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| 1 | +DEVELOPER CERTIFICATE OF ORIGIN |
| 2 | +=============================== |
| 3 | + |
| 4 | +Thank you for your interest in the open source software project(s) (the “Project”) maintained or managed by |
| 5 | +Morgan Stanley Services Group Inc. (“us” or “we”). The purpose of this Developer Certificate of Origin (the “DCO” or |
| 6 | +“Agreement”) is to define the intellectual property license granted by persons or entities that make Contributions |
| 7 | +(defined below) to the Project. You, Mani Dhamodharan, agree and certify as set forth in this Agreement. You may be |
| 8 | +contacted at <...>@morganstanley.com. |
| 9 | + |
| 10 | +By submitting a Contribution, including but not limited to by pull request, you agree that you have read and |
| 11 | +understood this Agreement and you will be legally bound thereby. In consideration of the opportunity to |
| 12 | +participate in the community of Project contributors, you hereby agree to the following terms and conditions in |
| 13 | +connection with your present and future Contributions: |
| 14 | + |
| 15 | +1. **Contributions:** |
| 16 | + |
| 17 | + * The term “Contribution” means any source code, object code, patch, tool, sample, graphic, specification, manual, |
| 18 | + documentation, or any other material submitted by you to the Project. |
| 19 | + * A Contribution is “submitted” when any form of electronic, verbal, or written communication is sent to the Project, |
| 20 | + including but not limited to communication on electronic mailing lists, source code control systems,and issue |
| 21 | + tracking systems that are managed by, or on behalf of, the Project for the purpose of discussing or improving |
| 22 | + software or documentation of the Project (“Communication”). |
| 23 | + * Each Communication that is conspicuously marked or designated by you in writing as “Not a Contribution” will |
| 24 | + not be considered a Contribution. |
| 25 | + * Any Contribution submitted by you to the Project will be under the terms and conditions of this Agreement |
| 26 | + without any additional terms or conditions. |
| 27 | + |
| 28 | +2. **Grant of License:** You hereby grant us and our affiliates, for purposes of the Project, and to recipients of |
| 29 | +software distributed by the Project: |
| 30 | + |
| 31 | + * a perpetual, irrevocable, non-exclusive, worldwide, fully paid-up, royalty-free, unrestricted license to |
| 32 | + exercise all rights (including sublicensing and commercial exploitation) under all worldwide copyrights, |
| 33 | + copyright applications and registrations in the Contribution; and |
| 34 | + * a perpetual, irrevocable, non-exclusive, worldwide, full paid-up, royalty-free patent license to make, have |
| 35 | + made, use, offer to sell, sell, import, and otherwise transfer your Contribution and derivative works thereof, |
| 36 | + where such license applies only to those patent claims licensable by you or your affiliates that are necessarily |
| 37 | + infringed by your Contribution alone or by combination of your Contribution with the Project to which you |
| 38 | + submitted the Contribution. |
| 39 | + |
| 40 | +3. **Ownership:** |
| 41 | + |
| 42 | + * Except as set out above, you keep all right, title and interest in your Contribution. |
| 43 | + * You represent that: |
| 44 | + |
| 45 | + * you are the owner of the Contribution or are otherwise legally entitled to grant the above licenses; |
| 46 | + * if any third party, including your employer and/or its affiliates, has rights to any intellectual property |
| 47 | + included in your Contribution, then (i) each such third party has provided you written permission to make the |
| 48 | + Contribution as specified herein or a written waiver of such rights in and to your |
| 49 | + Contribution, **[and (ii) such third party(ies) is/are <name of copyright holder(s)>]**; |
| 50 | + * your Contribution is an original work created by you, and except for third parties who have given permission |
| 51 | + to make the Contribution as set forth above, to your knowledge, no other person or entity has claimed, |
| 52 | + claims, or has the right to claim any right whatsoever in the Contribution; and |
| 53 | + * your Contribution includes complete details of any third party license(s) or other restriction(s) |
| 54 | + (including, but not limited to, related copyrights, patents and trademarks) of which you are aware and |
| 55 | + which are associated with any part of your Contribution, and of all matters required to be disclosed under |
| 56 | + such third party licenses (such as all applicable copyright, patent, trademark and attribution notices, |
| 57 | + and all modifications made to certain open source software). |
| 58 | + |
| 59 | +4. **Notice; Inclusion; No Confidentiality:** |
| 60 | + |
| 61 | + * You agree to notify us of any facts or circumstances of which you become aware that would make these |
| 62 | + representations inaccurate in any respect. Notices and other communications to be sent as directed in the |
| 63 | + applicable Project |
| 64 | + * Neither we nor the Project is under any obligation to accept and include your Contribution, or to return it to you. |
| 65 | + * You will not, absent a separate written agreement signed by us, impose any confidentiality obligations on us, |
| 66 | + and we have not undertaken any obligation to treat any Contributions or other information you have or will |
| 67 | + give us as confidential or proprietary information. |
| 68 | + * You understand and agree that all Contributions including all personal information you submit with it may be |
| 69 | + maintained indefinitely and may be redistributed consistent with the applicable open source license(s). |
| 70 | + |
| 71 | +5. **Effective Date:** The rights that you grant to us under these terms are effective on the date you first |
| 72 | +submit a Contribution to us, even if your submission took place before the date you accept the terms of this Agreement. |
| 73 | + |
| 74 | +6. **Governing Law; Entire Agreement:** This Agreement is governed by the laws of the State of New York, |
| 75 | +without regard to its choice of law provisions, and by the laws of the United States. This Agreement sets |
| 76 | +forth the entire understanding and agreement between the parties, and supersedes any previous communications, |
| 77 | +representations or agreements, whether oral or written, regarding the subject matter herein. No alteration, waiver, |
| 78 | +amendment, change or supplement hereto shall be binding or effective unless the same is set forth in writing |
| 79 | +signed by both parties. We may freely assign our rights or obligations under this Agreement. |
| 80 | + |
| 81 | + |
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