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| schema: foundry-doc-v1 | |
| title: "Style guide — CLA" | |
| slug: style-guide-cla | |
| category: reference | |
| type: topic | |
| 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." | |
| status: active | |
| bcsc_class: public-disclosure-safe | |
| last_edited: 2026-05-24 | |
| editor: pointsav-engineering | |
| cites: [] | |
| 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 **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 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 | |
| Use this template when: | |
| - 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 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 governance review. | |
| ## Structure | |
| The template requires a header block and five sections: | |
| **Header block** (before any heading): | |
| ``` | |
| Agreement: Contributor License Agreement — <project name> | |
| Contributor: <full legal name or entity name> | |
| ``` | |
| | Section | Purpose | | |
| |---|---| | |
| | **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 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). | | |
| | **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 | |
| 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 | |
| - [[style-guide-contract|Style Guide — Contract]] | |
| - [[style-guide-license-explainer|Style Guide — License Explainer]] | |
| - [[style-guide-terms|Style Guide — Terms of Use]] | |
| - [[language-protocol-substrate|Language Protocol Substrate]] |