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DEVELOPER CERTIFICATE OF ORIGIN

Thank you for your interest in the open source software project(s) (the “Project”) maintained or managed by Morgan Stanley Services Group Inc. (“us” or “we”). The purpose of this Developer Certificate of Origin (the “DCO” or “Agreement”) is to define the intellectual property license granted by persons or entities that make Contributions (defined below) to the Project. You, <your name>, agree and certify as set forth in this Agreement. You may be contacted at <your email address>.

By submitting a Contribution, including but not limited to by pull request, you agree that you have read and understood this Agreement and you will be legally bound thereby. In consideration of the opportunity to participate in the community of Project contributors, you hereby agree to the following terms and conditions in connection with your present and future Contributions:

  1. Contributions:

    • The term “Contribution” means any source code, object code, patch, tool, sample, graphic, specification, manual, documentation, or any other material submitted by you to the Project.
    • A Contribution is “submitted” when any form of electronic, verbal, or written communication is sent to the Project, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Project for the purpose of discussing or improving software or documentation of the Project (“Communication”).
    • Each Communication that is conspicuously marked or designated by you in writing as “Not a Contribution” will not be considered a Contribution.
    • Any Contribution submitted by you to the Project will be under the terms and conditions of this Agreement without any additional terms or conditions.

  2. Grant of License: You hereby grant us and our affiliates, for purposes of the Project, and to recipients of software distributed by the Project:

    • a perpetual, irrevocable, non-exclusive, worldwide, fully paid-up, royalty-free, unrestricted license to exercise all rights (including sublicensing and commercial exploitation) under all worldwide copyrights, copyright applications and registrations in the Contribution; and
    • a perpetual, irrevocable, non-exclusive, worldwide, full paid-up, royalty-free patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer your Contribution and derivative works thereof, where such license applies only to those patent claims licensable by you or your affiliates that are necessarily infringed by your Contribution alone or by combination of your Contribution with the Project to which you submitted the Contribution.

  3. Ownership:

    • Except as set out above, you keep all right, title and interest in your Contribution.
    • You represent that:
      1. you are the owner of the Contribution or are otherwise legally entitled to grant the above licenses;
      2. if any third party, including your employer and/or its affiliates, has rights to any intellectual property included in your Contribution, then (i) each such third party has provided you written permission to make the Contribution as specified herein or a written waiver of such rights in and to your Contribution, [and (ii) such third party(ies) is/are <name of copyright holder(s)>];
      3. your Contribution is an original work created by you, and except for third parties who have given permission to make the Contribution as set forth above, to your knowledge, no other person or entity has claimed, claims, or has the right to claim any right whatsoever in the Contribution; and
      4. your Contribution includes complete details of any third party license(s) or other restriction(s) (including, but not limited to, related copyrights, patents and trademarks) of which you are aware and which are associated with any part of your Contribution, and of all matters required to be disclosed under such third party licenses (such as all applicable copyright, patent, trademark and attribution notices, and all modifications made to certain open source software).

  4. Notice; Inclusion; No Confidentiality:

    • You agree to notify us of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect. Notices and other communications to be sent as directed in the applicable Project
    • Neither we nor the Project is under any obligation to accept and include your Contribution, or to return it to you.
    • You will not, absent a separate written agreement signed by us, impose any confidentiality obligations on us, and we have not undertaken any obligation to treat any Contributions or other information you have or will give us as confidential or proprietary information.
    • You understand and agree that all Contributions including all personal information you submit with it may be maintained indefinitely and may be redistributed consistent with the applicable open source license(s).

  5. Effective Date: The rights that you grant to us under these terms are effective on the date you first submit a Contribution to us, even if your submission took place before the date you accept the terms of this Agreement.

  6. Governing Law; Entire Agreement: This Agreement is governed by the laws of the State of New York, without regard to its choice of law provisions, and by the laws of the United States. This Agreement sets forth the entire understanding and agreement between the parties, and supersedes any previous communications, representations or agreements, whether oral or written, regarding the subject matter herein. No alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless the same is set forth in writing signed by both parties. We may freely assign our rights or obligations under this Agreement.