Appendix F: Aperture Viewer ‐ Non‐Disclosure Agreement (NDA) (Template) - ApertureViewer/Aperture-Opertations-Manual GitHub Wiki

Aperture Viewer Project - Confidentiality and Non-Disclosure Agreement

Parties:

  1. The Aperture Viewer Project ("Discloser"), represented by its Project Lead, William Weaver.
  2. [Full Name of Team/Advisory Member] ("Recipient").

Effective Date: [Date of Signing]

1. Purpose

This Non-Disclosure Agreement ("Agreement") is entered into to protect certain confidential and proprietary information belonging to or discussed within the Aperture Viewer Project. The Recipient, as a member of the Core Leadership Team, Advisory Board, or a recognized contributing team member, may be granted access to such information to facilitate their role and contributions to the Project.

2. Definition of Confidential Information

"Confidential Information" shall mean any and all information disclosed by the Discloser to the Recipient, whether orally, visually, in writing, or in any other tangible form, that is not generally known to the public and that relates to the Aperture Viewer Project. This includes, but is not limited to:

  • Future development plans, unreleased features, and project roadmaps.
  • Internal team discussions, deliberations, and strategic planning.
  • Code, algorithms, or technical designs not yet publicly released.
  • Sensitive communications with external parties (e.g., Linden Lab, other TPVs) not intended for public release.
  • Internal team member information (beyond publicly available details).
  • Security vulnerabilities or internal operational procedures.
  • Any information explicitly marked or designated as "Confidential."

Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of the Recipient; (b) was known to the Recipient prior to disclosure by the Discloser; (c) is rightfully received from a third party without restriction on disclosure; or (d) is independently developed by the Recipient without use of or reference to the Confidential Information.

3. Recipient's Obligations

The Recipient agrees to:

  • Maintain Confidentiality: Hold all Confidential Information in strict confidence and take all reasonable precautions to protect its confidentiality.
  • Limit Use: Use the Confidential Information solely for the purpose of fulfilling their role and contributing to the Aperture Viewer Project, as defined or agreed upon with the Project Lead.
  • Prevent Disclosure: Not disclose, publish, or disseminate any Confidential Information to any third party (including other individuals in the broader Second Life community who are not part of the authorized internal team/board) without the prior written consent of the Project Lead (William Weaver).
  • Limit Internal Disclosure: Disclose Confidential Information only to other Aperture Viewer team members who are also bound by this or a similar confidentiality agreement and have a legitimate need to know such information for Project purposes.

4. Term and Termination

This Agreement shall become effective on the Effective Date and shall remain in effect for as long as the Recipient remains a team member or advisor to the Project, and for a period of three (3) years following the termination or cessation of the Recipient's involvement with the Project, or until such time as all Confidential Information disclosed hereunder becomes publicly known through no fault of the Recipient, whichever is longer.

5. Return or Destruction of Information

Upon termination of their involvement with the Project or upon written request from the Project Lead, the Recipient shall promptly return to the Discloser or securely destroy all documents and other tangible materials representing the Confidential Information and all copies thereof, and cease all further use of such Confidential Information.

6. No License Granted

This Agreement does not grant the Recipient any license, interest, or rights (including intellectual property rights) in or to the Confidential Information, other than the limited right to use it for the purposes stated herein.

7. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of Delaware, USA, and any disputes arising hereunder shall be subject to the dispute resolution procedures outlined in the Aperture Operating Manual (AOM).

8. Acknowledgment

The Recipient acknowledges that they have read and understood this Agreement and voluntarily agree to be bound by its terms. The Recipient understands that this is a volunteer role and that adherence to this Agreement is a condition of their participation and access to internal Project information.

Recipient:

Signature: ___________________________

Printed Name: ___________________________

Date: ___________________________

For Aperture Viewer Project:

Signature: ___________________________

Printed Name: William Weaver

Title: Project Lead

Date: ___________________________