sns-network-solutions/businesses/00-holdings/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: ______________________________________

RECEIVING PARTY

Signature: ______________________________________

Printed name: Kiowa Scott

Date: ______________________________________

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