Confidants MNDA & PDR - Cover Page
This Agreement ("Agreement") consists of:
(1) this Cover Page (“Cover Page”) and (2) the Common Paper Mutual NDA Standard Terms Version 1.0 (“Standard Terms”) identical to those posted at commonpaper.com/standards/mutual-nda/1.0, and (3) the Principles of Peacemaking (“PDR”) identical to those posted at Docs.WikiWe.org/Standards/Peacemaking/2.0. A copy of the Standard Terms and PDR are attached for convenience only. Any modifications of the Standard Terms should be made on the Cover Page, which will control over conflicts with the Standard Terms.
Purpose
- Evaluating, engaging in, and conducting transactions and/or relationships with others who have accepted equivalent obligations to this MNDA and PDR (“Confidants”)
Term
- Continues until terminated in accordance with the terms of the MNDA
Term of Confidentiality
- 3 years from date of last disclosure, but in the case of trade secrets until Confidential Information is no longer considered a trade secret under applicable laws
Governing Law, Jurisdiction & Arbitration
- Unless agreed upon in writing by the disputing parties, the applicable Governing Law shall be Wyoming State and Wyoming State Courts of Uinta County shall serve as the default Jurisdiction and venue for enforcing arbitration awards or resolving legal disputes, subject to the PDR.
- The disputing parties are free to select any mediator, conciliator, arbitrator, venue, and/or governing law they mutually agree upon, as long as it aligns with the provisions of this Agreement.
Changes to Standard Terms
- Each party becomes a Confidant by executing this Agreement and accepting equivalent obligations under this MNDA and PDR, with obligations commencing on their individual Effective Date. For information shared between parties with different Effective Dates, protection obligations apply from the later Effective Date. New parties may join by executing an identical Cover Page. For purposes of the PDR, a ‘fellow Principled Peacemaker’ means any other Confidant bound by this Agreement.
- Any binding arbitration required under this Agreement shall be conducted in accordance with and subject to the PDR. If the disputing parties cannot mutually agree upon an arbitrator within 30 days of invoking arbitration, each party shall propose 1-3 qualified arbitrators. The arbitrator shall then be selected by random draw from the combined pool of proposed arbitrators, with each party having the right to strike one arbitrator from the opposing party’s list before the random selection. Parties will split arbitration costs equally unless otherwise agreed in writing.
- Each party agrees to protect the personal identifying information of the other Confidants, subject to the Exceptions in the Standard Terms.
- Notices, requests and approvals under this Agreement must be sent in writing to the email address provided on the Cover Page and are deemed delivered upon the earlier of: (a) actual receipt, or (b) 24 hours after sending if no delivery failure notification is received. Parties must promptly notify all other parties of any changes to their contact information. Any party who terminates this Agreement must provide a valid forwarding address for future communications within 30 days of termination. Failure to provide such forwarding address after reasonable efforts to locate the party shall excuse remaining parties from notice obligations that arise more than 60 days after the last known contact information becomes invalid, but shall not release any party from pre-existing obligations or liability under this Agreement.
- All disputes and matters related to this Agreement shall be resolved according to the PDR process, provided that if any aspect of the PDR conflicts with mandatory legal requirements of the governing jurisdiction, the parties shall modify the PDR process to comply with such requirements while preserving its collaborative principles to the maximum extent possible. Emergency relief may be sought in courts of competent jurisdiction when immediate injunctive relief is necessary to prevent irreparable harm, but such emergency proceedings shall not waive the requirement to pursue the PDR process for final resolution of the underlying dispute.
- Should any provision of this Agreement be determined invalid or unenforceable by a court or arbitrator, such determination shall not affect the validity or enforceability of the remaining provisions. The parties agree to negotiate in good faith within 30 days to replace any invalidated provision with a valid and enforceable term that most closely achieves the original intent while complying with applicable law. If the parties cannot agree on a replacement within such period, the matter shall be resolved through the PDR process.
Each party agrees to enter into this Agreement as of the Effective Date by written acceptance or by signing:
| Name | Signature | Effective Date | Notice Address | Title | Company |
|---|---|---|---|---|---|
MNDA Standard Terms Version 1.0
MNDA Standard Terms
1. Introduction.
This Mutual Non-Disclosure Agreement (which incorporates these Standard Terms and the Cover Page (defined below)) (“MNDA”) allows each party (“Disclosing Party”) to disclose or make available information in connection with the Purpose which (1) the Disclosing Party identifies to the receiving party (“Receiving Party”) 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”). Each party’s Confidential Information also includes the existence and status of the parties’ discussions and information on the Cover Page. Confidential Information includes technical or business information, product designs or roadmaps, requirements, pricing, security and compliance documentation, technology, inventions and know-how. To use this MNDA, the parties must complete and sign a cover page incorporating these Standard Terms (“Cover Page”). Each party is identified on the Cover Page and capitalized terms have the meanings given herein or on the Cover Page.
