Signal Group Confidants MNDA 2.0

Signal Group Confidants MNDA (Mutual Non-Disclosure Agreement - Version 2.0)

This Mutual Non-Disclosure Agreement (“MNDA” or Signal Group Confidants MNDA 2.0) is entered into and between the persons who join the secure Signal group (hereinafter “Confidants’ Channel”) indicated in this MNDA below. Each such person is hereinafter referred to as a “Party” or “Confidant” and collectively as the “Parties” and is required to use Signal for electronic communication and consent under this MNDA.

Purpose.

The Parties wish to explore potential business opportunities, collaboration, exchanging passwords, research, relationship repair, reconciliation, and/or defining 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 (e.g., Obsidian plugins and settings, vault ontology/class definitions), product designs, business plans, inventions, financials, security and compliance documentation, and proprietary know-how.

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

Obligations.

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.

Each Receiving Party agrees to:

1. hold the Confidential Information in strict confidence and take reasonable measures to protect the Confidential Information, using at least the same degree of care as the Receiving Party uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care;
2. not disclose, or permit to be disclosed, the Confidential Information to any third party without recorded consent of the Disclosing Party;
3. not use, or permit the use of, the Confidential Information for any purpose other than the Purpose;
4. limit access to the Confidential Information to its authorized employees, contractors, or agents who have a need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations at least as protective as those contained in this MNDA;
5. protect all passwords, crypto keys, and Confidential Information by only exchanging such information IRL (In Real Life), via Signal, or via an equivalently secure channel; and
6. adhere to Signal Admin and Disclosing Party requests to delete confidential information, “Delete messages”, or “Leave group” within Signal.

Exceptions.

The obligations set forth in section above shall not apply to information that:

1. is or becomes publicly available without breach of this MNDA;
2. was lawfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party and not subject to any other confidentiality obligations;
3. is independently developed by the Receiving Party without reference to or use of the Confidential Information;
4. is lawfully obtained by a verified search warrant; or
5. is required to be disclosed by law, regulation, or court order, provided that the Receiving Party provides prompt written notice of such requirement to the Disclosing Party and reasonably cooperates in any effort to seek a protective order or similar relief.

Term and Termination.

Each Party’s acceptance date of this MNDA shall be the date that the Party joins the Confidants’ Channel. The Signal Admin may remove the Party from the Confidants’ Channel 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 (2) 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 Confidants’ Channel or other party’s direct Signal channel. Any Party who terminates this MNDA and fails to thereafter publish in the Confidants’ Channel a valid forwarding address for future communication 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.

Return or Destruction of Confidential Information.

Upon the Disclosing Party’s request or the termination or expiration of this MNDA, the Receiving Party shall promptly return or, at the Disclosing Party’s option, destroy all copies of the Confidential Information in its possession or control, except as required by law or as otherwise agreed by the Parties in writing.

Conflict Resolution and Governing Law

This MNDA shall be governed by and construed in accordance with the Utah IDR 2.2 (“IDR”) 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.

This IDR shall be Primary Dispute Resolution process (PDR) for resolving any disputes or issues arising under or in connection with to the MNDA. All Confidants will exhaust the steps of the Principled Resolution Promise before taking legal any and all action:

Principled Resolution Promise

I promise to authentically, directly, peacefully, and proactively provide feedback and respond to complaints within 30 days. Instead of legal action, I will first seek resolution through direct discussion; second, prepare and share a record detailing my claim, proposed remedy, controlling principles, and undisputed facts with a fellow Principled Peacemaker; third, involve a neutral Principled Peacemaker to help reach an agreeable resolution; and fourth, if required, resolve the dispute by binding arbitration before a mutually acceptable arbitrator.

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If a party does not engage in this PDR process, the arbitrator is authorized to issue a decision and award, which may include legal and filing fees, based on the evidence presented by the participating parties. Costs for conciliation and arbitration will be equally borne by the parties. In case of scheduling conflicts, the parties agree to use electronic scheduling, for example cal.com, to ensure reasonable availability for each other. A failure to enforce any aspect of the PDR does not imply a waiver of those rights. Should any part of the PDR be deemed invalid or unenforceable by a court, the rest of the PDR provisions will still be applicable.

Venue and Choice of Law

Venue and Choice of Law

The Disputants may choose any mutually agreed venue and choice of law consistent with this IDR. To the extent not otherwise provided by this IDR or agreed in writing by the Disputants, the venue for any legal dispute or arbitration award arising under the Agreement and/or IDR shall be the VIEW[{Primary-Venue}], and the applicable law shall be VIEW[{Choice-of-Law}]. If judicial officials demonstrate prejudice to this MNDA, privacy laws, or encryption rights, any party may transfer the case to the VIEW[{Backup-Venue}], provided the venue is available and willing to receive the case.

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Notice

Notice under this License shall be effective when sent to the Signal number noted below or later specified in effective written notice provided to a Party, or by other notice with acknowledgement of receipt.