CONFIDENTIAL - WikiWe Confidants' MNDA Required To Proceed
Please call or message an Administrator of Confidants Group if you have questions or observe breaches of confidentiality under this MNDA or related MNDAs.
Preamble
This WikiWe License Hub Administrators Agreement and Pledge (the ”Agreement”) is made by and between the entities (collectively “the Parties” and individually, “a Party” or “any Party”) that, via one or more authorized representatives, have indicated their Consent by joining the WikiWe License Hub Administrators Primary Notice Channel (“WLHA Primary Notice Channel”).
Purpose
The Purpose of this Agreement is to jointly develop, support and administer WikiWe License Hubs by maintaining consistency, communication, and conflict resolution among Administrators and Members of WikiWe License Hubs. “Administration” includes but is not limited to financial accounting and tax reporting, regulatory compliance, and maintaining business and Member records. It does not include governance except for facilitating negotiation, neutral conciliation, and neutral arbitration for resolving issues arising between members.
Definitions
Capitalized terms should be understood as defined in this Agreement or in the WikiWe Model Agreement.
Warranties
Each Party warrants that:
It is a legal entity registered to do business, competent and free to execute this agreement;
It is owned and controlled by one or more natural persons bound by the Principled Peacemakers Compact (“Peacemakers”) in substantial compliance with equity distribution principles underlying the WikiWe Model Agreement and the Depublica Shareholder Agreement; and
It is bound, inasmuch as reasonably possible, to secure the assets it administers for any WikiWe License Hub by secure decentralized networks and means, such that, if it should become inoperable for any reason, the Members of such WikiWe License Hub may continue to enjoy the full benefits of such assets indefinitely.
WikiWe Model Agreement
Each Party shall cause the entirety of the WikiWe Model Agreement to be incorporated in the Charter for each License Hubs that the Party administers.
Term and Termination
This Agreement shall be effective from the date of its execution by each Party and continue until the executing Party is no longer administering any WikiWe License Hub and has withdrawn from the WLHA Primary Notice Channel. If a Party withdraws from the WLHA Primary Notice Channel while still administering any WikiWe License Hub, the Agreement shall remain in force until the Party resigns from its administrative role.
Duties and Privileges
The Parties owe each other a duty of loyalty with respect to the License Hubs they administer. No Party shall impede or undermine any License Hub or privilege afforded by any License Hub Charter.
The Parties shall diligently and without bias perform their administrative duties for the License Hubs they administer, or resign.
The Parties shall cooperate in developing and supporting standards for records, inter-Member communications and transactions, channels, claims, settlements, and administrative services, such that Members may seamlessly interact with all WikiWe Members regardless of Administrator.
In consideration of their performance of duties, each Party may collect an administrative fee not in excess of what is specified in the Charter of the License Hub being charged. A default administrative fee of ten percent (10%) of gross receipts is specified in the WikiWe Model Agreement. This fee may be increased or decreased in the License Hub’s Charter at founding or subsequently by amendment of the Charter, subject to the Party’s consent.
Share Redemptions
Each Administrator shall redeem Points properly issued by any License Hub they administer for equity shares, subject to limitations and requirements stated in the Administrator’s Shareholder Agreement or equivalent organizing document.
Management
Authorized representatives of the Parties shall meet regularly with one another not less than quarterly to coordinate and advance their respective responsibilities under this Agreement. Each Party shall designate at least one authorized representative by declaration in the WLHA Primary Notice Channel.
Intellectual Property
Each Party shall honor the rightful owners and licensees of all property contributed to any License Hub they administer, acting as administrators and fiducial stewards. Property may be tangible or intangible, including but not limited to any titles, leases, licenses, copyrights, patents, trademarks, or other intellectual property.
Licenses granted to or among Members of License Hubs do not extend to the Parties unless granted expressly in writing.
Amendments
This Agreement may be amended by Consent of the Parties by following the procedures provided in the WikiWe Model Agreement or as otherwise agreed between the Parties.
Addition and Removal of Parties
Addition of Parties to this Agreement is subject to Consent of all Parties, which consent shall not be unreasonably withheld.
A Party may be removed for breach of this Agreement by bringing a claim for removal under the Wyoming IDR. Any other Party or a Managing Member of a License Hub administered by the Party to be removed may bring a claim for removal.
Jurisdiction and Venue
Any dispute between the Parties touching upon this Agreement shall be resolved as set forth in the Wyoming Issue Dispute Resolution Agreement .
Notice and Consent
The Parties signify their consent to this Agreement by joining the WLHA Primary Notice Channel titled “WikiWe License Hub Admins.” If only one Party has signed this Agreement, it may be interpreted as a Pledge by the Administrator made to Members of its License Hubs.
Notice under this Agreement shall be deemed when effective when delivered in the WLHA Primary Notice Channel and acknowledged by the recipient, or fourteen days from delivery in the WLHA Primary Notice Channel, whichever is earlier.