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RECIPROCAL NON-DISCLOSURE, NON-CIRCUMVENTION AND LIMITED USE AGREEMENT

BETWEEN

Voideffect LLC,
a Wyoming limited liability company ("Voideffect" or "IP Holder")

Address: 30 N Gould St STE N; Sheridan, WY 82801,USA

Email: nda.legal@voideffect.com

AND

Recipient: [Full Legal Name / Entity Name]

Address: [Recipient Address]

Email: [Recipient Email]

Phone: [Recipient Phone]

.

Effective Date: [Month DD, YYYY]

.

This Reciprocal Non-Disclosure, Non-Circumvention and Limited Use Agreement ("Agreement") is entered into by and between Voideffect LLC and the Recipient listed above.The Parties wish to exchange certain non-public information solely for the Purpose defined below.

SECTION 1. PURPOSE

The Parties may disclose Confidential Information solely for the purpose of evaluating, discussing, structuring, supporting, or facilitating a potential philanthropic, strategic, scientific, creative, commercial, licensing, or related relationship or transaction (the "Purpose").

No other use is permitted unless the disclosing Party gives prior written consent.

SECTION 2. CONFIDENTIAL INFORMATION

"Confidential Information" means all non-public information disclosed in any form, whether oral, written, visual, digital, recorded, or otherwise, including without limitation concepts, frameworks, methodologies, models, research, drafts, analyses, charts, plans, donor or partner information, pitch materials, financial assumptions, technical materials, branding, legal structures, contacts, correspondence, and all notes, summaries, extracts, copies, and derivative materials prepared from or reflecting such information.

Confidential Information includes information disclosed before or after the Effective Date if disclosed in connection with the Purpose.

SECTION 3. EXCLUSIONS

Confidential Information does not include information that Recipient can demonstrate by written evidence:

was publicly available without breach of this Agreement;

was lawfully known to Recipient before disclosure without confidentiality restriction;

was lawfully obtained from a third party without breach of duty; or

was independently developed without use of or reference to Voideffect Confidential Information.

SECTION 4. CONFIDENTIALITY AND LIMITED USE

Recipient shall keep all Confidential Information strictly confidential and use it solely for the Purpose.

Recipient shall disclose Confidential Information only to employees, officers, advisors, attorneys, accountants, or representatives who have a strict need to know for the Purpose and are bound by confidentiality obligations at least as protective as this Agreement.

Recipient shall remain fully responsible for any act or omission of its representatives that would constitute a breach of this Agreement.

Recipient shall protect Confidential Information using at least the same degree of care it uses for its own highly sensitive information, and in no event less than reasonable care.

SECTION 5. NON-USE RESTRICTIONS

Recipient shall not, directly or indirectly, without Voideffect’s prior written consent:

copy, reproduce, publish, distribute, transmit, or otherwise disseminate Confidential Information except as strictly necessary for the Purpose;

exploit, commercialize, adapt, replicate, restructure, reverse engineer, decompile, disassemble, or use Confidential Information to create competing or derivative offerings;

use Confidential Information to evaluate, pursue, or support any opportunity in a manner adverse to Voideffect’s interests or project position;

remove, obscure, or alter any confidentiality, ownership, attribution, or watermark notice attached to any materials.

SECTION 6. NON-CIRCUMVENTION

Recipient shall not directly or indirectly contact, solicit, negotiate with, transact with, or otherwise seek to bypass Voideffect LLC in relation to donors, funders, partners, counterparties, leads, introductions, strategic relationships, or opportunities introduced, identified, or developed through the project or through communications under this Agreement, except with Voideffect’s prior written consent.

This restriction applies during the term of this Agreement and for a period of twenty-four (24) months thereafter with respect to relationships, opportunities, and introductions first made available through Voideffect.

