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 “Confidants 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 `VIEW[{MNDA-Administrator}]` 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, `VIEW[{ConfidentialInformationList}]`. For avoidance of doubt, all non-public information located in or accessed via any database, repository, web page or other online data maintained by Administrator for member-only access is confidential to Disclosing Party, 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 Confidants 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 Confidants Channel followed within not more than twenty-four (24) hours by withdrawal of the terminating Party from the Confidants 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 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. ### 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: ![[Principles of Peacemaking#Principled Resolution Promise]] 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 ![[Utah IDR 2.2#Venue and Choice of Law]] ### Notice Notice under this MNDA 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. 🗄️ Licensed under [CC BY-SA 4.0](https://creativecommons.org/licenses/by-sa/4.0/) by [WikiWe™](https://wikiwe.org/) Commons • Updated 2024-02-05