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feat(legal): add DRAFT ICLA + CCLA + CLA Assistant runbook #3

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82 changes: 82 additions & 0 deletions legal/README.md
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# Contributor License Agreement (CLA)

This directory holds the org's Contributor License Agreements and the runbook for
enforcing them. The decision to use a CLA (over a DCO) and the rationale are in
[`../LICENSING.md`](../LICENSING.md) §3.

| File | Purpose |
|------|---------|
| [`individual-cla.md`](./individual-cla.md) | Individual CLA (ICLA) — signed by each individual contributor |
| [`corporate-cla.md`](./corporate-cla.md) | Corporate CLA (CCLA) — signed by an employer for its designated employees |

> **Both texts are DRAFT and must be reviewed by legal counsel before
> enforcement.** They are adapted from the Apache Software Foundation ICLA v2.2 /
> CCLA v2.0. Until enforcement is announced, the
> [GitHub ToS inbound=outbound rule](https://docs.github.com/en/site-policy/github-terms/github-terms-of-service#6-contributions-under-repository-license)
> governs.

## Enforcement: CLA Assistant

Signatures are collected automatically when a contributor opens their first pull
request. There are two ways to run CLA Assistant; pick one before enabling.

### Recommended — CLA Assistant Lite (GitHub Action)

[`cla-assistant/github-action`](https://github.com/cla-assistant/github-action)
runs as a workflow inside our own org and **stores signatures in a file in one of
our own repositories** — no third-party service holds contributor data, which fits
the project's data-ownership stance. Tradeoff: the workflow must be added to each
repo that gates on the CLA (or distributed via an org workflow template).

**Manual setup steps (require org/repo admin — cannot be automated here):**

1. Create a fine-grained Personal Access Token (or a GitHub App token) with
`contents: write` on the repo chosen to store signatures, and add it as the
`PERSONAL_ACCESS_TOKEN` Actions secret in each repo that uses the workflow.
2. Decide the signatures storage location (e.g. a `signatures` branch, or a
`cla/signatures.json` file in this `.github` repo).
3. Add a workflow like the following to each gated repo as
`.github/workflows/cla.yml`:

```yaml
name: CLA Assistant
on:
issue_comment:
types: [created]
pull_request_target:
types: [opened, closed, synchronize]
permissions:
actions: write
contents: write
pull-requests: write
statuses: write
jobs:
cla:
runs-on: ubuntu-latest
steps:
- uses: cla-assistant/github-action@v2.6.1
env:
GITHUB_TOKEN: ${{ secrets.GITHUB_TOKEN }}
PERSONAL_ACCESS_TOKEN: ${{ secrets.PERSONAL_ACCESS_TOKEN }}
with:
path-to-signatures: 'cla/signatures.json'
path-to-document: 'https://github.com/agentic-commons-foundation/.github/blob/main/legal/individual-cla.md'
branch: 'cla-signatures'
allowlist: 'dependabot[bot],pre-commit-ci[bot],*[bot]'
```

4. Confirm the bot comments on a test PR and records the signature.

### Alternative — hosted CLA Assistant (GitHub App)

[cla-assistant.io](https://cla-assistant.io) is a one-click GitHub App: authorize
it on the org, paste the CLA text, and it gates PRs org-wide from a central
dashboard. Easier to operate, but a third party stores the signature records —
which is why Lite is recommended here.

## After enforcement is live

- Add the `path-to-document` link to the in-force ICLA/CCLA (this directory).
- Update [`../CONTRIBUTING.md`](../CONTRIBUTING.md) §0.2 to state the CLA is now
enforced (it currently says "until the CLA bot is live...").
- Note the go-live date in the brand Decision Log.
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# Agentic Commons Corporate Contributor License Agreement ("CCLA")

> **Status: DRAFT — not yet in force.** This agreement is adapted from the
> Apache Software Foundation CCLA v2.0 and **must be reviewed by legal counsel
> before it is enforced.** See [`individual-cla.md`](./individual-cla.md) for the
> individual agreement and [`LICENSING.md`](../LICENSING.md) for the licensing
> policy.

