WikiWe

WikiWe Confidants MNDA 24-02

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This Mutual Non-Disclosure Agreement (“MNDA”) is entered into and between the persons who are invited by the Administrator and subsequently join the secure private communication channel (hereinafter “Consent Channel”) indicated in this MNDA below. Each such person is hereinafter referred to as a “Party” and collectively as the “Parties”.

The Parties appoint and accept Depublica, a Wyoming C corporation, and its wholly-owned affiliates as Administrator of, and Party to, this MNDA. The Administrator 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 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. The Parties excluding the Administrator may by unanimous consent remove and appoint any Administrator of this MNDA.

Purpose

The Parties wish to explore potential business opportunities, collaboration, research, and/or 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”, 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, technical or business information, product designs or roadmaps, requirements, pricing, security and compliance documentation, technology, inventions, and know-how.

For avoidance of doubt, all non-public information located in or accessed via any database, repository, web page or other online data maintained by Ricardiam DAO LLC dba WikiWe for member-only access is confidential to Ricardiam DAO LLC and/or to one or more of its members, regardless of whether marked as confidential.

Obligations

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; and
  4. limit access to the Confidential Information to its 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.

Exceptions

The obligations set forth in Section 2 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 from a third party with a verifiable 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 Consent Channel. 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 Consent Channel followed within not more than twenty-four (24) hours by withdrawal of the terminating Party from the Consent Channel. Any Party who terminates this MNDA and fails to thereafter publish in the Consent Channel a valid forwarding address for future communication thereby releases all remaining Parties and the Administrator 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.

Duty of Confidentiality

Upon the receipt of Confidential Information under this MNDA, 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: Take all reasonable measures 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.
  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.

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 Utah State Courts of Salt Lake County Utah, and the applicable law shall be Utah law.

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If judicial officials demonstrate prejudice to this MNDA, privacy laws, or encryption rights, any party may transfer Utah State Courts of Utah Lake County Utah, provided the venue is available and does not cost addition resource by the parties and court.

MNDA Acceptance

In witness of accepting this MNDA, each Party selects “Join Group” on the WikiWe Confidants 🤐 Consent Channel:

WikiWe Confidants 🤐

I accept the Member Responsibilities of WikiWe Confidants 🤐, which is abide by the Duties of Confidentiality and Principles of Peacemaking.

2 Use Signal.org for Secure Communications

I Show My Acceptance by Joining ↓

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🗄️ Licensed under CC BY-SA 4.0 by WikiWe™ Commons • Updated 2024-02-05

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