target-revenue/specs/TRSL-ContributorLicenseAgreement-Draft.md

Target Revenue Framework Contributor License Agreement

Version 1, Candidate 1 (V1C1)

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PRELIMINARY CANDIDATE — SUBJECT TO CHANGE — NOT FINAL — DO NOT USE TO ACCEPT REAL CONTRIBUTIONS TO A GOVERNED MILESTONE RELEASE

This is the first working candidate of the Target Revenue Framework Contributor License Agreement ("Agreement" or "CLA"), the instrument CONTRIBUTING.md and history/260729-TRSL-ContributorRights-Research.md §5–§6 both identify as a precondition before any external contribution may be accepted into a governed Milestone Release. It is written as operative agreement text so it can be read and tested against real scenarios — not as a final, legally binding, or production-ready document.

This CLA implements history/260729-TRSL-ContributorRights-Research.md's recommendation: a CLA, not copyright assignment, scoped narrowly to (a) the Contribution's use under the Phase's current TRSL terms, and (b) the Contribution's automatic, irrevocable relicensing under that Phase's already-declared Future License at its Conversion Event — not an open-ended "any future license" grant, since the Future License is fixed at Phase declaration (working default Q3), not invented later.

Before any candidate of this Agreement can become an official Version 1.0 template:

1. it must pass specialist legal review in every jurisdiction where it will be used; not yet done — see SCOPE.md §1's alpha/beta legal-review deferral, which applies equally to this new document, not only the License/CUA;
2. every item listed in Appendix A — Candidate Notes below must be resolved or explicitly and knowingly accepted by the Licensor;
3. a human maintainer must explicitly accept it, per CONTRIBUTING.md's human-decision-gate policy.

Bracketed placeholders (e.g. [Project/Licensor Legal Name]) are normal template blanks to be filled in per deployment; they are distinct from the substantive open items tracked in Appendix A.

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1. Definitions

Terms defined in specs/TargetRevenueFrameworkCore.md §1 (Phase, Milestone Release, Initial Target, Development Credit, Remission Credit, Outstanding Target, Conversion Event, Future License) carry the same meaning here and are not redefined by this Agreement.

"Contribution" means any original work of authorship, including modifications or additions to existing work, intentionally submitted by You to the Project for inclusion in, or documentation of, a governed Milestone Release.

"Project" means [Project/Licensor Legal Name], the Licensor for the Phase(s) the Contribution may be incorporated into.

"You" (or "Your") means the individual or legal entity submitting a Contribution, and, if an entity, includes all other entities that control, are controlled by, or are under common control with that entity.

2. Grant of Copyright License (current Phase terms)

Subject to the terms of this Agreement, You grant to the Project and to recipients of software distributed under the current Phase's TRSL terms a perpetual, worldwide, non-exclusive, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions as part of the governed Milestone Release, under the terms of the applicable Phase's specs/TargetRevenueSourceLicense-V1C1.md-governed license text.

3. Grant of Future License Rights (Conversion Event)

This is the clause history/260729-TRSL-ContributorRights-Research.md §2 identifies as the gap an ordinary DCO does not cover. In addition to Section 2, You grant to the Project a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license to relicense Your Contribution, as part of the governed Milestone Release, under the Future License already declared in the applicable Phase Manifest at the time You submit Your Contribution (MIT or Apache-2.0, per working default Q3), effective automatically upon that Phase's Conversion Event, with no further action or consent required from You at that time.

This grant is intentionally narrow, not open-ended: it covers only the specific Future License already fixed in the Phase Manifest governing Your Contribution at submission time — not "any future license the Project might later choose." If a later Phase declares a different Future License, a new Contribution submitted under that later Phase is covered by this Agreement's grant with respect to that Phase's declared Future License, not retroactively for earlier Contributions.

4. Grant of Patent License

Subject to the terms of this Agreement, You grant to the Project and to recipients of software distributed under the applicable Phase's license terms (both the current TRSL terms and, upon Conversion Event, the declared Future License) a perpetual, worldwide, non-exclusive, royalty-free, irrevocable (except as stated in this Section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Contribution, where such license applies only to patent claims licensable by You that are necessarily infringed by Your Contribution alone or by combination of Your Contribution with the Milestone Release to which it was submitted. [Candidate note: modeled on Apache CLA §5 pattern; termination-on-litigation clause intentionally omitted from this draft pending legal review — flagged in Appendix A.]

5. Representations

You represent that:

• each Contribution is Your original creation, or You have sufficient rights to submit it under the terms of this Agreement (per Section 6 if submitted on behalf of an employer or other third party);
• You are legally entitled to grant the licenses in Sections 2–4;
• to Your knowledge, Your Contribution does not violate any third party's copyrights, patents, or other intellectual property rights, except as You have disclosed in writing to the Project at the time of submission.

6. Submissions on behalf of a third party

If Your employer(s) has rights to intellectual property You create, including Contributions, You represent that You have received permission to make Contributions on behalf of that employer, that Your employer has waived such rights for Your Contributions, or that Your employer has executed a separate corporate CLA with the Project. [Candidate note: a separate corporate/entity CLA variant is not drafted here — flagged in Appendix A as a possible future deliverable if entity-scale contribution becomes relevant.]

7. No obligation

The Project is under no obligation to accept or incorporate any Contribution into any Milestone Release.

8. Disclaimer of Warranty

UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, YOU PROVIDE YOUR CONTRIBUTIONS ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

9. Governing law and venue

[Adopted for alpha/beta 2026-07-29, consistent with License §11.1 and CUA §18: disputes arising under this Agreement shall be resolved by binding arbitration, seated at a neutral, arbitration-mature venue (Singapore or London candidates). The specific arbitral institution and substantive governing law remain a per-deployment blank pending final selection, now that the Licensor entity (Binky Hedgehog GmbH, specs/TRSL-Governance.md §1) is known — see history/260729-TRSL-Jurisdiction-Synthesis.md §2.]

10. Miscellaneous

This Agreement is the entire agreement between You and the Project concerning the Contributions You submit, and supersedes any prior agreements or understandings regarding the subject matter of this Agreement, except that this Agreement does not modify or supersede the terms of any separate Commercial Use Agreement You may have with the Project in a different capacity (e.g., as a Customer rather than a contributor).

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Appendix A — Candidate Notes (Non-Normative)

#	Section	Item	Status	Research basis
1	§4	Patent litigation termination clause (Apache CLA §5's usual companion clause) intentionally omitted from this draft	[LEGAL, OPEN]	Deliberately deferred rather than guessed at; add only after specialist review confirms the right scope for this framework
2	§6	Entity/corporate CLA variant not drafted	[OPEN], separate deliverable if needed	This document covers individual contributors submitting under Section 6's employer-permission model only
3	§9	Governing law and venue — institution/substantive law still blank	[LEGAL, OPEN]	Same status as License Appendix A item 6 / CUA Appendix A item 1, now unblocked by known Licensor jurisdiction (specs/TRSL-Governance.md §1) but not yet selected
4	(all)	Full specialist legal review in every jurisdiction of intended use	[LEGAL]	Deferred per SCOPE.md §1's alpha/beta risk-acceptance decision
5	(all)	No dedicated CLA-specific jurisdiction research performed	[OPEN]	history/260729-TRSL-ContributorRights-Research.md covered the CLA-vs-assignment structural question, not per-jurisdiction CLA enforceability — a narrower research pass than the License/CUA received

Promotion path: requires explicit human acceptance before being treated as adequate for accepting any real external contribution to a governed Milestone Release, per CONTRIBUTING.md's human-decision-gate policy — same standard already applied to the License/CUA V1C1 documents.