Mutual Non-Disclosure Agreement (MNDA)

This Mutual Non-Disclosure Agreement ("MNDA") applies to confidential information communicated by or between a natural person (”User”) and Ricardiam DAO LLC or any of its affiliates (the “Company”) in connection with an agreement between the User and the Company (”Agreement”) that specifically incorporates this MNDA in writing. The User and Company are each hereinafter referred to as a "Party" and collectively as the "Parties". Capitalized terms provided herein have the meaning provided in this MNDA or in the Agreement.

Purpose: The Parties wish provide or receive Services and perform other actions specified in the Agreement (the "Purpose"), and in connection with the Purpose, each Party may disclose or make available to the other Party certain confidential information.

  1. 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, sensitive personal identifying information, private discussions, technical or business information, product designs or roadmaps, requirements, pricing, security and compliance documentation, technology, inventions, and know-how.

  2. Obligations

    Each Receiving Party agrees to:

    (a) take reasonable measures to protect the Confidential Information from unauthorized publication or disclosure, 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;

    (b) not disclose, or permit to be disclosed, the Confidential Information to any third party without recorded consent of the Disclosing Party, except as otherwise provided by the Agreement or by this MNDA;

    (c) not use, or permit the use of, the Confidential Information for any purpose other than the Purpose; and

    (d) 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.

  3. Exceptions

    The obligations set forth in Section 2 above shall not apply to information that:

    (a) is or becomes publicly available without breach of this MNDA;

    (b) was lawfully in the Receiving Party's possession prior to disclosure by the Disclosing Party and not subject to any other confidentiality obligations;

    (c) is independently developed by the Receiving Party without reference to or use of the Confidential Information;

    (d) is lawfully obtained from a third party without any obligation of confidentiality; or

    (e) 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.

  4. Term and Termination

    This MNDA is effective upon first acceptance of the Agreement by the User and remains until termination thereof. The obligations of the Receiving Party with respect to the Confidential Information disclosed by the Disclosing Party during the term of this MNDA shall survive termination of the Agreement indefinitely.

    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.

  5. 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.

  6. Conflict Resolution and Governing Law

    This Agreement shall be governed by and construed as provided in the Agreement, and every dispute arising under or in relation to this MNDA shall be resolved as provided therein.

Last updated: August 21, 2023