SECTION 7. INTELLECTUAL PROPERTY

All right, title, and interest in and to all existing and future intellectual property, confidential know-how, materials, concepts, structures, texts, methodologies, brands, marks, charts, frameworks, donor materials, drafts, and project-related assets disclosed or referenced under this Agreement shall remain exclusively vested in Voideffect LLC unless expressly agreed otherwise in a separate written instrument signed by Voideffect LLC.

No license, assignment, transfer, co-ownership right, commercialization right, or other intellectual property right is granted under this Agreement by implication, estoppel, acquiescence, or otherwise.

Recipient acknowledges that access to Confidential Information does not create any ownership claim, usage right, expectation interest, partnership right, profit interest, or equitable interest in Voideffect IP or project opportunities.

SECTION 8. RETURN, DELETION AND PRESERVATION

Upon Voideffect’s written request, Recipient shall promptly return, permanently delete, or destroy all Confidential Information, including copies, summaries, notes, and derivative materials, and shall confirm such compliance in writing.

Recipient may retain one archival copy solely to the extent required for legal, regulatory, or compliance purposes, provided such copy remains subject to this Agreement and is not accessed for any other purpose.

SECTION 9. REQUIRED DISCLOSURE

If Recipient is required by law, regulation, court order, or governmental process to disclose Confidential Information, Recipient shall, to the extent legally permitted, promptly notify Voideffect in writing and cooperate in seeking confidential treatment or a protective order.

Recipient shall disclose only the minimum portion legally required and shall use reasonable efforts to obtain assurances that confidential treatment will be afforded to the maximum extent possible.

SECTION 10. TERM

This Agreement shall remain in effect for three (3) years from the Effective Date.

Notwithstanding the foregoing, all obligations relating to trade secrets, confidential know-how, and proprietary non-public information shall survive for so long as such information remains protected under applicable law.

SECTION 11. REMEDIES

Recipient acknowledges that any breach or threatened breach of this Agreement may cause immediate and irreparable harm to Voideffect for which monetary damages alone may be inadequate.

Voideffect shall therefore be entitled to injunctive relief, equitable relief, specific performance, recovery of reasonable enforcement costs and attorneys’ fees where permitted by law, and any other remedies available at law or in equity.

The rights and remedies of Voideffect are cumulative and not exclusive.

SECTION 12. NO OBLIGATION; NO WAIVER

Nothing in this Agreement obligates either Party to enter into any transaction, relationship, funding commitment, partnership, license, or further agreement.

No failure or delay in exercising any right under this Agreement shall operate as a waiver, and no single or partial exercise of any right shall preclude any other or further exercise of that right.

SECTION 13. GOVERNING LAW AND VENUE

This Agreement shall be governed by the laws of the State of Wyoming, without regard to conflict-of-law principles.

The state and federal courts located in Wyoming shall have exclusive jurisdiction and venue over any dispute arising from or relating to this Agreement, and each Party irrevocably submits thereto.

SECTION 14. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY; SIGNATURES

This Agreement constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, understandings, and representations relating to confidentiality, limited use, and non-circumvention for the Purpose.

Any amendment or waiver must be in writing and signed by both Parties.

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

ACCEPTED AND AGREED:

Voideffect LLC (IP Holder)

Signature: ______________________________

Printed Name/Title: ______________________

Date: [Month DD, YYYY]

Recipient

Signature: ______________________________

Printed Name/Title: ______________________

Entity (if applicable): ____________________

Date: [Month DD, YYYY]

SUPPORT AND PLATFORM ACCESS AGREEMENT

This Support and Platform Access Agreement ("Agreement") is entered into as of [Month DD, YYYY] ("Effective Date") by and between

Voideffect LLC,

a Wyoming limited liability company ("Voideffect")

Address: 30 N Gould St STE N; Sheridan, WY 82801,USA;

Email: spa.legal@voideffect.com,

and

[CLIENT NAME / ENTITY] ("Client").

The Parties wish to establish a framework relationship under which Voideffect provides the support, access, visibility, and participation rights described herein for the benefit of the Program and its implementation, without any equity or ownership transfer.