2. Use and Protection of Confidential Information.
The Receiving Party shall: (a) use Confidential Information solely for the Purpose; (b) not disclose Confidential Information to third parties without the Disclosing Party’s prior written approval, except that the Receiving Party may disclose Confidential Information to its employees, agents, advisors, contractors and other representatives having a reasonable need to know for the Purpose, provided these representatives are bound by confidentiality obligations no less protective of the Disclosing Party than the applicable terms in this MNDA and the Receiving Party remains responsible for their compliance with this MNDA; and (c) protect Confidential Information using at least the same protections the Receiving Party uses for its own similar information but no less than a reasonable standard of care.
3. Exceptions.
The Receiving Party’s obligations in this MNDA do not apply to information that it can demonstrate: (a) is or becomes publicly available through no fault of the Receiving Party; (b) it rightfully knew or possessed prior to receipt from the Disclosing Party without confidentiality restrictions; (c) it rightfully obtained from a third party without confidentiality restrictions; or (d) it independently developed without using or referencing the Confidential Information.
4. Disclosures Required by Law.
The Receiving Party may disclose Confidential Information to the extent required by law, regulation or regulatory authority, subpoena or court order, provided (to the extent legally permitted) it provides the Disclosing Party reasonable advance notice of the required disclosure and reasonably cooperates, at the Disclosing Party’s expense, with the Disclosing Party’s efforts to obtain confidential treatment for the Confidential Information.
5. Term and Termination.
This MNDA commences on the Effective Date and expires at the end of the MNDA Term. Either party may terminate this MNDA for any or no reason upon written notice to the other party. The Receiving Party’s obligations relating to Confidential Information will survive for the Term of Confidentiality, despite any expiration or termination of this MNDA.
6. Return or Destruction of Confidential Information.
Upon expiration or termination of this MNDA or upon the Disclosing Party’s earlier request, the Receiving Party will: (a) cease using Confidential Information; (b) promptly after the Disclosing Party’s written request, destroy all Confidential Information in the Receiving Party’s possession or control or return it to the Disclosing Party; and (c) if requested by the Disclosing Party, confirm its compliance with these obligations in writing. As an exception to subsection (b), the Receiving Party may retain Confidential Information in accordance with its standard backup or record retention policies or as required by law, but the terms of this MNDA will continue to apply to the retained Confidential Information.
7. Proprietary Rights.
The Disclosing Party retains all of its intellectual property and other rights in its Confidential Information and its disclosure to the Receiving Party grants no license under such rights.
8. Disclaimer.
ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”, WITH ALL FAULTS, AND WITHOUT WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9. Governing Law and Jurisdiction.
This MNDA and all matters relating hereto are governed by, and construed in accordance with, the laws of the State of Governing Law, without regard to the conflict of laws provisions of such Governing Law. Any legal suit, action, or proceeding relating to this MNDA must be instituted in the federal or state courts located in Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of such Jurisdiction in any such suit, action, or proceeding.
10. Equitable Relief.
A breach of this MNDA may cause irreparable harm for which monetary damages are an insufficient remedy. Upon a breach of this MNDA, the Disclosing Party is entitled to seek appropriate equitable relief, including an injunction, in addition to its other remedies.
11. General.
Neither party has an obligation under this MNDA to disclose Confidential Information to the other or proceed with any proposed transaction. Neither party may assign this MNDA without the prior written consent of the other party, except that either party may assign this MNDA in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities. Any assignment in violation of this Section is null and void. This MNDA will bind and inure to the benefit of each party’s permitted successors and assigns. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this MNDA is held unenforceable, it will be limited to the minimum extent necessary so the rest of this MNDA remains in effect. This MNDA (including the Cover Page) constitutes the entire agreement of the parties with respect to its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter. This MNDA may only be amended, modified, waived, or supplemented by an agreement in writing signed by both parties. Notices, requests and approvals under this MNDA must be sent in writing to the email or postal addresses on the Cover Page and are deemed delivered on receipt. This MNDA may be executed in counterparts, including electronic copies, each of which is deemed an original and which together form the same agreement.
Common Paper MNDA Version 1.0 free to use under CC BY 4.0.
Link to original
Principles of Peacemaking 2.0
Principles of Peacemaking
We as Principled Peacemakers 🕊️ are each responsible to embody three core principles for peacemaking by promising:
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.
Integrity Promise
I promise to be honest, fair, and authentic, always keeping my word and taking responsibility for my actions. I will uphold my ethical principles, build trust, and maintain consistency in my relationships and interactions.
Mutual Respect Promise
I promise to respect the autonomy of others, to refrain from seeking remedies in excess of their binding promises and agreements, and to refrain from claiming obligations from others greater than my own obligations to them.
Reputation Acceptance
I accept that dishonoring these promises may stain my reputation until I measure the impact and make amends.
Link to originalWikiWe™ Principles of Peacemaking governed under Peacemakers' Compact Y24-04 • CC BY-SA 4.0 released 2024-04