GitLaw Standards Committee Participation Agreement

GitLaw Standards Committee Participation Agreement

This Agreement is effective as of [effective date], by and between GitLaw Inc. ("GitLaw") and [member name] ("Member", meaning the individual or entity executing this Agreement and participating in the GitLaw Standards Committee)

Charter and Scope

Member agrees to participate in the GitLaw Standards Committee (the "Committee") in accordance with the Committee Charter located at https://git.law/committee/charter.

For purposes of this Agreement, “Contribution” means any idea, suggestion, draft, text, template, standard, commentary, playbook content, feedback, or other material submitted, created, or provided by Member in connection with Committee activities, whether orally or in writing.

Member represents that Member has full authority to enter into this Agreement and to grant the rights described herein.

Intellectual Property

The intellectual property rights in relation to Member's Contributions are governed as follows:

Ownership of Contributions. Member hereby grants to GitLaw a perpetual, irrevocable, worldwide, royalty-free, sub-licensable license to use, reproduce, modify, distribute, publicly display, and create derivative works of all Contributions in connection with GitLaw's products, services, and Committee activities. Member retains ownership of all Contributions and may use, license, and exploit them without restriction.

Member’s ownership and rights are limited solely to the content they specifically authored and do not extend to any document or Playbook as a whole.

Templates and Standards. To the extent Contributions are incorporated into templates, standards, or related materials created or developed collectively by the Committee (the "Templates and Standards"), such Templates and Standards are exclusively owned by GitLaw.

Copyright Licence. GitLaw licenses Templates and Standards publicly under CC BY-SA 4.0. Members retain no individual intellectual property claim over collective Templates and Standards output.

Playbooks. Members may optionally contribute Contributions intended for use in playbooks (private system prompts). Such Contributions are not publicly licensed. GitLaw may use, modify, commercialize, and incorporate such Contributions into its products and services without restriction, including to improve and operate the GitLaw agent.

Other Materials. “Other Materials” means any Contribution output designated by GitLaw that does not fall within the defined categories of Templates and Standards or Playbooks, including but not limited to commentary, documentation, tooling, and ancillary content produced in connection with Committee activities. GitLaw may from time to time designate additional categories of output as either publicly licensed or proprietary. The applicable terms will be communicated to members in advance of any contribution.

Pre-Existing IP. Member retains full ownership of all intellectual property created prior to or independently of Member's participation in the Committee. Nothing in this Agreement requires Member to contribute proprietary materials.

Member represents that any Contribution does not knowingly infringe or misappropriate the intellectual property rights of any third party. Member shall not include third-party materials in any Contribution unless clearly identified and appropriately licensed.

No Attorney-Client Relationship or Practice of Law

This Agreement and Member's participation do not create an attorney-client relationship, and the Committee's work does not constitute the practice of law. Nothing discussed or prepared by the Committee constitutes legal advice, and Member will not hold out Committee materials as such. Member should consult an independent lawyer for legal guidance on any matter.

Limitations of Liability

Member's individual liability is limited to the extent permitted by law. Member is not personally responsible for GitLaw's actions, statements, or omissions arising from the Committee's work. In no event shall Member's aggregate liability under or in connection with this Agreement exceed $1,000.

GitLaw will defend and indemnify Member against third-party claims arising solely from Member's good-faith participation in Committee activities capped at available coverage in GitLaw's E&O insurance policy, except where such claim arises from Member's breach of this Agreement, violation of law, gross negligence, or willful misconduct.

Member shall indemnify and hold harmless GitLaw against third-party claims arising from (i) Member’s breach of this Agreement, (ii) infringement arising from Member’s Contributions, or (iii) Member’s unlawful conduct.

Committee materials are provided “AS IS” without warranties of any kind, express or implied.

Voluntary Participation and Termination

Member's participation is entirely voluntary. Participation does not create any employment, partnership, agency, joint venture, fiduciary, or other formal business relationship between the parties. Member participates as an independent volunteer contributor.

Member may withdraw at any time by written notice to GitLaw. GitLaw may remove Member for violation of this Agreement, the Charter, or applicable law, with notice. Upon withdrawal or removal, Member's rights to Committee materials terminate, except as required by the CC BY-SA 4.0 license.

Sections 2, 4, 8, 9 and 10 shall survive termination of this Agreement.

Conflicts of Interest

Member must disclose any actual or potential conflicts of interest that could affect Member's ability to participate fairly. Member agrees to promptly update any disclosed conflict of interest if circumstances change.

Conflicts include direct ownership or employment relationships with entities that are direct competitors to GitLaw in the legal technology market, where such relationship could materially bias Member's judgment on matters before the Committee. Member will recuse from discussions or decisions where a conflict exists.

Conduct

Member agrees to participate professionally and respectfully, and in compliance with all applicable laws and regulations. Member will not engage in harassment, discrimination, defamation, or conduct that violates applicable law.

Amendments

GitLaw may amend this Agreement and the Charter at any time upon thirty (30) days' written notice to Member. Material amendments require Member's written consent to be binding on Member. For purposes of this section, 'material amendments' include any changes to Sections 2 (Intellectual Property), 4 (Limitations of Liability), or 9 (Confidentiality). Material amendments shall apply prospectively only and shall not affect Contributions made prior to the effective date of such amendment.

Continued participation after such notice period constitutes acceptance of the non-material amendment. Member may reject an amendment by withdrawing from the Committee upon providing thirty (30) days' written notice to GitLaw.

Confidentiality

Member acknowledges that Committee discussions, draft materials, and sub-agent playbooks, including the Contributions, may include confidential or non-public information of GitLaw. Member agrees not to disclose any non-public information obtained through participation in the Committee without GitLaw’s prior written consent.

Confidential information does not include information that:

is or becomes publicly available without breach of this Agreement;

is independently developed without use of confidential information; or

is lawfully obtained from a third party without restriction.

Governing Law

This Agreement is governed by the laws of Delaware without regard to conflict-of-law principles. The parties irrevocably consent to the exclusive jurisdiction and venue of the courts in Delaware for any dispute arising from or relating to this Agreement. The parties waive any objection to venue based on forum non conveniens.

Signature