Thank you for your interest in Agentic Commons (the "Project"). This Corporate
Contributor License Agreement is for a corporation (the "Corporation") that has
designated employees to Submit Contributions on its behalf. It must be signed by
a person authorized to bind the Corporation.

In this Agreement, **"We"** / **"Us"** means Obiwan Co., Limited, acting as
trustee for Agentic Commons (in formation), together with its intended
successor, the Agentic Commons Foundation. **"You"** means the Corporation
identified in the signature block.

## 1. Definitions

**"Contribution"**, **"Submit"**, and **"Work"** have the same meanings as in the
[Individual CLA](./individual-cla.md), Section 1.

**"Designated Employees"** means the employees, contractors, and agents of the
Corporation listed in Schedule A (as amended from time to time by the
Corporation).

## 2. Grant of Copyright License

Subject to the terms and conditions of this Agreement, the Corporation hereby
grants to Us and to recipients of software distributed by Us a perpetual,
worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license
to reproduce, prepare derivative works of, publicly display, publicly perform,
sublicense, and distribute Contributions Submitted by its Designated Employees
and such derivative works.

## 3. Grant of Patent License

Subject to the terms and conditions of this Agreement, the Corporation grants to
Us and to recipients of software distributed by Us a perpetual, worldwide,
non-exclusive, no-charge, royalty-free, irrevocable (except as stated below)
patent license on the same terms as Section 3 of the Individual CLA, applied to
Contributions Submitted by its Designated Employees. The patent-litigation
termination provision of that section applies equally here.

## 4. Representations

4.1. The Corporation represents that each Designated Employee is authorized to
Submit Contributions on its behalf and that it is legally entitled to grant the
above licenses.

4.2. The Corporation represents that each Contribution is an original creation of
a Designated Employee (see Section 6 of the Individual CLA for third-party work).

4.3. Contributions are provided on an "AS IS" BASIS, WITHOUT WARRANTIES OR
CONDITIONS OF ANY KIND, as set out in Section 4.3 of the Individual CLA.

4.4. It is the Corporation's responsibility to keep Schedule A current and to
notify Us when a person should be added or removed. Individuals not listed in
Schedule A who wish to contribute must sign the Individual CLA.

## 5. Notice

The Corporation agrees to notify Us of any facts or circumstances of which it
becomes aware that would make these representations inaccurate in any respect.

## 6. Assignment

We may assign this Agreement, and all rights and licenses granted under it, to
the Agentic Commons Foundation (or another successor non-profit entity
established to steward the Project) upon its formation, without further consent
from the Corporation, solely to effect the planned transfer of stewardship.

---

**Signature** (authorized representative of the Corporation):

- Corporation name:
- Authorized signer (name / title):
- Email:
- Date:

## Schedule A — Designated Employees

| Full name | GitHub username | Email |
|-----------|-----------------|-------|
| | | |
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# Agentic Commons Individual Contributor License Agreement ("ICLA")

> **Status: DRAFT — not yet in force.** This agreement is adapted from the
> Apache Software Foundation ICLA v2.2 and **must be reviewed by legal counsel
> before it is enforced.** Until enforcement is announced, contributions are
> governed by the [GitHub Terms of Service §D.6 inbound=outbound rule](https://docs.github.com/en/site-policy/github-terms/github-terms-of-service#6-contributions-under-repository-license)
> and the per-repository license in [`LICENSING.md`](../LICENSING.md).

Thank you for your interest in Agentic Commons (the "Project"). To clarify the
intellectual-property license granted with Contributions from any person, the
Project must have a Contributor License Agreement on file that has been signed
by each Contributor, indicating agreement to the license terms below.