SECTION 1. PURPOSE

Voideffect shall provide Client with support, access, platform visibility, and related services solely for the purpose of facilitating the project, philanthropic activity, communications, and related collaboration described in this Agreement (the "Purpose").

This Agreement is not a donation agreement, not an investment agreement, and not an employment agreement.

SECTION 2. SUPPORT SCOPE AND ACCESS

Subject to compliance with this Agreement, Client may receive access to the relevant platforms, documents, presentations, coordination channels, and other project-related materials as Voideffect determines appropriate in its discretion.

Voideffect may adjust, suspend, limit, or revoke access if reasonably necessary for legal, technical, strategic, confidentiality, operational, or reputational reasons.

Access rights are limited, revocable, non-exclusive, and non-transferable except as expressly agreed in writing by Voideffect.

SECTION 3. CLIENT RECOGNITION

At Client's request, and subject to Voideffect's reasonable discretion, compliance obligations, and any applicable confidentiality or strategic constraints, Voideffect may acknowledge Client by name on prominent website pages, project pages, acknowledgments, donor sections, publications, or comparable public-facing materials.

Any such naming, attribution, or visibility shall be limited to the manner, wording, location, and timing approved by Voideffect, and may be withheld, edited, delayed, or removed if necessary for legal, strategic, confidentiality, or reputational reasons.

Client consents to the use of its name, logo, and basic biographical or organizational reference solely for the agreed recognition purpose, if and when Voideffect elects to provide such recognition.

SECTION 4. SUPPORT AMOUNT; TERM; EXIT

The Parties agree that the support under this Agreement shall be in the amount of [AMOUNT] payable [monthly / quarterly / in one tranche] for a term ending on [Month DD, YYYY] .

Either Party may terminate this Agreement upon [60] days' written notice, and Voideffect may terminate immediately for breach, misuse, confidentiality concerns, legal risk, or operational necessity.

Any extension, renewal, or change of support amount or term must be agreed in writing by both Parties.

SECTION 5. NATURE OF SUPPORT AND PAYMENT

Any payment, contribution, fee, or other value provided under this Agreement is consideration for support, access, coordination, and related services only.

The Parties expressly agree that such payment is not a donation, not a capital contribution, and not a guarantee of any financial return, result, or use of funds.

Voideffect makes no representation that any amount provided will be used in any particular manner, unless expressly stated in a separate written instrument signed by Voideffect.

SECTION 6. RECEIPT; NO INVOICE

Voideffect LLC shall acknowledge receipt of each support payment in writing upon receipt.

Such acknowledgment shall serve only as confirmation of receipt and shall not constitute an invoice, bill, or tax invoice unless separately required by law.

The Parties agree that the support payments under this Agreement are made under a support arrangement and are not a donation, equity contribution, or guaranteed return.

SECTION 7. REPORTING AND STATUS UPDATES

Upon Client's reasonable written request, Voideffect shall provide brief status updates concerning the general progress, use, or status of the support relationship under this Agreement, provided that any such update may be limited to protect confidentiality, strategy, legal compliance, or operational integrity.

For avoidance of doubt, any reporting obligation under this Section is informational only and does not constitute a guarantee of outcome, use of funds, or achievement of any particular result.

SECTION 8. CONFIDENTIALITY

Each Party shall keep the other Party's non-public information confidential and use it only for the Purpose.

Any confidentiality obligations set forth in a separate NDA between the Parties shall remain in full force and effect and be incorporated by reference to the extent not inconsistent with this Agreement.

SECTION 9. INTELLECTUAL PROPERTY

All intellectual property, materials, concepts, frameworks, texts, trademarks, platforms, designs, and project assets remain the exclusive property of Voideffect LLC unless expressly transferred in a separate written instrument signed by Voideffect LLC.

Client receives only the limited, revocable access rights expressly described in this Agreement.

