# Non-Disclosure Agreement — Kiowa Scott

# NON-DISCLOSURE AGREEMENT

Mutual Confidentiality — Business Partnership
Effective date: ________________
State: Indiana

This Non-Disclosure Agreement ("Agreement") is entered into as of the Effective Date above by and between:

Party A (Disclosing Party): Samuel S. James, individually, and in his capacity as sole member of SnS Network Solutions Holdings LLC ("Holdings"), located at 759 Boxwood Drive, South Bend, IN 46641, on behalf of Holdings and its current and future subsidiaries including SnS Hospitality Group LLC (collectively, the "Company").

Party B (Receiving Party): Kiowa Scott, of ________________ (address).

The parties may each be referred to as a "Party" and collectively as the "Parties."

## 1. Purpose

The Parties are entering into a business relationship regarding the formation and operation of SnS Hospitality Group LLC and its ventures (including "The Daily Pour" coffee trailer fleet). In the course of this relationship, confidential information will be shared between the Parties. This Agreement governs the protection and use of that information.

## 2. Consideration

In exchange for the mutual promises contained herein, and for access to the business opportunity described in the SnS Hospitality Group LLC Operating Agreement (including the equity, distributions, and partnership rights outlined therein), the Receiving Party agrees to the confidentiality obligations below. Both Parties acknowledge that this consideration is adequate and sufficient.

## 3. Confidential Information Defined

"Confidential Information" means any non-public information disclosed by either Party to the other in connection with the business relationship, including but not limited to:

- Personal information: Social Security Numbers, dates of birth, home addresses, banking and financial account details, government-issued identification numbers, tax identification numbers (EIN), and information in IRS or state correspondence
- Business information: Business plans, financial statements, revenue figures, profit margins, pricing strategies, supplier agreements, lease terms, vendor contracts, customer lists, and growth strategies
- Operational information: Standard operating procedures, recipes, menu formulations, training materials, and proprietary systems
- Intellectual property: Trademarks, brand assets, logos, marketing materials, domain names, software, and trade secrets
- Partnership terms: Equity percentages, vesting schedules, buyback terms, and any terms of the Operating Agreement not publicly disclosed

## 4. Exclusions

Confidential Information does not include information that:

- Is or becomes publicly available through no fault of the Receiving Party
- Was already lawfully known to the Receiving Party before disclosure, as demonstrated by written records predating this Agreement
- Is independently developed by the Receiving Party without use of or reference to the Confidential Information
- Is received from a third party who is not bound by confidentiality obligations regarding that information
- Is required to be disclosed by law, court order, or government authority — provided the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) before disclosing, to allow the Disclosing Party an opportunity to seek a protective order

## 5. Obligations of the Receiving Party

The Receiving Party shall:

- Use Confidential Information solely for purposes related to the business relationship (formation, operation, and management of SnS Hospitality Group LLC and its ventures)
- Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except as necessary to complete authorized filings (e.g., submitting information to the Indiana Secretary of State or IRS as part of entity formation)
- Protect Confidential Information with at least the same degree of care used to protect her own confidential information, and no less than reasonable care
- Not store SSNs, banking details, or EINs in unsecured files, shared drives, unencrypted messages, or any system without password protection
- Not use Confidential Information for personal benefit or any purpose outside the business relationship
- Limit access to Confidential Information to only those individuals who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement

## 6. Return and Destruction

Upon termination of the business relationship, or upon the Disclosing Party's written request, the Receiving Party shall within 14 days:

- Return all physical materials containing Confidential Information
- Permanently delete all digital copies of Confidential Information (including backups, downloads, screenshots, and copies in any form)
- Provide written confirmation that all Confidential Information has been returned or destroyed

Exception: The Receiving Party may retain copies of filings she submitted on the Company's behalf (e.g., Articles of Organization, EIN applications) as required by law or for her personal tax records.

## 7. Term and Duration

- Personal information (SSN, financial account details, government IDs): protected indefinitely — this obligation never expires.
- Trade secrets (proprietary systems, recipes, operational processes that derive value from being secret): protected for as long as the information remains a trade secret under Indiana's Uniform Trade Secrets Act (IC 24-2-3).
- All other business information: protected for 3 years after the termination of the business relationship between the Parties.

This Agreement is effective as of the date signed and survives termination of any individual venture, the Operating Agreement, or the business relationship itself, for the durations stated above.

## 8. Remedies

The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information — particularly personal information such as Social Security Numbers — may cause irreparable harm for which monetary damages alone are inadequate. The Disclosing Party is entitled to seek:

- Injunctive relief (court order to stop the disclosure immediately)
- Monetary damages (actual damages suffered as a result of the breach)
- Attorney's fees and costs incurred in enforcing this Agreement
- Any other remedies available at law or equity

These remedies are in addition to (not instead of) any forfeiture, buyback, or removal provisions in the SnS Hospitality Group LLC Operating Agreement.

## 9. Relationship to Operating Agreement

This NDA is a standalone agreement that exists independently of the SnS Hospitality Group LLC Operating Agreement. However:

- A material breach of this NDA constitutes grounds for Forfeiture for Cause under the Operating Agreement (§8 of that document)
- This NDA does not grant the Receiving Party any ownership, equity, or membership rights — those are governed solely by the Operating Agreement
- Termination of the Operating Agreement does not terminate this NDA — the confidentiality obligations survive per §7 above

## 10. No License or Rights Granted

Nothing in this Agreement grants the Receiving Party any ownership, license, or intellectual property rights in the Company's brand, IP, systems, or business. Access to Confidential Information is for the Purpose only and does not create any right to use, reproduce, or commercialize that information independently.

## 11. Whistleblower Protection

Nothing in this Agreement prohibits the Receiving Party from:

- Reporting suspected illegal activity to any federal, state, or local government agency or official
- Cooperating with a government investigation
- Making disclosures protected under whistleblower provisions of federal or state law

The Receiving Party is not required to notify the Disclosing Party before making any such report or disclosure.

## 12. Governing Law and Disputes

This Agreement is governed by the laws of the State of Indiana. Any dispute arising under this Agreement shall be resolved by binding arbitration in St. Joseph County, Indiana, under Indiana law. The prevailing party in any dispute shall be entitled to recover reasonable attorney's fees and costs.

## 13. Miscellaneous

- Entire agreement: This Agreement constitutes the entire understanding between the Parties regarding confidentiality of the information described herein and supersedes any prior oral or written understanding on that subject.
- Amendment: This Agreement may only be amended in a writing signed by both Parties.
- Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
- Assignment: This Agreement may not be assigned by the Receiving Party without the Disclosing Party's written consent.
- Counterparts: This Agreement may be signed in counterparts (including electronic signatures), each of which constitutes an original.

## Execution

The undersigned acknowledge and agree to the terms of this Non-Disclosure Agreement as of the Effective Date first written above.

DISCLOSING PARTY — Samuel S. James

Signature

Printed name: Samuel S. James

Title: Sole Member, SnS Network Solutions Holdings LLC

Date

RECEIVING PARTY — Kiowa Scott

Signature

Printed name: Kiowa Scott

Date