Non-Disclosure Agreement (NDA)


							
 (Public Offer) 

 



 Last updated: October 29, 2025








 



  Effective Date: Upon submission of artworks by the Artist to 
  Art-Lab.tech





Recitals and Intent 



	 This Non-Disclosure Agreement (the “Agreement”) is a public offer issued by Art-Lab.tech, acting as the operator of The Vilbil: Online Hub for Art and Artists (“The Vilbil” or the “Platform”), to any individual artist, art collective, or authorized representative (collectively, the “Artist”) who shares digital artworks, images, files, or related materials for evaluation, preparation, or potential inclusion in The Vilbil ecosystem.




	 The purpose of this Agreement is to ensure that materials shared by the Artist are handled with confidentiality, care, and professional diligence, and that they are not disclosed or used beyond the limited scope necessary to evaluate and prepare potential exhibition or communication within The Vilbil, unless and until the Artist expressly authorizes broader use under a separate public offer (e.g., the Artist Participation & License Agreement) or other formal documentation expressly accepted by the Artist.




	 By submitting any digital artwork, image, file, or related information to Art-Lab.tech, the Artist acknowledges and agrees to the terms set forth in this Agreement.








1. Definitions 



	 1.1. “Confidential Materials” means any digital artworks or related materials disclosed by the Artist to Art-Lab.tech for the limited purposes contemplated herein, including, without limitation: high-resolution image files, 3D files, video files, drafts, sketches, works-in-progress, descriptive texts, captions, artist statements, credits.




	 1.2. “Permitted Purpose” means Art-Lab.tech’s internal evaluation, preparation, or communication strictly necessary to assess, plan, or organize potential inclusion of the Artist’s works in The Vilbil (including curatorial review, technical fit assessment, and coordination of exhibition logistics).




	 1.3. “Permitted Recipients” means Art-Lab.tech personnel (employees, contractors, or service providers) who need to know the Confidential Materials solely for the Permitted Purpose and who are bound by written confidentiality obligations no less protective than those set out in this Agreement.




	 1.4. “Related Websites” means web resources, subdomains, or microsites fully or partially controlled by Art-Lab.tech or by the Artist that directly support The Vilbil’s exhibition and communication activities. For clarity, this includes cases where The Vilbil’s player or exhibition module is embedded on the Artist’s own website; however, no public display of Confidential Materials shall occur on Related Websites unless expressly authorized as set forth in Section 4 (Public Use Restrictions).




	 1.5. “Technical Adaptations” means strictly necessary transformations to enable secure review or test display (e.g., resizing, format conversion, color space adjustments, or low-resolution previews) performed without altering the content or meaning of the work.







2. Purpose and Scope 



	 2.1. The Parties intend that Confidential Materials be shared with Art-Lab.tech solely for the Permitted Purpose and not for any commercial exploitation, public distribution, or promotional use without additional explicit authorization from the Artist.







3. Confidentiality Obligations of Art-Lab.tech 



	 Art-Lab.tech agrees to:




	 3.1. Confidential Treatment. Treat all Confidential Materials as strictly confidential and use them only for the Permitted Purpose.




	 3.2. No Unauthorized Disclosure. Not disclose, reproduce, distribute, or provide access to Confidential Materials to any third party other than Permitted Recipients.




	 3.3. Need-to-Know Basis. Limit internal access to those individuals who reasonably need to know the Confidential Materials to perform tasks related to the Permitted Purpose.




	 3.4. Security Measures. Apply industry-standard technical and organizational measures designed to safeguard Confidential Materials against unauthorized access, copying, or distribution, taking into account the nature of the materials and the operational context of The Vilbil.




	 3.5. Service Providers. Where Art-Lab.tech engages service providers (e.g., hosting, rendering, or storage vendors), ensure such providers are subject to contractual confidentiality and limited-use obligations consistent with this Agreement.




	 3.6. Incident Response. In the event Art-Lab.tech becomes aware of a security incident materially affecting the confidentiality of the Confidential Materials, Art-Lab.tech will act diligently to mitigate the impact and will inform the Artist within a reasonable time frame, taking into account legal, security, and operational constraints.







4. Public Use Restrictions 



	 4.1. Public Display Under Existing Consent. Once the Artist submits materials to Art-Lab.tech, the Artist Participation & License Agreement (Public Offer) becomes effective, granting Art-Lab.tech the rights necessary for non-commercial exhibition and promotional use as described therein. Accordingly, Confidential Materials may be publicly exhibited, posted on Related Websites, included in VR environments, and used in Non-Commercial Promotional Use in accordance with the terms of the Artist Participation & License Agreement. This NDA governs only the confidentiality of materials prior to and during internal handling and does not restrict rights already granted under the Artist Participation & License Agreement.




	 4.2. Internal Tests Only. Limited non-public testing (e.g., rendering tests, layout previews, or quality checks) may be performed by Art-Lab.tech as Technical Adaptations solely for internal validation and solely by Permitted Recipients. Such tests shall not be made accessible to the general public.



5. Exclusions from Confidentiality



	 Confidential Materials do not include information that:




	

		 a) is or becomes publicly available through no breach of this Agreement by Art-Lab.tech;
	

	

		 b) was already known to Art-Lab.tech prior to disclosure by the Artist, as demonstrable by written records;
	

	

		 c) is independently developed by Art-Lab.tech without reference to or use of the Confidential Materials; or
	

	

		 d) is rightfully obtained by Art-Lab.tech from a third party without confidentiality obligations, provided such third party did not acquire or disclose the information in breach of a legal or contractual duty
	





	 Where disclosure is required by law, regulation, or court order, Art-Lab.tech may disclose only the minimum information legally required, and, where legally permissible, will provide advance notice to the Artist to allow the Artist to seek protective measures.








6. No Transfer of Rights; Moral Rights 



	 6.1. No Ownership Transfer. Nothing in this Agreement transfers ownership of the Artist’s works or underlying intellectual property.




	 6.2. No Implied License. Except for the limited rights necessary for the Permitted Purpose, no licenses (express or implied) are granted to Art-Lab.tech under this Agreement.




	 6.3. Moral Rights. All moral rights (including, without limitation, attribution and integrity) remain fully with the Artist. Any Technical Adaptations for internal evaluation shall be conducted with due respect to the integrity and meaning of the work.



7. Duration; Return and Destruction



	 7.1. Term. This Agreement is effective from the date the Artist first submits Confidential Materials and remains in force for an indefinite period, unless terminated as provided herein.




	 7.2. Termination. Either Party may terminate this Agreement upon written notice. Termination does not affect obligations that, by their nature, are intended to survive (e.g., confidentiality of already received materials).




	 7.3. Return/Destruction. Upon the Artist’s written request, Art-Lab.tech will, within a reasonable period, delete Confidential Materials under its direct control, except for:



    
	
      
		
    • backups or archives retained for compliance or disaster recovery that are not readily accessible in the ordinary course of business (such copies will be protected and deleted in accordance with routine retention cycles); and 
      • 
		
    • residual information retained in the unaided memory of Permitted Recipients (which shall remain subject to confidentiality obligations). 
      • 
	
    








8. Data Handling and Privacy 



	 8.1. Personal Data. Any personal data the Artist provides (e.g., contact details) will be handled in accordance with reasonable industry practices for privacy and data protection in the context of cultural exhibition activities.




	 8.2. Minimal Use. Art-Lab.tech will limit its use of personal data to what is reasonably necessary for the Permitted Purpose and related communications with the Artist.







9. Limitation of Liability 



	 9.1. Reasonable Measures. Art-Lab.tech will take reasonable measures to protect the Artist’s materials but shall not be liable for any disclosure, loss, or damage resulting from circumstances beyond its reasonable control, including, without limitation, unauthorized acts of third parties, data breaches despite reasonable safeguards, service outages, or technical failures.




	 9.2. No Performance Guarantee. Nothing in this Agreement guarantees a specific outcome, inclusion in The Vilbil, or any particular level of visibility or audience engagement.








10. Governing Principles and Dispute Resolution 



	 10.1. Governing Principles. This Agreement shall be interpreted in accordance with generally accepted international principles of confidentiality, fairness, artistic integrity, and good faith collaboration.




	 10.2. Good-Faith Resolution. Any disputes shall be addressed through constructive dialogue between the Parties. If a resolution cannot be achieved informally, the Parties may consider voluntary mediation with a neutral facilitator. Nothing restricts either Party from seeking urgent interim relief where necessary to prevent irreparable harm.








11. Notices and Communication 



	 11.1. Method of Notice. Notices under this Agreement should be sent via email to the contacts specified by each Party. For Art-Lab.tech, the primary contact is: info@Art-Lab.tech.




	 11.2. Acknowledgment. A notice shall be deemed received when acknowledged (automated or manual), or within a reasonable period if sent to the last known valid email address.








12. Force Majeure 



	 Neither Party shall be liable for delay or failure to perform obligations under this Agreement to the extent caused by events beyond reasonable control, including natural disasters, acts of war or terrorism, governmental restrictions, public health emergencies, or widespread network disruptions. Performance timelines shall be reasonably extended for the duration of such events.








13. Acceptance of the Agreement (Public Offer) 



	 This Agreement is presented as a public offer. By sending, uploading, or otherwise submitting any digital artworks, files, or related materials to Art-Lab.tech for the Permitted Purpose, the Artist confirms that they have read and understood the terms of this Agreement and agree to be bound by them. Such submission constitutes full and valid acceptance of this Agreement, without the need for a physical or electronic signature.















  Art-Lab.tech

  acting as the operator of The Vilbil: Online Hub for Art and Artists