The purpose of The Linux Foundation (“LF”) NDA Program is to facilitate the sharing of proprietary specifications between (i) open-source community developers who are actively working on projects that depend on the interfaces defined in those specifications (“Developers”) and (ii) third party companies who want Developers to develop open source work product based on those specifications (“Third Party Companies”).
Depending on the situation, LF generally will use one of the two following approaches to help Developers gain access to specifications.
Under this model, LF facilitates the signing of an NDA directly between the open-source Developer and the Third Party Company. LF can help in the following ways:
1) Arrange phone conferences between representatives of the Third Party Company and the community Developer.
2) Review the NDA on behalf of the Developer.
3) Negotiate changes to the NDA to make them consistent with open-source development processes.
Once the NDA is signed and the specification has been distributed, it is the responsibility of the Third Party Company and the Developer to manage the receipt, use and return of the specification and any other shared information and materials.
Under this model, LF negotiates with the Third Party Company to sign an NDA Program Confidential Disclosure Agreement for Contributors directly with LF, giving LF access to the required Third Party Company specification. Additionally, the Developer signs an NDA Program Confidential Disclosure Agreement for Developers directly with LF, intended to provide the Developer with access to the specification covered under the NDA on terms mutually agreeable to the Third Party Company, LF and the Developer. Under this model LF’s intention is to:
1) Ensure the NDA is consistent with open-source development processes.
2) Indicate who are the intended recipients (i.e. Developers) of the specifications.
3) Enable the Developer to access to the specification covered under the NDA on terms mutually agreeable to the Third Party Company, LF and the Developer. The independent contractor agreement is NOT an agreement to hire or pay the Developer for any services.
LF generally manages the receipt, use and return of the specification being shared under this model, with the cooperation and assistance of the Developer.
Third Party Companies or Developers can request help in signing NDAs and delivering or receiving specifications by sending a request, to lyn (at) linux-foundation dot org. The request must include:
1) The name of the company or entity that owns the specification.
2) A contact name of the owner company, if the requester knows one.
3) The names of community developers needing access to the specification.
4) The name of the specification.
5) A brief explanation of why the specification is needed by the community developer.
Third Party Companies and Developers may be asked for additional information. LF will review inbound requests and will make a final decision following consultation with its Technical Advisory Board. All decisions are final and may be made in the sole discretion of LF.