User:Gerv/IT Agreement

VOLUNTEER MOZILLA IT SECURITY AND CONFIDENTIALITY AGREEMENT

This Volunteer Mozilla IT Security and Confidentiality Agreement (“Agreement”) is made this ___ day of ____________, 2011 (“Effective Date”), by and between _________________, an individual whose address is ___________________ (“you”) and Mozilla Corporation, a California corporation, having its principal place of business at 650 Castro Street, Suite 300, Mountain View, CA 94041-2072 (“Mozilla”) (Mozilla, its parent, and its subsidiaries and affiliated companies are collectively referred to as “Mozilla Group”).

In order to become Volunteer Mozilla IT, you must agree to this Volunteer Mozilla IT Security and Confidentiality Agreement. As Volunteer Mozilla IT, you will provide the Mozilla Group with a range of services, such as bug fixing and administering our systems and may have access to some of our sensitive information (the “Services”). By signing this Agreement, you agree not to abuse your position by harming us or our systems or disclosing any Confidential Information disclosed to you or learned by you during the course of your Services, as further described below:

Credentials and Access

You will receive one or more sets of Mozilla Group credentials. You will not allow anyone else to use these credentials or help anyone else access any Mozilla Group system. Should you become aware of any use of your credentials by someone else, you will immediately notify us by discussing the issue with your direct supervisor; until such notice is received you will be presumed to have taken all actions made using your credentials. Mozilla will have complete control and discretion over capabilities associated with your credentials and may change them for any reason at any time. Your name and email address, or a derivative of it, may be visible worldwide via the Internet.

You represent and warrant that:

1. you shall not take any steps to intentionally or negligently harm or aid a third party to harm the Mozilla Group, its systems, employees, consultants, business partners or end users;
2. you shall comply with all applicable laws and regulations as well as with any policies provided by the Mozilla Group to you during the performances of the Services; and
3. you have no outstanding agreement or obligation (for example, with an employer or another project) that is in conflict with any of the provisions of this Agreement and you will not enter into any such conflicting agreement during the term of this Agreement.

Confidential Information

“Confidential Information” means nonpublic information related to the Mozilla Group, its employees, contractors or business partners and includes, but is not limited to: (a) personal and potentially personal information of the users of the Mozilla Group websites and products; (b) non- public information related to the Mozilla Group’s financial results, business strategy, distribution relationships or business performance; (c) matters of a technical nature such as inventions or research projects; (d) matters of a business nature such as costs, profits, policies, members, and strategies; and (e) personnel and other information which has not been disclosed by the Mozilla Group to the general public. You agree that you will not use or disclose Confidential Information, for any purpose except for the purposes of performing your Services. You shall obtain no right, title or interest in the Confidential Information and shall return all tangible Confidential Information upon request.

For purposes of clarification, Confidential Information does not include information that you can document: (i) has legally and properly entered the public domain through another source and through no fault of yours (e.g., code in Mozilla public repositories, non-confidential bugs in the Mozilla bug tracking system, discussions in public discussions groups); (ii) was rightfully known to you or was rightfully in your possession, without an obligation to keep it confidential, prior to the commencement of your work on behalf of Mozilla; or (iii) was approved for release by written authorization of Mozilla.

Confidentiality Obligations

You will not disclose Confidential Information to anyone else, except as expressly allowed in this Agreement. You will use the same degree of care, but never less than a reasonable standard of care, to prevent the unauthorized disclosure or dissemination of Confidential Information as you do to protect your own similar confidential information from unauthorized disclosure or dissemination.

All tangible Confidential Information shall remain the property of Mozilla and its licensors, and upon request by Mozilla, you shall immediately return or destroy, at Mozilla’s option, all of Mozilla’s tangible Confidential Information, including copies.

No license, title, or right with respect to any Confidential Information is granted by Mozilla to you under any patents, patent applications, trademarks, copyrights, trade secrets, or otherwise.

Disclaimers

In no event shall you be deemed to have any right or interest in or to any Confidential Information of the Mozilla Group. ALL INFORMATION PROVIDED BY MOZILLA HEREUNDER IS “AS IS” AND WITHOUT WARRANTY.

Duration of Confidentiality

Unless mutually agreed otherwise in writing, your obligations hereunder with respect to each item of Confidential Information shall survive termination of this Agreement until all Confidential Information is no longer subject to protection under the terms of this Agreement.

Term

This Agreement shall be effective as of the Effective Date and may be terminated immediately by either party without cause with respect to further disclosures, upon written notice to the other party. Unless terminated earlier, this Agreement shall automatically expire one year from the Effective Date; provided, however, that the rights and obligations accruing prior to termination as set forth herein shall survive the termination for the remainder of the period specified in Section 5 above.

Ownership

All notes, code, ideas, documents, and any other work product you create in the course of performing the Services, including all intellectual property rights therein (“Work Product”), as between Mozilla and you, shall remain your property. You hereby grant Mozilla, under all of your rights in the Work Product, a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, distribute, perform, display, modify, sublicense, transfer and otherwise use the Work Product for any purpose. You agree to inform Mozilla in writing before incorporating any third party materials into any Work Product. By providing us with Work Product, you confirm that, to the best of your knowledge, the Work Product does not violate the rights of any person or entity.

Limitation of Liability

Mozilla’s liability to you for any breach arising out of or relating to this agreement (a) shall not exceed the greater of one hundred dollars ($100) or the total amount payable to you under this agreement (if any) and (b) shall not include any incidental, indirect, special, consequential, or emotional distress damages of any kind.

Not a Mozilla Representative

You may not represent yourself as an agent of the Mozilla Group for any purpose, and you have no authority to bind the Mozilla Group in any manner whatsoever.

Independent Contractor

YOUR RELATIONSHIP WITH MOZILLA IS SOLELY THAT OF AN INDEPENDENT CONTRACTOR, AND NOTHING IN THIS AGREEMENT CREATES A PARTNERSHIP, AGENCY, JOINT VENTURE, EMPLOYMENT OR ANY OTHER TYPE OF RELATIONSHIP. YOU ARE NOT ENTITLED TO ANY RIGHTS OR BENEFITS (SUCH RETIREMENT, GROUP HEALTH, ETC.) PROVIDED TO MOZILLA EMPLOYEES. You responsible for obtaining all applicable licenses and permits required for performance of Agreement. All activities and work performed under this Agreement will be at your own risk liability.

General

Your breach of any part of this Agreement may cause immediate and irreparable injury to Mozilla or the Mozilla Group due to the potentially unique nature of Mozilla’s Confidential Information. Therefore, in addition to other remedies, you agree that Mozilla will have the right to equitable relief and specific performance. You may not assign or transfer, in whole or in part, any of your rights, obligations or duties under this Agreement without the prior written consent of Mozilla. This Agreement constitutes the entire agreement between the parties and supersedes all previous communications with respect to its subject matter. Each party represents to the other that this Agreement has been duly executed by it or its duly authorized officers or agents and constitutes a valid, binding and enforceable obligation of such party. This Agreement shall not be amended or modified except by a writing signed by a party or its duly authorized representative. A copy transmitted via facsimile or email of this Agreement, bearing the signature of one or both parties, shall be deemed to be of the same legal force and effect as an original of this Agreement bearing such signature(s) as originally written of such one or more parties.