SECTION 10. NO OWNERSHIP OR EQUITY

Client receives no equity, shares, membership interest, profit participation, voting rights, governance rights, or other ownership interest in Voideffect LLC or in any related assets, materials, platforms, concepts, or intellectual property.

Nothing in this Agreement shall be interpreted as creating a partnership, joint venture, co-ownership arrangement, fiduciary duty, agency relationship, or employment relationship.

SECTION 11. No Guarantee / No Warranty

Voideffect makes no warranty, representation, or guarantee regarding outcome, success, implementation, timing, public response, fundraising, operational use, or any other result associated with the support provided.

Any examples, projections, comments, or discussions are informational only and are not binding commitments unless expressly stated otherwise in writing.

SECTION 12. TERMINATION EFFECTS

Upon termination or expiration, Client shall immediately cease using any non-public access privileges, materials, or platform credentials provided under this Agreement.

Voideffect may retain or remove public acknowledgments, references, or mentions in its discretion, subject to any prior written commitment to the contrary.

SECTION 13. TERMINATION FOR CAUSE AND CONVENIENCE

Either Party may terminate this Agreement for convenience upon the notice period stated herein, and Voideffect may immediately suspend or terminate access for cause, including breach, misuse, confidentiality concerns, legal risk, non-compliance, or operational necessity.

Upon termination or expiration, all access rights shall cease immediately, subject only to any archival or legal retention rights expressly permitted under this Agreement.

SECTION 14. LIMITATION OF LIABILITY

To the maximum extent permitted by law, Voideffect shall not be liable for indirect, incidental, consequential, special, or punitive damages arising out of or relating to this Agreement.

Voideffect's aggregate liability under this Agreement shall be limited to the amount actually paid to Voideffect under this Agreement in the three (3) months preceding the event giving rise to the claim, except where prohibited by law.

SECTION 15. PUBLICITY; CLIENT RECOGNITION, AND COMMUNICATIONS

No Party shall issue any press release, public announcement, or marketing communication concerning this Agreement or the relationship it creates without the other Party's prior written consent, except for the recognition rights expressly stated in this Agreement.

At Client's request, Voideffect may identify Client by name or logo on prominent public-facing pages, acknowledgments, donor sections, or comparable materials, subject always to Voideffect's reasonable editorial discretion, applicable confidentiality obligations, and any strategic or legal constraints.

Voideffect may reasonably edit, postpone, or remove any acknowledgment or public reference if required for legal, strategic, confidentiality, reputational, or operational reasons.

SECTION 16. GOVERNING LAW AND VENUE

This Agreement shall be governed by the laws of the State of Wyoming, without regard to conflict-of-law principles.

Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Wyoming, and each Party consents to such jurisdiction and venue.

SECTION 17. SUPPORTING INFORMATION / CONTACT DATA

The Parties acknowledge that certain operational details, including payment coordinates, contact information, and other administrative particulars, may be set out in a separate Contract Data Sheet or Supporting Information page provided for administrative convenience. Such information is intended solely to facilitate the performance and administration of this Agreement and shall form part of this Agreement only to the extent expressly stated herein. See package information /Annexes A-G below the signature block.

SECTION 18. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties concerning its subject matter.

Any amendment must be in writing and signed by both Parties.

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

This Agreement may be signed electronically and in counterparts.

SIGNATURES

Voideffect LLC

By: ______________________________
Name/Title: ________________________
Date: ______________________________

Client

By: ______________________________
Name/Title: ________________________
Date: ______________________________

SUB-SECTION

PACKAGE INFORMATION / ANNEXES A-G

For internal use and administrative convenience only.

Annex A: Support Schedule

Annex B: Receipt Template

Annex C: Payment Instructions

Annex D: Portal Access

Annex E: Supporter Information / Voluntary Basis

Annex F: Internal Ethical and Operational Guidelines /

Annex G: Philanthropic Context and Multiple Supporters


Voideffect LLC, Wyoming, USA
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