Mutual Non-Disclosure Agreement
This is a mutual non-disclosure agreement between Snegov.co LLC, a Missouri limited liability company run by Oleg Snegov (204 N Main Street, Suite 8, Republic, MO 65738), and you, the company named at the end. "I" and "me" in this text mean Snegov.co LLC, acting through Oleg. It exists so we can talk openly about your business before either of us commits to anything. It works in both directions: what I promise you, you promise me.
1. What it is for
We are sharing information for one purpose: deciding whether to work together, and if so, how. Call that the Purpose. Neither of us may use the other's confidential information for anything else. This agreement does not stop either of us from working with anyone else, including each other's competitors.
2. What counts as confidential
Confidential information is anything one of us shares with the other for the Purpose after this agreement takes effect, in any form: spoken, written, on a screen, in a file. For you that includes how your business runs, your systems, your numbers, your customers and suppliers, and your plans. For me it includes my methods, my tools and the details of my other work. It also covers the fact that we are talking and how far the talks have got.
It covers what we discuss, and what we send each other for those discussions. Something one of us sends is covered from the moment the other acknowledges it in writing (a reply by email or chat counts) or we discuss it. If you send me something I did not ask for, I may delete it unread; until it is acknowledged or discussed, this agreement does not cover it. The same applies to what I send you.
It does not cover information that is public, or becomes public with no fault of the side that received it. It does not cover information the receiving side already had. It does not cover information that comes from someone else who was free to share it. It does not cover information the receiving side works out on its own, without using the other side's information.
Neither of us is stopped from using the general knowledge, skill and experience we already carry. That is not permission to use the other side's confidential information from memory.
3. What we each promise
- Keep it confidential, and use it only for the Purpose.
- Share it only with our own people and advisors who need it for the Purpose and who are bound to keep it at least as confidential as this agreement requires. Each of us answers for our own people.
- Protect it with at least the care we use for our own confidential information, and never less than reasonable care.
- Tell the other side quickly if their information gets out, and help put it right.
Either of us may record and transcribe a call with an AI note-taker so we both have an accurate record of what was said and decided. Whoever records says so at the start of the call; either of us can say no then, or at any time, and it is off for that call. Recordings and transcripts are confidential information under this agreement. Each of us keeps our own for two years after the call and then deletes them; while they exist, the other side can have a copy of any call they were on by asking in writing. Section 5 does not apply to them.
4. When disclosure is allowed
Sometimes a court, a government body or the law requires one of us to disclose the other's information. We tell the other side first, as far as the law allows, so they can object or ask for protection. We disclose only what is required. The rest stays confidential.
5. Giving it back
When either of us asks in writing, or when this agreement ends, the other returns or destroys the confidential information within 30 days and confirms that in writing. This does not apply to information we are still using under the service agreement. Copies caught in routine backups may stay, still confidential, until they are overwritten in the normal course.
6. Nothing else is granted
Sharing information gives no license and no ownership. Everything stays with the side that shared it. Neither of us has to share anything, and neither of us has to go further: talking under this agreement does not commit either of us to any deal. Everything is shared as it is, with no promise that it is accurate or complete.
7. How long
This agreement lasts one year from the day it takes effect. Either of us can end it sooner by writing to the other, and it ends when that notice arrives. If nothing was sent between us within 30 days of the day you signed that is covered, or later becomes covered by being acknowledged or discussed, it ends on its own. Ending it, in any of these ways, stops new sharing from being covered; what was already shared stays protected as below.
What was shared under it stays confidential for two years after it was shared. A trade secret stays confidential for as long as it remains a trade secret. If we sign the service agreement, its confidentiality section takes over from that day for everything shared from then on. What was shared before stays under this agreement, and signing the service agreement does not cancel that; but from that day the information already shared may also be used for the work under the service agreement.
8. If it is broken
A leak of confidential information can cause harm that money does not fix. So either of us may ask a court to stop a breach, or a threatened breach. That is on top of any other remedy the law gives.
9. Notice required by federal law
Federal law, 18 U.S.C. 1833(b), protects people who report a suspected crime. A person is not criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret in confidence to a federal, state or local government official, or to an attorney, when the only purpose is to report or investigate a suspected violation of law. The same protection covers a trade secret in a complaint or other document filed under seal in a lawsuit. Nothing in this agreement limits that protection.
10. The rest, in plain words
- Notices. Anything that has to be in writing goes by email: to me at info@snegov.co, to you at the signer's email in the Specifics. It counts as delivered the next business day. Business days are Monday to Friday, Central Time. Either of us can change our notice email by writing to the other.
- The whole deal. This text and the Specifics are the whole agreement between us about confidentiality before the service agreement. It replaces any earlier promise on the subject.
- Changes. This text changes only when we both agree in writing. Nothing typed into the form on this page changes it on its own. A change I accept by countersigning becomes part of the Specifics and wins over this text; a request cannot remove the exclusions in section 2, section 9 or the law in this section, and cannot change this sentence.
- Letting something slide. If either of us lets a breach pass once, that does not give up the right to insist the next time.
- Handing it on. Neither of us gives this agreement to someone else without the other's written agreement, except to a buyer of the whole business.
- If part of it fails. If a court strikes out part of this, the rest still stands.
- Law. Missouri law governs. Disputes we cannot resolve by talking are brought in the state or federal courts located in Greene County, Missouri.
11. How this gets signed
This published text is my offer; it is not yet my signature. You sign by filling in the Specifics, typing your name, ticking the box and pressing the button. Nothing is in force at that moment. I then read what you signed, including any change you asked for, and either countersign or decline, usually the same day; your copy shows which. If I countersign, the agreement is in force from the moment you signed, so the call you signed for is covered, and an accepted change is part of it. If I decline, no agreement is formed and you can sign again. If I do neither within ten business days, your signature lapses and neither of us is bound, and nothing shared in the meantime is covered; that is why I countersign before we talk. You can withdraw your signature by email at any time before I countersign, and I will decline it. If the same company signs more than once, the latest Specifics I countersign replace the earlier ones; a signature I decline or that lapses changes nothing. It covers what we share from then on, so if you want our first call covered, sign before the call. By signing you confirm you can commit the company you named. The version number and the text hash on your copy show exactly what you agreed to. I never edit a version once it is published.
The Specifics are the boxes that say who you are and what we will be talking about. Anything you write under Requested changes is a request, not a term. If you do not want to be bound without your change, do not sign yet; email me instead and we will sort it out first.