BY AND BETWEEN

52° North Initiative for Geospatial Open Source Software GmbH
Martin-Luther-King-Weg 24
48155 Muenster, Germany
represented by its managing directors
Dr. Andreas Wytzisk and Dr. Albert Remke

- hereinafter referred to as „52° North“ -

and

- hereinafter referred to as „Developer“-.

Recitals

The 52° North Initiative for Geospatial Open Source Software GmbH (in short: 52° North) is an open initiative that promotes the conception, development and application of free and open source geospatial software for research, education/training and practical application.

The company acts as a non-profit organization. Any revenues must be used for the promotion of science and research, education and training in the field of geoinformatics, the promotion of mutual transfer of knowledge between the fields of research and practical application, and the improvement of the availability of geoinformation technology and technology competence in developing and transformation countries, in particular through the work of the 52°North Initiative (“support of science and research in geoinformatics”). 52°North supports the cooperative development of free and open source geospatial software by providing management and technical resources, quality management and maintenance of internal communication and public relations for the international 52°North developer community.

In particular, 52° North provides legal security for developers and users of 52°North software. All developers’ rights in the software, whether from an individual or an institution, will be transferred to the 52° North free of charge for the purpose of contributing to cooperative software development.

All of 52°North products are published under the GNU General Public License (GPL). In addition, 52°North defines a dual licensing model, which enables companies to legally integrate 52°North software in their proprietary software products. The licensing revenues will serve to support science and research in geo-informatics.

Developers are free to contribute to the software developments initiated and administrated by 52°North. In order to aggregate the rights of the developments in one single hand and to enable dual licensing models, 52°North accumulates the rights in all contributions to the software developments.

Now, THEREFORE, the parties hereby agree as follows:

1  Definitions

* "Contribution” means any modification of the Software or derivative work made by Developer or any independent program intended to run with the Software;
* “Derivative Work” means any extension, shortening and/or alteration of the Software;
* “Developer” means the developer who signed this Agreement or the organization that employs the developer, respectively;
* “Distribution” means any form of distribution to the public by sale or otherwise, including rental;
* “Proprietary” means any use of the Software under terms and conditions that are not corresponding to the Free Software Definition or the Open Source Definition;
* “Software” means all computer programs published by 52°North.

2  Subject Matter of the Agreement

2.1   Developer is participating in the development of 52°North software. Through this Agreement, Developer grants to 52°North comprehensive rights and licenses in the software that Developer has contributed by uploading it into a source code repository of 52°North.

2.2  There are personal accounts provided for developers on the website of 52°North, and Developer is allowed to offer his developments to 52°North via this contribution system. Whenever Developer provides software via 52°North’s contribution system, Developer agrees to license the rights in that software according to this Agreement.

3  Grant of Rights

3.1  Developer grants to 52°North the exclusive worldwide and perpetual right

* to publish the Contribution,
* to modify the Contribution, to prepare derivative works based upon or containing the Contribu-tion and to combine the Contribution with other software code,
* to reproduce the Contribution,
* to distribute copies of the Contribution in modified or unmodified form,
* to make the Contribution available to the public in modified or unmodified form.

The grant of rights covers all kind of intellectual or industrial property the Developer acquires in the Contribution.

3.2  52°North shall be entitled to grant non-exclusive licenses or sublicenses to third parties; the licenses may be proprietary or free. In the case of proprietary licensing, 52°North shall use the license fees received for supporting science and research in geoinformatics.

3.3  52°North grants back to Developer the non-exclusive and sub-licensable worldwide and perpetual right to use the Contribution to the extent set forth in Sec. 3.1.

4  Compensation

Developer delivers the Contribution and grants the rights and licenses in the Contribution free of charge and without any royalties.

5  Obligations of 52°North

5.1  If 52°North decides to publish the Contribution, the Contribution shall in any case be licensed under the terms and conditions of the GNU General Public License (GPL), version 2 or any later version, the latter at 52°North’s discretion.

