sns-network-solutions/businesses/sns-hospitality-group/docs/nda-formation-partner.md

# Non-Disclosure Agreement — Business Formation & Personal Information

> **Draft / template — not legal advice.** Working draft for LegalShield / an
> Indiana-licensed attorney to review before either party signs. Items in
> `[brackets]` need to be filled in or confirmed with counsel.

**Disclosing Party:** Samuel S. James, individually, and in his capacity as sole
member of SnS Network Solutions Holdings LLC ("Holdings"), on behalf of Holdings and
its current and future subsidiaries (collectively, the "Company")

**Receiving Party:** `Kiowa Scott`, of `[address]`

**Effective date:** `[date]`

---

## 1. Purpose

The Receiving Party is assisting the Company with (a) preparing and filing business
formation paperwork (e.g., Articles of Organization with the Indiana Secretary of
State / INBiz) for new subsidiary entities, (b) applying for Employer Identification
Numbers (EINs) with the IRS on behalf of those subsidiaries, and (c) participating as
a Member of Foodtruck1 LLC, the Company's first subsidiary venture in which the
Receiving Party holds a direct ownership interest (together, the "Purpose"). This
Agreement governs the Receiving Party's access to and use of Confidential Information
in connection with the Purpose.

## 2. Confidential Information

"Confidential Information" means any non-public information disclosed to or
accessed by the Receiving Party in connection with the Purpose, including without
limitation:

- **Personal information of Samuel S. James**, including Social Security Number,
  date of birth, home address, banking and financial account details, government-
  issued identification numbers, and information contained in IRS or state
  correspondence (e.g., EIN confirmation notices, Secretary of State filings);
- Business and financial information of Holdings and any subsidiary not yet public,
  including formation plans, ownership structure, financial statements, bank account
  information, contracts, and business strategy;
- For Foodtruck1 LLC specifically, any menu, recipe, supplier, pricing, staffing, or
  operational information not yet public, even though the Receiving Party is a Member
  of that entity — this Agreement governs the Receiving Party's obligations **to
  third parties**, not access between Members themselves.

Confidential Information does **not** include information that: (a) is or becomes
publicly available through no fault of the Receiving Party; (b) was already
lawfully known to the Receiving Party before disclosure, as shown by contemporaneous
written records; (c) is independently developed without use of the Confidential
Information; or (d) 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.

## 3. Obligations of the Receiving Party

The Receiving Party shall:

- Use Confidential Information **solely** for the Purpose;
- Not disclose Confidential Information to any third party without the Disclosing
  Party's prior written consent, except as required to complete a specific filing
  (e.g., submitting information to the Indiana Secretary of State or the IRS as part
  of the Purpose itself);
- Protect Confidential Information with at least the same degree of care used to
  protect the Receiving Party's own confidential information, and no less than
  reasonable care (e.g., not storing Social Security Numbers or banking details in
  unsecured files, shared drives, or unencrypted messages);
- Not use Confidential Information for the Receiving Party's own benefit or any
  purpose outside the Purpose (for example, not using Samuel S. James's personal
  information to open accounts, apply for credit, or take any action unrelated to
  the specific filings the Receiving Party is authorized to make);
- Return or securely destroy all Confidential Information (including copies, in any
  form) upon the Disclosing Party's request or upon completion of the Purpose,
  whichever comes first, except for records the Receiving Party is legally required
  to retain (e.g., copies of filings she submitted on the Company's behalf).

## 4. Term

This Agreement is effective as of the date above and continues for as long as the
Receiving Party is engaged in the Purpose, and survives termination of that
engagement:
- **Indefinitely**, with respect to Samuel S. James's personal information (SSN,
  financial account details, and similar sensitive personal identifiers); and
- For **`[X years — TODO: confirm with counsel, e.g., 3–5 years]`** after the
  engagement ends, with respect to all other Confidential Information.

Termination of the Receiving Party's paperwork/formation role does not, by itself,
affect her separate rights as a Member of Foodtruck1 LLC, which are governed by that
entity's own operating agreement.

## 5. No License; No Employment or Membership Created by This Agreement

Nothing in this Agreement grants the Receiving Party any ownership, license, or
intellectual property rights in the Company's brand, IP, or business, except to the
extent (if any) separately granted in writing (e.g., her Membership Interest in
Foodtruck1 LLC under that entity's operating agreement). This Agreement, by itself,
does not create an employment relationship, a partnership, or membership in Holdings
or any subsidiary other than Foodtruck1.

## 6. Remedies

The Receiving Party acknowledges that unauthorized disclosure or use of Confidential
Information — particularly personal information such as a Social Security Number —
may cause irreparable harm for which monetary damages alone may be inadequate, and
that the Disclosing Party is entitled to seek injunctive relief in addition to any
other remedies available at law or equity.
`[TODO — attorney review: confirm remedies clause and consider whether a liquidated
damages provision is appropriate given the sensitivity of SSN/personal financial data.]`

## 7. Governing Law

This Agreement is governed by and construed in accordance with the laws of the
**State of Indiana**, without regard to conflict-of-law principles.

## 8. Miscellaneous

- **Entire agreement.** This Agreement constitutes the entire understanding between
  the parties regarding confidentiality of the information described above 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.
`[TODO — attorney review: consider whether this NDA should instead be incorporated
into (or accompanied by) a broader services/independent-contractor agreement covering
her paperwork/formation role, separate from her rights as a Foodtruck1 Member, which
belong in Foodtruck1's own operating agreement.]`

---

## Execution

**DISCLOSING PARTY**

Signature: ______________________________________

Printed name: **Samuel S. James**, individually and on behalf of SnS Network
Solutions Holdings LLC

Date: ______________________________________

<br>

**RECEIVING PARTY**

Signature: ______________________________________

Printed name: **`Kiowa Scott`**

Date: ______________________________________

<br>

*Prepared as a working draft. Review with an Indiana-licensed attorney (e.g., via
LegalShield — see `legal-services.md`) before either party signs.*