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

# Target Revenue Framework Contributor License Agreement

**Version 1, Candidate 1 (V1C1)**

---

> **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.

---

## 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).

---

## 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.