5.2  In case 52°North does not publish the Contribution within two (2) months after the Developer has transmitted the Contribution to 52°North, all rights and licenses granted to 52°North under Section 3 of this Agreement will expire automatically.

5.3  52°North shall respect the moral rights of the Developer. Therefore, 52°North will refer to the Developer’s name or pseudonym within the source code published by 52°North.

6  Enforcement of rights

Infringement proceedings shall be handled by 52°North. Possible litigation costs shall be borne by 52°North. If 52°North does not wish to initiate and carry through infringement proceedings, Developer may do so in his own behalf and at his own expense. In that event, 52°North will provide Developer with the necessary declarations for a representative action.

7  Warranty

7.1  Developer guarantees that he is the only and exclusive owner of rights in the Contribution and that he is entitled to grant the rights and licenses as under this Agreement. Developer further guarantees that he has not granted any exclusive license to any third party regarding the Contribution and the rights and licenses granted under this Agreement. In case Developer has developed the Contribution within the scope of his employment or an order, he is to ensure that both employer and employee, principal and agent, sign this Agreement before the Contribution is transmitted to 52°North.

7.2  All other warranties are specifically excluded. Developer provides the Contribution on an “as is” basis, without any warranty of the usability, usefulness or merchantability, and of fitness for a particular purpose.

8  Liability

8.1  Claims for damages and claims for compensation against Developer shall be excluded irrespective of their legal basis, unless the damage was caused wilfully. This restriction does not apply to liability that regards claims for damages arising out of guarantees given under this Agreement.

8.2  Claims for damages and claims for compensation against 52°North shall be excluded irrespective of their legal basis, unless the damage was caused wilfully or by gross negligence on the part of 52°North.

9  Term

9.1  This Agreement shall come into effect upon signature of both parties.

9.2  Both parties shall have the right to terminate the Agreement in written form for important reasons. It is deemed as an important reason if the terminating party, taking into consideration all circumstances of the individual case and appreciating both parties’ respective interests, cannot be expected to continue the contractual relationship until this Agreements ends or is terminated under a regular period of notice. Where the important reason consists of a violation of a contractual obligation, the termination is generally only possible after setting a time limit for a rectification or remedy regarding the violation and after such time limit has expired to no avail. The party entitled to terminate the Agreement can only do so within a reasonable period of time after it has taken cognisance of the important reason.

9.3   Otherwise, this Agreement may not be terminated by Developer except if 52°North does not publish the Contribution as set forth in Section 5.1 of this Agreement. The notice of termination must be provided to 52°North in written form.

9.4   In the event of a termination of this Agreement, Sections 6, 7, 9, 10 and 11 shall survive such termi-nation and shall remain in full force thereafter.

10  Choice of Law

This Agreement shall be governed by and construed in accordance with the laws of the Federal Re-public of Germany, specifically excluding the application of principles of conflict of laws.

11  Court of Jurisdiction

All disputes arising out of or in connection with this Agreement shall be subject to the exclusive juris-diction of the courts of Muenster, Germany.

12  General Provisions

12.1   The terms and conditions of this Agreement constitute the entire Agreement between the parties with respect to the subject matter hereof and supersede all prior understandings and agreements relating to the subject matter of this Agreement.

12.2   No amendment to this Agreement shall be valid, unless made in writing and signed by all of the par-ties hereto.

12.3   If any term or provision of this Agreement is construed to be or adjudged invalid, void or unenforceable, the remaining terms and provisions will remain in full force and effect. The invalid term or provision will be modified in such manner as to cause this Agreement to be valid and enforceable while preserving to the maximum extent possible the terms, conditions and benefits as negotiated by the parties; the same shall be done in case of a gap.

12.4   No failure or delay by either party in exercising any right or remedy under this Agreement shall oper-ate as or be deemed to be a waiver of any such right or remedy.

Developer

Signature:

Name:

Date:

52°North

Signature:

Managing Director: Dr. Andreas Wytzisk/Dr. Albert Remke

Date:

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