In this Agreement, **"We"** / **"Us"** means Obiwan Co., Limited, acting as
trustee for Agentic Commons (in formation), together with its intended
successor, the Agentic Commons Foundation. **"You"** means the individual who
Submits a Contribution and who is identified by the signature block below.

This is a license agreement, not an assignment of copyright. You retain
ownership of your Contributions. Read this document carefully before signing
and keep a copy for your records.

## 1. Definitions

**"Contribution"** means any original work of authorship, including any
modifications or additions to an existing work, that is intentionally Submitted
by You to Us for inclusion in, or documentation of, any of the products owned or
managed by Us (the "Work").

**"Submit"** means any form of electronic, verbal, or written communication sent
to Us or our representatives, 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, Us — but excluding communication that is
conspicuously marked or otherwise designated in writing by You as "Not a
Contribution."

## 2. Grant of Copyright License

Subject to the terms and conditions of this Agreement, You hereby grant to Us
and to recipients of software distributed by Us a perpetual, worldwide,
non-exclusive, no-charge, royalty-free, irrevocable copyright license to
reproduce, prepare derivative works of, publicly display, publicly perform,
sublicense, and distribute Your Contributions and such derivative works.

## 3. Grant of Patent License

Subject to the terms and conditions of this Agreement, You hereby grant to Us
and to recipients of software distributed by Us 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 the Work, where such license applies only to those patent
claims licensable by You that are necessarily infringed by Your Contribution(s)
alone or by combination of Your Contribution(s) with the Work to which such
Contribution(s) was Submitted. If any entity institutes patent litigation
against You or any other entity (including a cross-claim or counterclaim in a
lawsuit) alleging that Your Contribution, or the Work to which You have
contributed, constitutes direct or contributory patent infringement, then any
patent licenses granted to that entity under this Agreement for that Contribution
or Work shall terminate as of the date such litigation is filed.

## 4. Representations

4.1. You represent that You are legally entitled to grant the above licenses. If
your employer(s) has rights to intellectual property that You create that
includes Your Contributions, You represent that You have received permission to
make Contributions on behalf of that employer, that your employer has waived such
rights for Your Contributions to Us, or that your employer has executed a
separate Corporate CLA with Us.

4.2. You represent that each of Your Contributions is Your original creation (see
Section 6 for submissions on behalf of others).

4.3. You are not expected to provide support for Your Contributions, except to
the extent You desire to provide support. You may provide support for free, for a
fee, or not at all. Unless required by applicable law or agreed to in writing,
You provide Your Contributions on an "AS IS" BASIS, WITHOUT WARRANTIES OR
CONDITIONS OF ANY KIND, either express or implied, including, without limitation,
any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or
FITNESS FOR A PARTICULAR PURPOSE.

## 5. Agent-Submitted Contributions

The Project's purpose is to enable AI agents to make public-good contributions.
Where You operate an automated agent that Submits Contributions on Your behalf,
You remain the Contributor and are responsible for ensuring those Contributions
meet the representations in Section 4 — in particular that they are lawfully
Yours to license and are not infringing or improperly copied. Agent operation
does not transfer or dilute Your responsibilities under this Agreement.

## 6. Third-Party Works

Should You wish to Submit work that is not Your original creation, You may Submit
it separately from any Contribution, identifying the complete details of its
source and of any license or other restriction (including, but not limited to,
related patents, trademarks, and license agreements) of which You are personally
aware, and conspicuously marking the work as "Submitted on behalf of a
third-party: [named here]".

## 7. Notice

You agree to notify Us of any facts or circumstances of which You become aware
that would make these representations inaccurate in any respect.

## 8. Assignment

We may assign this Agreement, and all rights and licenses granted under it, to
the Agentic Commons Foundation (or another successor non-profit entity
established to steward the Project) upon its formation, without further consent
from You. This is intended solely to effect the planned transfer of stewardship
described in [`LICENSING.md`](../LICENSING.md).

---

**Signature** (completed via the CLA bot on your first pull request, or below):

- Full name:
- GitHub username:
- Email:
- Date: