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Benson Confidants - Signal MNDA 24-03

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Benson Confidants - Signal Mutual Non-Disclosure Agreement (MNDA) 24-03

This Mutual Non-Disclosure Agreement (“MNDA”) is entered into and between the persons who request to join =this.confidants-group-link and who are accepted by the Administrator (hereinafter “Confidants’ Group”) indicated in this MNDA below. Each such person is hereinafter referred to as a “Party” or “Confidant” and collectively as the “Parties” and is obligated to use Signal for any and all sensitive, protected, and confidential communications, disclosures, notices, and confirmations under this MNDA.

Purpose.

The Parties wish to explore potential partnerships, archive failed ventures, collaboration securely, share research, encourage relationship repair, and/or form mutually beneficial relationships (the “Purpose”), and in connection with the Purpose, each Party may disclose or make available to the other Party certain confidential information.

Confidential Information.

For the purposes of this MNDA, “Confidential Information” means any non-public information that is disclosed by disclosing one of Parties (the “Disclosing Party”) to a receiving one of the Parties (the “Receiving Party”) either directly or indirectly, in writing, orally, electronically, or by any other means, which (1) is marked or otherwise designated as “confidential”, “proprietary”, “trade secret”, “privy” or the like or (2) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes, but is not limited to Signal group membership, logins, access tokens, technical specifications & implementations (e.g., Obsidian plugins, settings, security policies, vault ontology, scripts), product designs, business plans, inventions, financials, security and compliance documentation, and proprietary know-how.

For avoidance of doubt, all password-protected or EncryptedByDefault information located in, shared via, or accessed within Signal are confidential to the Disclosing Party regardless of whether marked as confidential, including:

  • all non-public information accessible via publish.obsidian.md/b4ndr or Share.Note.sx are confidential to Justin Bry Benson regardless of whether marked as confidential or EncryptedByDefault , including family photos, music, books, medical, church, and educational records.

Duties & Obligations

The Benson Confidants adopt the following Duties of Confidentiality for the Confidential Information received from other Confidants.

Duties of Confidentiality

Upon the receipt of Confidential Information under any MNDA, which may be marked as follows:

Required To Proceed

Please call or message the Administrator of [Confidants Group] if you have questions or observe breaches of confidentiality under this MNDA or related MNDAs. This document may contain confidential information that is privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately notify the Administrator of [Confidants Group] and destroy the original transmission and its attachments without reading or saving in any manner.

The Receiving Party is obligated to adhere to the following duties and responsibilities to ensure the protection and secure handling of such information:

  1. Maintenance of Confidentiality The Receiving Party shall:

    • Restrict Disclosure: Keep the Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party.
    • Limit Access: Ensure that access to the Confidential Information is limited to those employees, agents, or consultants who have a need to know such information for the purpose of this MNDA and who are bound by similar obligations of confidentiality.
    • Secure Handling: Exercise due diligence in selecting platforms handling data to protect the confidentiality of the Confidential Information and to prevent any unauthorized use, dissemination, or publication of the Confidential Information similar to those it takes to protect its own confidential information, but in no case less than reasonable care.
    • Encrypted Disclosures: Utilize EncryptedByDefault platforms such as Share.Note.sx with reasonable care for disclosures, especially about sensitive disputes, or as requested in notice of insecurity or as required in the license footer for secure handling of the disclosures and authorized dissemination of Confidential Information.

  2. Use of Confidential Information The Receiving Party agrees to:

    • Purpose Limitation: Use the Confidential Information solely for the purpose of evaluating, engaging in, and conducting the specific business transaction or relationship for which the information was disclosed, and not for any other purpose.
    • Protection of Intellectual Property: Acknowledge that the Confidential Information is the proprietary and valuable property of the Disclosing Party and ensure that all intellectual property rights are respected and preserved.

  3. Exclusions from Confidential Obligations The obligations of confidentiality outlined herein shall not apply to any information that:

    • Public Domain: Becomes publicly known through no fault of the Receiving Party.
    • Prior Knowledge: Was in the possession of the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records.
    • Independent Development: Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
    • Legal Requirement: Is required to be disclosed by law, regulation, or a valid and reasonable search warrant of a court or other governmental body; provided, however, that the Receiving Party shall first have given notice to the Disclosing Party and made a reasonable effort to obtain a protective order.

  4. Return or Destruction of Confidential Information Upon the termination of this MNDA or upon the Disclosing Party’s written request, the Receiving Party shall:

    • Return or Destroy: Promptly return or destroy all copies of the Confidential Information received under this agreement, at the choice of the Disclosing Party.
    • Certification of Compliance: If requested, provide written certification of the destruction or return of all such Confidential Information.

  5. Survivability of Confidentiality Obligations

    • The obligations and duties of confidentiality set forth in this agreement shall survive any termination of the MNDA and shall continue to be in effect for a period of three (3) years following the disclosure of the Confidential Information.
Link to original

Signal Administration

Any person administering a Signal group (“Signal Admin”) via which confidential information is shared under this MNDA is authorized by the Parties to enforce the confidentiality provisions of this MNDA in a fair and unbiased manner, including but not limited to temporarily restricting access to, deleting, or have deleted information under its administration if detects or reasonably suspects a material breach of this MNDA by any Party, until the breach or suspected breach is resolved hereunder.

Term and Termination

Each Party’s acceptance date of this MNDA shall be the date that the Party joins the Confidants’ Group. The Signal Admin may remove the Party from the Confidants’ Group in favor of direct communication, but does not constitute a termination of this MNDA or the obligations herein. This MNDA shall commence on the acceptance date and shall continue for a period of two (3) years after the last receipt of confidential information thereafter, unless terminated earlier by either Party as provided herein. The obligations of the Receiving Party with respect to the Confidential Information disclosed during the term of this MNDA shall survive for a period of not less than three (3) years following the termination or expiration of this MNDA.

Termination by a Party shall be effective upon written notice by the terminating Party in the =this.owner-group or other party’s direct Signal QR code or link. Any Party who terminates this MNDA and fails to thereafter publish a valid notice address thereby releases all remaining Parties and the Signal Admins from any duty of notice that may otherwise apply and from any and all liability for failure to provide notice under this MNDA.

Primary Dispute Resolution and Governing Law

This MNDA shall be governed by and construed in accordance with the WY IDR 24-03 (“IDR” or “PDR”) incorporated herein by reference without regard to its conflict of law provisions, and every dispute arising under or in relation to this MNDA shall be resolved as provided therein.

MNDA Acceptance

In witness of accepting this MNDA, each Party selects “Join Group” to =this.owner-group Signal Group, effective the date of joining.

Benson Confidants

I accept the the obligations to other confidants to adhere to the =this.Current-MNDA by joining one more of the Consent Channels below, effective the date of joining. The members of the Confidants’ Channel shall be called hereafter Benson Confidants or “Confidants”.

”Join Group” to consent here → =this.confidants-group-link

Please complete the following Acceptance Steps at your earliest connivence.

Acceptance Steps ↓

  • JoinStep1 - Each Party agrees by joining the =this.confidants-group-link. The group may have “Approve new members” set to “On”, in which case acceptance will become effective when the new member is accepted by a Signal Admin.
  • VerifyStep2 - Each Party verifies the Group Description is “=this.group-description”
  • ProofStep3 - Any Party may petition a fellow confidant to watch, witness, or notarize the acceptance of this MDNA or other proofing.
Example of Confidential Note
Link to original

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