CCLA

TidesDB Corp. - Corporate Contributor License Agreement (CCLA)
=====================================================================

This Corporate Contributor License Agreement ("Agreement") clarifies the
intellectual property license granted with contributions from a corporation or
other legal entity ("You") to projects owned and managed by TidesDB Corporation
("We", "Us", or "the Company"), a corporation incorporated under the laws of
Ontario, Canada.

This Agreement covers contributions to the TidesDB project and the TideSQL
project (collectively, the "Projects").

Please read this Agreement carefully. By signing this Agreement, You agree to
be bound by the terms below on behalf of the entity You represent.


1. Definitions
--------------

"Contribution" means any original work of authorship, including any modification
or addition to an existing work, that is intentionally submitted by You or any
of Your Designated Employees to a Project for inclusion in, or documentation of,
that Project.

"Submit" means any form of electronic, verbal, or written communication sent to
a Project or its representatives, including but not limited to source code,
documentation, issues, pull requests, and communications on mailing lists,
forums, or chat channels operated by the Project. A communication is not a
Contribution if it is conspicuously marked or otherwise designated in writing as
"Not a Contribution."

"Designated Employee" means any employee, contractor, or agent of Your entity
whom You authorize to make Contributions on Your behalf. You are responsible for
maintaining a current list of Designated Employees, which You may update by
written notice to the Company.


2. Grant of Copyright License
-----------------------------

You hereby grant to the Company, and to recipients of software distributed by
the Company, a perpetual, worldwide, non-exclusive, no-charge, royalty-free,
irrevocable copyright license to reproduce, prepare derivative works of,
publicly display, publicly perform, sublicense, relicense, and distribute
Contributions made by You and Your Designated Employees and such derivative
works, in source code and object code form, under any license terms the Company
chooses, including but not limited to the applicable Project's current
open-source license or any proprietary, commercial, or other open-source
license.


3. Grant of Patent License
--------------------------

You hereby grant to the Company, and to recipients of software distributed by
the Company, a perpetual, worldwide, non-exclusive, no-charge, royalty-free,
irrevocable (except as stated in this section) patent license to make, have
made, use, offer to sell, sell, import, and otherwise transfer any Contribution,
where such license applies only to those patent claims licensable by You that
are necessarily infringed by the Contribution alone or by combination of the
Contribution with the Project to which such Contribution was submitted.

If You or Your agent or exclusive licensee institute patent litigation against
any entity (including a cross-claim or counterclaim in a lawsuit) alleging that
a Project or a Contribution incorporated in a Project constitutes direct or
contributory patent infringement, then any patent licenses granted to You under
this Agreement for that Contribution or Project shall terminate as of the date
such litigation is filed.


4. Outbound License and Dual Licensing
---------------------------------------

You acknowledge and agree that the Company may distribute the Projects and
Contributions under any license or combination of licenses that the Company
selects, including but not limited to:

  (a) The current open-source license for TidesDB (Mozilla Public License
      v2.0);
  (b) The current open-source license for TideSQL (GNU General Public License,
      version 2);
  (c) Any future open-source license the Company may adopt for either Project;
  (d) A proprietary or commercial license offered by the Company.

This dual-licensing or multi-licensing right is a core purpose of this
Agreement. You understand that the Company may simultaneously offer the Projects
under open-source and commercial terms, and that Contributions may be included
in both open-source and commercial distributions.

This Agreement does not alter or reduce Your rights or the rights of Your
Designated Employees to use Contributions for any purpose.


5. Ownership
------------

You retain ownership of the copyright in Contributions made by You and Your
Designated Employees. This Agreement does not require You to assign copyright to
the Company. Nothing in this Agreement shall be construed as transferring
ownership of Contributions to the Company. The rights granted herein are
licenses, not assignments.


6. Moral Rights
---------------

To the fullest extent permitted by applicable law, You agree to cause Your
Designated Employees to irrevocably waive and agree not to assert any and all
moral rights they may have in their Contributions, including but not limited to
the right of integrity, the right of attribution, and the right to restrain
modification, as recognized under the Copyright Act (Canada) or any similar
laws in any jurisdiction. Where moral rights cannot be waived under applicable
law, You agree to ensure that such rights are not exercised in a manner that
would interfere with the Company's exercise of the rights granted in this
Agreement.


7. Representations and Warranties
----------------------------------

You represent and warrant that:

  (a) You are a legal entity duly organized and in good standing under the laws
      of Your jurisdiction of incorporation or formation.

  (b) The person signing this Agreement is authorized to do so on behalf of
      Your entity.

  (c) You have the authority to bind Your entity and Your Designated Employees
      to the terms of this Agreement.

  (d) Each Contribution made by You or Your Designated Employees is an original
      creation or You have sufficient rights to submit it under the terms of
      this Agreement.

  (e) You have taken all necessary steps to ensure that any intellectual
      property rights that Your entity may hold in Contributions made by Your
      Designated Employees (including rights arising under employment
      agreements, invention assignment agreements, or similar policies) are
      properly licensed under this Agreement.

  (f) You are not aware of any pending or threatened claims, liens, or
      encumbrances related to any Contributions that would limit or conflict
      with the licenses granted in this Agreement.

  (g) If a Contribution incorporates any work of a third party, the Designated
      Employee will identify the complete details of the third-party work,
      including its license, in the description accompanying the Contribution.


8. Designated Employees
-----------------------

You will maintain a list of Designated Employees authorized to make
Contributions on Your behalf. You may update this list at any time by written
notice to the Company. Only individuals identified as Designated Employees are
covered by this Corporate CLA. Contributions by individuals not on the list are
not covered by this Agreement and must be submitted under an Individual CLA.

Initial Designated Employees:

  Name                    GitHub Username         Email
  ______________________  ______________________  ______________________
  ______________________  ______________________  ______________________
  ______________________  ______________________  ______________________
  ______________________  ______________________  ______________________


9. No Support Obligation
------------------------

Neither You nor Your Designated Employees are expected to provide support for
Contributions unless separately agreed. Except as set forth herein, Contributions
are provided on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND,
either express or implied.


10. Governing Law and Dispute Resolution
-----------------------------------------

This Agreement is governed by and construed in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable therein, without
regard to conflict-of-law provisions. Any dispute arising under or in connection
with this Agreement shall be subject to the exclusive jurisdiction of the courts
of the Province of Ontario, Canada.


11. Entire Agreement and Amendments
------------------------------------

This Agreement constitutes the entire agreement between You and the Company
regarding Contributions by You and Your Designated Employees to the Projects
and supersedes all prior negotiations, representations, or agreements relating
to the subject matter hereof. The Company may update this Agreement from time to
time. Any updated terms will apply only to Contributions submitted after the
updated Agreement is published. Contributions submitted under a prior version of
this Agreement remain governed by that prior version.


12. Term and Termination
------------------------

This Agreement is effective upon execution and continues until terminated. Either
party may terminate this Agreement by giving thirty (30) days written notice to
the other party. Termination does not affect the licenses granted for
Contributions made prior to termination, which survive in perpetuity.


13. Acceptance
--------------

This Agreement is effective when signed by an authorized representative of Your
entity.


Entity name:              ____________________________________

Address:                  ____________________________________

                          ____________________________________

Authorized representative
  name:                   ____________________________________

Title:                    ____________________________________

Email:                    ____________________________________

Date:                     ____________________________________

Signature:                ____________________________________