ARM TOSA SPECIFICATION CONTRIBUTION LICENCE
THIS CONTRIBUTION LICENCE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (EITHER A SINGLE INDIVIDUAL, OR SINGLE LEGAL ENTITY) AND ARM LIMITED ("ARM") TO ALLOW YOU TO PROVIDE CONTRIBUTIONS (AS DEFINED) TO ARM ON THE SPECIFICATION (AS DEFINED) ("CONTRIBUTION LICENCE").
THIS CONTRIBUTION LICENCE IS GRANTED ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS HEREIN. BY CLICKING "I AGREE" OR OTHERWISE PROVIDING CONTRIBUTIONS YOU INDICATE THAT YOU AGREE TO BE BOUND BY ALL THE TERMS OF THIS CONTRIBUTION LICENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS CONTRIBUTION LICENCE, ARM IS UNWILLING TO ENTER INTO THIS LEGAL AGREEMENT AND YOU SHOULD NOT PROVIDE ANY CONTRIBUTIONS TO ARM.
“Contributions” means all suggestions, comments, feedback, ideas, or know-how (whether in oral or written form) provided to ARM by You relating to the SPECIFICATION.
“Intellectual Property” means any patents, patent rights, trade marks, service marks, registered designs, topography or semiconductor mask work rights, applications for any of the foregoing, copyright, unregistered design right and any other similar protected rights in any country and to the extent recognised by any relevant jurisdiction as intellectual property, trade secrets, know-how and confidential information.
“CONTRIBUTOR” means You and your Subsidiaries (as applicable).
“Subsidiary” means, if You are a single entity, any company the majority of whose voting shares is now or hereafter owned or controlled, directly or indirectly, by You. A company shall be a Subsidiary only for the period during which such control exists
“SPECIFICATION” means the relevant TOSA specification, which has already been accessed and licensed to You under the public TOSA Specification Licence which accompanied the Specification
CONTRIBUTOR grants to ARM, under all Intellectual Property owned or controlled by CONTRIBUTOR, the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights:
CONTRIBUTOR hereby represents and warrants that it has power to cause all patents owned or controlled by CONTRIBUTOR or its affiliates to be licensed as set forth in this Contribution Licence. CONTRIBUTOR shall not knowingly give to ARM any Contributions it has reason to believe is subject to any Intellectual Property claim or right of any third party.
ARM shall be free to use, copy, disclose or otherwise distribute any Contributions to any third party or pursuant to the licence above without obligation or restriction of any kind.
This Contribution Licence shall remain in force until terminated by you or by ARM. Both parties may terminate this Contribution Licence at any time for any reason. Upon termination of this Contribution Licence, the provisions of Clauses 1, 2, and 3 in respect of any Contributions provided prior to Termination shall survive.
Any termination of this Contribution Licence in accordance with the provisions of Clause 4 shall be effective in respect of all Subsidiaries. Any rights granted to any Subsidiary hereunder shall automatically terminate upon such Subsidiary ceasing to be a Subsidiary.