Licence, as set out in Clause 3 of this Agreement, You hereby assign as a continuing obligation, into the name of the Met Office (on behalf of the Controller of His Majesty's Stationery Office and King's Printer), with full title guarantee ALL the copyrights in the Contribution, being the exclusive right to do and to authorise others to do any and all acts restricted by the Copyright, Designs and Patents Act 1988 in relation to the Contribution in the United Kingdom together with copyright and all other rights in all other countries of the world (and/or any similar rights in countries where such rights exist) for the whole term of such rights including extensions or renewals of such rights and including the right to sue for damages and other remedies in respect of infringements or any other cause of action arising from ownership of any of these assigned rights in the Contribution, whether occurring before, on, or after the date of this Agreement, TO HOLD unto the Met Office (on behalf of the British Crown) absolutely.
2.2 If moral rights apply to Your Contribution, to the maximum extent permitted by law, You waive, and if waiver is not possible, agree not to assert, such moral rights against the Met Office or any of the Met Office's licensees, either directly or indirectly.
2.3 To ensure the integrity, quality, applicability and usefulness of the Momentum Framework, the Met Office has strict vetting procedures in relation to Contributions to the Momentum Framework, so not all Contributions will be included as part of Momentum Open Source Software Components. Accordingly, You acknowledge that the Met Office is not obliged to use Your Contribution or any part of it.
3 Outbound Licence
3.1 The Met Office agrees, in consideration of Your grant of rights to the Met Office under Clause 2 of this Agreement, to license Your Contribution (as part of the Momentum Open Source Software Components) under the terms of the BSD 3-clause licence, or another similar permissive Open Source Software Licence, as may be decided by the Met Office.
3.2 Full details of the licence specified for the Momentum Open Source Software Components owned by the Met Office can be found in the LICENCE file of Momentum Open Source Software Components' source code repository.
3.3 You agree and acknowledge that the Met Office may license and distribute your Contributions under any subsequent version of the licence specified for the Momentum Open Source Software Components. Furthermore, You agree that the Met Office may change the licence from time to time to an alternative permissive Open Source Software Licence from the list maintained by the Open Source Initiative in order to suit the evolution of Momentum.
4 Warranties
4.1 You warrant that:
4.1.1 You own the copyright in the Contribution Submitted by You and that You can legally grant the rights set out in this Agreement;
4.1.2 the details recited above are correct and agree to execute, sign and do, and procure on the part of the authors the execution, signing and doing of all such further documents, acts, and things as the Met Office (on behalf of the British Crown) may require to vest fully in it the full legal title to and benefit of the copyright in the Contribution.
4.1.3 to the best of your knowledge and belief, Contribution Submitted by You does not and will not violate third party copyrights, trade marks, patents or other intellectual property rights.
4.2 You agree to notify the Met Office if You become aware of any circumstance which would make any of the warranties made in Clause 4.1 inaccurate in any respect.
5 Acknowledgement
5.1 The Met Office acknowledges that the Contribution Submitted by You is free of charge and is made for the benefit of the Momentum Consortium and the Momentum Framework as a whole. Accordingly, the Met Office acknowledges that, save for the warranties set out in Clause 4 above (which are necessary to enable the provenance of Momentum to be properly established), it accepts that all Contributions Submitted by You are "as is", without any express or implied warranties of any kind.
5.2 For the avoidance of doubt, as stated in Clause 2.3 above, the Met Office need not incorporate the whole or any part of Your Contribution in the Momentum Framework components.
6 Intellectual property rights infringement
If any third party makes any claim against You or any other entity, alleging that your Contribution, or the work to which you have contributed, infringes the intellectual property rights of that third party, then You shall inform the Met Office within five (5) Working Days of such claim in order for the Met Office to take all appropriate action it deems necessary in relation to the claim.
7 Legal entitlements
You represent that you are legally entitled to assign the rights in your Contribution. If your employer(s) holds rights to intellectual property that you create that includes your Contributions, you represent that you have received permission to make Contributions on behalf of that employer, or that your employer has waived such rights for your Contributions to the Momentum Open Source Software Components.
8 Contribution of Your creation(s)
You represent that each of Your Contributions is Your original creation and that you have not assigned or otherwise given up your interest in the Contribution to any third party. You represent that Your Contribution submissions include complete details of any third-party licence or other restriction (including, but not limited to, related patents and trade marks) of which you are personally aware and which are associated with any part of Your Contributions.
9 Notification
You agree to notify the Met Office of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect. You further agree to fully indemnify, and keep indemnified, the Met Office against any losses suffered as a result of any fraudulent or negligent misrepresentation made by you under Clauses 7 or 8.
10 Dispute resolution
10.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute arising between them out of or in connection with this Agreement within thirty (30) Working Days of the dispute arising.
10.2 If the dispute cannot be resolved, then the Parties shall attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution ("CEDR") Model Mediation Procedure from time-to-time in force.
10.3 To initiate the mediation a party to the Agreement must give notice in writing (the "ADR Notice") to the other party requesting mediation in accordance with this clause.
11 Mediation
11.1 The mediation is to take place not later than thirty (30) Working Days after the ADR Notice is received. If there is any issue concerning the conduct of the mediation upon which the Parties cannot agree within fourteen (14) Working Days of the ADR Notice being received, then CEDR shall, at the request of either party, decide the issue for the Parties, having consulted with them.
11.2 Unless otherwise agreed, all negotiations connected with the dispute and any settlement shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings.
11.3 If the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by both You and the Met Office.
11.4 If the Parties fail to reach agreement within sixty (60) Working Days of the initiation of the mediation, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts.
11.5 Nothing in this Agreement affects the right of You or the Met Office to apply to the court for urgent interim equitable relief (including, but not limited to, an injunction).
12 General
12.1 For the purposes of clarity: this Agreement constitutes a contract for copyright assignment and for a grant of licence, and not a contract of employment.
12.2 No waiver by either party of any of its rights under this Agreement shall release the other party from full performance of its other obligations stated herein.
12.3 Nothing in this Agreement shall be deemed to constitute, evidence, or comprise a partnership between the Parties or to constitute either party the agent of the other.
12.4 Neither party may assign its rights under this Agreement in whole or in part to any person, firm or company without the prior written agreement of the other party.
12.5 No amendment, waiver, or variation, of this Agreement, whether in whole or in part, shall be binding on the Parties unless set out in writing and signed by or on behalf of the Parties by their duly authorised representatives.
12.6 If any provision of this Agreement is held by a competent authority to be illegal, invalid, or unenforceable, whether in whole or in part, the validity of the remainder of the relevant provision and the remaining provisions shall not be affected or prejudiced.
12.7 Each party shall, at its own cost and expense, from time to time do or procure the execution of all documents as may be reasonably necessary in order to give effect to the provisions of this Agreement.
12.8 The Parties to this Agreement do not intend that any of its terms will be enforceable by any person not a party to it.
12.9 This Agreement shall be governed by and construed in accordance with the laws of the England and Wales.
12.10 The Parties irrevocably agree that the courts which are located in the United Kingdom shall, subject to Clause 10 and 11, have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, this Agreement or its subject matter or formation (including non-contractual disputes or claims).