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| schema: foundry-doc-v1 | schema: foundry-doc-v1 |
| title: "Style guide — CLA" | title: "Style guide — CLA" |
| slug: style-guide-cla | slug: style-guide-cla |
| category: reference | category: reference |
| type: topic | type: topic |
| quality: complete | quality: complete |
| short_description: "Editorial standards for Contributor License Agreements (LEGAL-CLA genre) in the platform: canonical CLA authority, required sections, the patent-license discipline, and the factory-release-engineering review requirement." | short_description: "Editorial standards for Contributor License Agreements (LEGAL-CLA genre) in the platform: canonical CLA authority, required sections, the patent-license discipline, and the factory-release-engineering review requirement." |
| status: active | status: active |
| bcsc_class: public-disclosure-safe | bcsc_class: public-disclosure-safe |
| last_edited: 2026-05-24 | last_edited: 2026-05-24 |
| editor: pointsav-engineering | editor: pointsav-engineering |
| cites: [] | cites: [] |
| paired_with: style-guide-cla.es.md | paired_with: style-guide-cla.es.md |
| --- | --- |
| > A CLA transfers specific intellectual property rights from a contributor to the project. The canonical text is governed by factory-release-engineering — this template is for drafting or explaining one, not for executing one. | > A CLA transfers specific intellectual property rights from a contributor to the project. The canonical text is governed by factory-release-engineering — this template is for drafting or explaining one, not for executing one. |
| A **Contributor License Agreement** (LEGAL-CLA genre) is an agreement between a project and a contributor that grants the project the rights it needs to use, modify, and redistribute the contributor's work. A CLA is not a copyright transfer — the contributor retains copyright and grants a [[disclosure-substrate|license]]. Every CLA executed under this platform routes through `factory-release-engineering` governance before it binds any party. This article is the human-facing standard; the machine-readable counterpart lives in `service-disclosure/templates/cla.toml`. | A **Contributor License Agreement** (LEGAL-CLA genre) is an agreement between a project and a contributor that grants the project the rights it needs to use, modify, and redistribute the contributor's work. A CLA is not a copyright transfer — the contributor retains copyright and grants a [[disclosure-substrate|license]]. Every CLA executed under this platform routes through `factory-release-engineering` governance before it binds any party. This article is the human-facing standard; the machine-readable counterpart lives in `service-disclosure/templates/cla.toml`. |
| ## When to use this template | ## When to use this template |
| Use this template when: | Use this template when: |
| - An open-source project in `pointsav-monorepo` accepts external contributions and needs a contribution framework. | - An open-source project in `pointsav-monorepo` accepts external contributions and needs a contribution framework. |
| - A contributor's rights need to be explicit to satisfy a downstream licensing requirement. | - A contributor's rights need to be explicit to satisfy a downstream licensing requirement. |
| - A governance review of an existing CLA is needed for comparison against the canonical text. | - A governance review of an existing CLA is needed for comparison against the canonical text. |
| The canonical CLA text is maintained by `factory-release-engineering`. Do not draft a CLA for execution without routing it through [[style-guide-policy|governance review]]. | The canonical CLA text is maintained by `factory-release-engineering`. Do not draft a CLA for execution without routing it through [[style-guide-policy|governance review]]. |
| ## Structure | ## Structure |
| The template requires a header block and five sections: | The template requires a header block and five sections: |
| **Header block** (before any heading): | **Header block** (before any heading): |
| ``` | ``` |
| Agreement: Contributor License Agreement — <project name> | Agreement: Contributor License Agreement — <project name> |
| Contributor: <full legal name or entity name> | Contributor: <full legal name or entity name> |
| ``` | ``` |
| | Section | Purpose | | | Section | Purpose | |
| |---|---| | |---|---| |
| | **Definitions** | Three defined terms: Contribution (what the contributor submits), Project (what they contribute to), Contributor (who is agreeing). Defined exactly once. | | | **Definitions** | Three defined terms: Contribution (what the contributor submits), Project (what they contribute to), Contributor (who is agreeing). Defined exactly once. | |
| | **Grant of copyright license** | The specific copyright rights the Contributor grants the Project. Minimum: reproduce, prepare derivative works, publicly display, publicly perform, distribute. | | | **Grant of copyright license** | The specific copyright rights the Contributor grants the Project. Minimum: reproduce, prepare derivative works, publicly display, publicly perform, distribute. | |
| | **Grant of patent license** | Any patent rights the Contributor holds that are necessarily infringed by their Contribution, granted to the Project. Must include a defensive-termination clause: if the Contributor initiates patent litigation against the Project based on the Contribution, the patent license terminates. | | | **Grant of patent license** | Any patent rights the Contributor holds that are necessarily infringed by their Contribution, granted to the Project. Must include a defensive-termination clause: if the Contributor initiates patent litigation against the Project based on the Contribution, the patent license terminates. | |
| | **Representations** | The Contributor's representations that they have the right to make the Contribution — original authorship, employer consent where applicable, no conflicting agreements. Must be concrete, not vague ("I believe I have the right" is not sufficient). | | | **Representations** | The Contributor's representations that they have the right to make the Contribution — original authorship, employer consent where applicable, no conflicting agreements. Must be concrete, not vague ("I believe I have the right" is not sufficient). | |
| | **Scope** | What the agreement covers and what it explicitly does not — for example, that the Contributor retains copyright; that the agreement does not transfer moral rights in jurisdictions where these are inalienable. | | | **Scope** | What the agreement covers and what it explicitly does not — for example, that the Contributor retains copyright; that the agreement does not transfer moral rights in jurisdictions where these are inalienable. | |
| ## Register and tone | ## Register and tone |
| Legal-plain. Defined terms are capitalised. Active voice where possible. Representations must be stated precisely — vague claims reduce enforceability and create ambiguity about what the Contributor actually represents. | Legal-plain. Defined terms are capitalised. Active voice where possible. Representations must be stated precisely — vague claims reduce enforceability and create ambiguity about what the Contributor actually represents. |
| ## See also | ## See also |
| - [[style-guide-contract|Style Guide — Contract]] | - [[style-guide-contract|Style Guide — Contract]] |
| - [[style-guide-license-explainer|Style Guide — License Explainer]] | - [[style-guide-license-explainer|Style Guide — License Explainer]] |
| - [[style-guide-terms|Style Guide — Terms of Use]] | - [[style-guide-terms|Style Guide — Terms of Use]] |
| - [[language-protocol-substrate|Language Protocol Substrate]] | - [[language-protocol-substrate|Language Protocol Substrate]] |