EsoCoreEsoCore

EsoCore Partner Contribution Agreement (PCA)

This Partner Contribution Agreement ("Agreement") is between Newmatik and EsoCore Contributors ("Project") and the Partner identified below ("Partner").

1. Definitions

  • "Contribution" means any code, documentation, designs, data, specifications, hardware schematics, PCB layouts, mechanical CAD, bill of materials (BOM), firmware, test artifacts, and any other material submitted by Partner or its personnel to the Project for inclusion in or with the Project, whether submitted via source control, file transfer, email, ticketing systems, or any other channel.

2. Assignment and License Back; Default Non‑Proprietary Rule

  • Partner hereby assigns to the Project owner (currently Newmatik for EsoCore) all worldwide right, title, and interest in and to the Contributions, including all intellectual property rights. Where assignment is not permitted by applicable law, Partner grants the Project an exclusive, transferable, sublicensable, perpetual, irrevocable, worldwide, royalty‑free license to exercise all rights in the Contributions, including patent rights.
  • The Project grants Partner a non‑exclusive, worldwide, royalty‑free license to use the Contributions, including in Partner’s products and services, under the Project’s standard open‑source license(s) (currently Apache 2.0).
  • Default rule: All Contributions provided in the course of collaboration are non‑proprietary to Partner and are assigned/licensed to the Project as above unless a specific item is explicitly identified in writing by the parties as excluded before submission.

3. Moral Rights and Patent Non‑Assert

To the fullest extent permitted by law, Partner waives and agrees not to assert any moral rights in the Contributions against the Project and its licensees. Partner further agrees not to assert, and to require its Affiliates not to assert, any patent claims against the Project or its downstream users based on use, reproduction, modification, or distribution of the Contributions, except for defensive counterclaims in response to a patent action first brought by such party.

4. Representations and Warranties (IP‑Free Contributions)

Partner represents that (a) it owns or controls the necessary rights in the Contributions; (b) Contributions do not include third‑party materials except as identified with compatible open‑source licenses; (c) Contributions are free of third‑party intellectual property claims to the best of Partner’s knowledge and belief; (d) Partner’s submission and the Project’s use of Contributions will not violate any agreement or law; and (e) individuals who submit on behalf of Partner are authorized to do so.

5. No Royalties; No Compensation

Contributions are provided royalty‑free. No fees or other compensation are owed by the Project unless expressly agreed in a separate written agreement.

6. Disclaimer; Limitation of Liability

Contributions are provided "AS IS" without warranties. Neither party will be liable for indirect, special, incidental, consequential, or punitive damages arising out of this Agreement.

7. Term and Termination

This Agreement is effective on the Effective Date below and continues until terminated by either party upon written notice. Rights already granted with respect to prior Contributions are perpetual and irrevocable.

8. Governing Law

Governing law and venue: Bad Kreuznach, Germany

9. Entire Agreement; Order of Precedence

This Agreement constitutes the entire agreement regarding Partner’s Contributions. If there is a conflict between this Agreement and the Apache 2.0 License for the Project, this Agreement governs Contributions and the Apache 2.0 License governs Project code generally.