Overlay Individual and Entity Contributor License Agreement

August 29, 2026 ยท View on GitHub

Counsel-review gate: LayerNorm Inc. must have counsel approve this agreement and the electronic acceptance workflow before accepting outside contributions under it.

This Contributor License Agreement (the Agreement) is between the individual or legal entity accepting it (You) and LayerNorm Inc. (LayerNorm) and covers every contribution You intentionally submit to Overlay projects that identify this Agreement (each a Contribution).

1. Authority and provenance

You represent that:

  1. You own the copyright in the Contribution or otherwise have sufficient rights to submit and license it under this Agreement.
  2. The Contribution is an original work or clearly identifies any third-party material and its applicable license.
  3. If Your employer or another person has rights in the Contribution, You have obtained written permission to make the grants in this Agreement.
  4. You are not knowingly submitting confidential information, trade secrets, personal data, malware, or material that violates another person's rights.
  5. You will notify LayerNorm promptly if any representation above becomes inaccurate.

You grant LayerNorm a perpetual, worldwide, non-exclusive, irrevocable, royalty-free, fully paid-up copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contribution and derivative works of it. Recipients receive rights only under the open-source, commercial, or other license terms under which LayerNorm distributes the applicable work; this Agreement does not give a recipient an independent right to relicense Your Contribution.

This grant expressly permits LayerNorm to distribute Your Contribution under AGPL-3.0-only, under separate paid or unpaid commercial licenses, and as part of a work offered under different license terms in the future.

3. Patent license

You grant LayerNorm and recipients of software distributed by LayerNorm a perpetual, worldwide, non-exclusive, irrevocable (except as stated below), royalty-free patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Contribution, but only for patent claims You can license that are necessarily infringed by the Contribution alone or by its combination with the project to which You submitted it.

If You initiate patent litigation alleging that the Contribution or the project infringes a patent, patent licenses granted to You under this Agreement for that project terminate as of the filing date.

4. Attribution and ownership

You retain copyright ownership in Your Contribution. LayerNorm may preserve attribution through commit history, release notes, notice files, or another reasonable method. LayerNorm is not required to use or distribute a Contribution and may modify or remove it.

5. No support or warranty

Unless separately agreed in writing, You provide the Contribution AS IS, without warranties or obligations to support it. To the maximum extent permitted by law, You disclaim warranties of title, non-infringement, merchantability, and fitness for a particular purpose, except that You do not disclaim the factual representations in section 1.

6. Entity contributions

If You accept for a legal entity, You represent that You are authorized to bind that entity. The grants cover Contributions by employees or contractors that the entity authorizes to contribute. The entity must identify an authorized contact and may update its list of authorized contributors in writing.

7. Acceptance and records

LayerNorm records acceptance through the CLA Signatures GitHub Action. A contributor signs by posting the exact comment I have read the CLA Document and I hereby sign the CLA on the pull request. The action stores the GitHub identity, CLA version, timestamp, repository, and pull request number on the cla-signatures branch. A pull-request checkbox alone is not a signature. The repository owner and GitHub automation accounts are allowlisted.

8. Governing terms

This Agreement is the complete contributor license grant for covered Contributions and does not transfer ownership. Any governing-law, venue, assignment, or amendment terms must be completed or confirmed by LayerNorm's counsel before this Agreement is activated.

Version: 2026-08-28-draft