License Zero Relicense Agreement
Effective [•], Sponsor and Developer agree:
Developer is [•], based in [•] (ISO 3166-2).
Sponsor is [•], based in [•] (ISO 3166-2).
The Project is a computer software project, developed partially or entirely by Developer, for which Developer offers private licenses through licensezero.com. Developer describes it as follows: "[•]".
The Homepage of the Project is [•].
Developer's Contributions are the contributions Developer has made to the Project with the project identifier [•] in package metadata.
The Permissive License is the version of the Blue Oak Model License 1.0.0 currently published at https://blueoakcouncil.org/license/1.0.0.
The Payment is [•] United States Dollars.
Intellectual Property Rights means copyrights, patent rights, database rights, and rights in registrations and applications for Intellectual Property Rights.
Legal Action means any legal action or claim, ignoring the historical distinction between actions "in law" and "in equity".
As soon as practical after receipt of the Payment via licensezero.com, Developer agrees to:
relicense Developer's Contributions to the public on the terms of the Permissive License
retract licenses for Developer's Contributions from sale via licensezero.com
submit contributions to the Project updating notice files, header comments, and package metadata to reflect the new license terms for Developer's Contributions
if Developer can, release a new version of the Project with those updates
if Developer can, maintain the Project's updated source code for free-of-charge public access on the Internet at the Homepage or a page hyperlinked from it, while it is possible to do so at no cost, for 12 calendar months
Purpose of Obligations
The purpose of Developer's obligations in Relicensing is to make Developer's Contributions available as open source software, to Sponsor specifically and to the public generally.
Apart from under Relicensing, Developer does not agree to provide any services, related to the Project or otherwise. Developer may or may not make additional contributions to the Project in the future.
On receipt of payment, Developer licenses Intellectual Property Rights in Developer's Contributions, as well as any future contributions Developer makes to the Project without adding a new licensing identifier to package metadata, to Sponsor and the public. The terms of the license are those of the Permissive License, interpreted as an entirely independent legal document, without reference to these terms.
Purpose of License
The purpose of Developer's license in License is to give Sponsor the benefit of the Permissive License immediately on payment, even if Developer fails to meet their obligations under Relicensing.
Developer states that:
Developer has all the legal rights necessary to license Developer's Contributions under the Permissive License.
No one else has claimed any Intellectual Property Rights, liens, or other legal rights in Developer's Contributions.
As far as Developer knows, none of the Intellectual Property Rights in Developer's Contributions has been involved in any Legal Action.
Developer makes only the guarantees in Guarantees. With the exception of those guarantees, the only terms between Developer and Sponsor about rights to Developer's Contributions will be those of the Permissive License.
If Sponsor takes Legal Action against Developer related to the this agreement, under contract law, tort law, or any other kind of law, Sponsor's damages from Developer will be capped at the amount of the Payment that Sponsor paid Developer.
General Contract Terms
The law of the state where Sponsor is based governs all rights and duties under this agreement.
Sponsor and Developer agree to take Legal Action related to this agreement only in the state or national courts nearest Sponsor's headquarters, and to pay the other's attorney fees and costs if they lose in court.
This agreement lists all the terms that Sponsor and Developer intend to apply to relicensing of Developer's Contributions.
Neither Sponsor nor Developer can assign any right under this agreement without the other's written permission. Any attempt to assign has no legal effect.
Neither Sponsor nor Developer can delegate any duty under this agreement. Any attempt to delegate has no legal effect.
Developer indicates its agreement to these terms by the cryptographic signature of its agent. Sponsor indicates its agreement to these terms by initiation of the transaction via the agent, and making the Payment.