This is the text of the Non-Disclosure Agreement signed by anyone with access to sensitive data on dreamwidth.org.
This CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the "Agreement") is made and entered into between Dreamwidth Studios, LLC ("Dreamwidth"), a Maryland limited liability company having a principal place of business at 38 S Paca St #217, Baltimore, MD, 21201, and the Individual named herein. The Effective Date of this Agreement is ___________________.
The Individual is : ________________________ Address : _______________________________ _______________________________________ Email : _________________________________
In consideration of the mutual covenants contained herein, the parties agree as follows:
Confidential Information may be written or oral, expressed in electronic media or otherwise disclosed, and may be tangible or intangible. All materials and information disclosed by Dreamwidth to the Individual through any method of access not available to the general public shall be presumed Confidential Information, and will be regarded as such by both Dreamwidth and the Individual unless the Individual can prove that the materials or information are not Confidential Information because they are (1) already known to the Individual at the time of disclosure to the Individual by Dreamwidth; (2) publicly known at the time of disclosure to the Individual by Dreamwidth; or (3) explicitly labeled as not Confidential Information by a Member of the Limited Liability Company Dreamwidth Studios, LLC.
The obligations described herein will cease applying to particular information that has (1) become publicly known through no fault of the Individual; (2) is received by the Individual properly and lawfully from a third party without restrictions on disclosure and without knowledge or reasonable suspicion that the third party's disclosure is in breach of any obligations to Dreamwidth; (3) has been developed by the Individual completely independently of any obligation to Dreamwidth or the delivery of Confidential Information; (4) has been approved for public release by written authorization of a duly-authorized officer of Dreamwidth.
The Individual agrees that:
3. LIMITED USE
The parties acknowledge that any Confidential Information provided to the Individual by Dreamwidth is to be used for the limited and sole purpose of providing services to Dreamwidth.
The Individual acknowledges that Dreamwidth will retain sole and exclusive ownership of all right, title, and interest in and to all Confidential Information, including ownership of all copyrights, patents, and trade secrets pertaining thereto. Nothing contained in this Agreement will be construed as granting any rights, by license or otherwise, to any Confidential Information, except as expressly set forth herein.
5. EQUITABLE RELIEF AND REMEDIES
The Individual acknowledges that, in the event of any breach of this Agreement, Dreamwidth will not have an adequate remedy in money or damages. In the event of such breach, then, Dreamwidth will be entitled to obtain an injunction against such breach from any court of competent jurisdiction. Dreamwidth's right to obtain such relief will not limit its right to obtain other remedies. The Individual agrees to and will be responsible and primarily liable for, and shall indemnify Dreamwidth from and against, any and all claims, demands, actions, losses, damages, liabilities, costs, expenses, and disbursements incurred or sustained as a result of any breach of this Agreement. In addition to all other rights and remedies which either party may have hereunder, at law, in equity, by statute or otherwise, either party will be entitled to recover attorneys' fees, expenses, and court costs in the event of any breach of this Agreement by the other party. For the purposes of this Agreement, the term "attorneys' fees" shall mean the full and actual costs of any legal services actually rendered in connection with the matters involved.
Except as may otherwise be set forth herein or in a signed written agreement between the parties, Dreamwidth makes no representation or warranty as to accuracy, completeness, condition, suitability, or performance of the Confidential Information. Dreamwidth will have no liability to the Individual resulting from the Individual's use of Dreamwidth's Confidential Information.
7. RETURN OF INFORMATION
Upon the earlier of Dreamwidth's request or the termination of this Agreement, the Individual will promptly return or destroy all Confidential Information and related materials and discontinue all further use of the Confidential Information. Upon Dreamwidth's request, the Individual will promptly certify that such action has been taken.
8. REQUIRED LEGAL DISCLOSURE
The provisions of this Agreement will not be construed to prevent the Individual from disclosing Confidential Information to the extent required by any applicable law, regulation, or court, provided that the Individual will notify Dreamwidth in writing promptly after becoming aware of his/her obligations to make such a disclosure and will permit Dreamwidth to seek to challenge or limit such required disclosure.
9. RESTRICTIONS ON SUBLICENSES
Neither party may sell, transfer, assign, sublicense, or subcontract any right or obligation under this Agreement without the prior written consent of the other party.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A facsimile or electronically scanned and printed copy of this Agreement, including the signature pages, will be deemed to be an original.
The interpretation and enforcement of this Agreement will be governed by the laws of the state of Maryland, as they apply to a contract executed, delivered, and performed in that state. The parties agree that any legal action arising out of or in conjunction with this Agreement or any breach thereof shall be brought and prosecuted in an appropriate court of competent jurisdiction within Baltimore, Maryland, unless both parties agree in writing to a change of venue at the time of said dispute.
This Agreement will remain in full force and effect for a period of five (5) years from the Effective Date, fully independent of whether the Individual continues to perform services for Dreamwidth or continues to have access to the Confidential Information. Upon its expiration, both parties will have the option to renew the Agreement for an additional term.
13. ENTIRE AGREEMENT
This Agreement constitutes the complete and exclusive statement of agreement between the parties named herein. No modification, revision, or addendum of any of the terms of the Agreement shall be valid unless they are enacted in writing and signed by an authorized representative of each party. The section titles are for convenience only and have no force of law.
Should any portion of this Agreement be found unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms retain full force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as set forth below.