D-1 · Document one of three · sign first

⚠️ DRAFT for licensed counsel review. Not legal advice. Signed before deeper, non-public materials change hands. The live public product was shown first, in good faith (Recital B).

MUTUAL NON-DISCLOSURE & NON-CIRCUMVENTION AGREEMENT

Between: The Finessed Hub LLC [in formation], a Georgia limited liability company doing business as Unicornus.ai ("TFH," represented by Roger Martínez), and Stuart Manders ("Stuart"). Each is a "Party." Effective: [DATE].

Recitals

A. The Parties are exploring and building a collaboration around FestiVets, a festival directory with survival guidance, and related ventures (the "Purpose").

B. The good-faith preview. Before asking Stuart to sign anything, TFH showed him the venture already built and running: festivets.com, five design editions, a registered brand, and a working data operation of 241 events across 57 states and provinces. TFH did that on purpose, as a sign that it treats Stuart as part of its crew and does not gatekeep a partner it trusts. This is the good-faith preview the partner brief describes ("we flipped it; you saw the whole thing live before signing a word"); every protection below is written to honor it, not to walk it back. This agreement exists to protect what each Party shares from here, not to police what has already been shown openly.

C. To build the Purpose, each Party will share valuable non-public material. This agreement protects both Parties equally.

1 · What's protected ("Confidential Information")

All non-public information a Party discloses in connection with the Purpose, in any form, including:

• From TFH: source code, prototypes, unreleased site drafts and designs, design systems, data pipelines and the underlying datasets, the festival-operations application and survival-wiki architecture, pricing and cost structures, business plans, client and pipeline information, internal documents.
• From Stuart: contact lists and network relationships, introduction targets, PR strategies and channels, community knowledge, personal business plans.
• Anything marked confidential, or that a reasonable person would understand to be confidential.

Not Confidential Information: the live public FestiVets site and anything either Party has already published or shown openly (Recital B); what is or becomes public without a breach; what the receiver already lawfully had; what a Party develops independently without using the other's material; what is lawfully received from a third party with no duty of confidence. Stuart cannot be faulted for anything he was shown in the open.

2 · Obligations

Each Party will: (a) use the other's Confidential Information only for the Purpose; (b) not disclose it to anyone except advisors or contractors with a genuine need to know who are bound by terms at least this strict; (c) protect it with at least reasonable care; (d) not copy it except as the Purpose requires. Disclosure compelled by law or court order is allowed, with prompt notice to the other Party where lawful and disclosure limited to what is required.

3 · Non-circumvention (both ways)

For the Term and 24 months after it ends:

(a) Neither Party will use the other's Confidential Information to go around the other. This specifically means Stuart will not take TFH's materials to a third party to build, replicate, or run a competing festival-directory or survival-guide product; and TFH will not deal directly with contacts, communities, or opportunities Stuart introduced in a way that cuts Stuart out of compensation he would earn under the Parties' collaboration.

(b) Introductions are logged. A dated email or message is enough, so a protected relationship is identifiable rather than arguable.

(c) This section does not restrict either Party's pre-existing relationships (each may list them in an annex) or contacts either develops independently.

4 · AI and automated-tools clause

Neither Party will input, upload, or otherwise feed the other's Confidential Information (designs, prototypes, code, datasets, or documents) into any third-party AI, machine-learning, or code-generation system to reproduce, reverse-engineer, or derive a competing work, or into any such system that trains on or retains what is submitted. Ordinary use of AI tools in service of the Purpose (for example, drafting FestiVets' own copy) with appropriate privacy settings is fine.

5 · No license, no obligation

Nothing here transfers ownership or grants any license beyond use for the Purpose. Each Party's prior and independently developed work stays its own (recorded in Exhibit A of the Collaboration Agreement once that is signed). Nothing here obligates either Party to proceed with any deal. Either may end discussions at any time, and this agreement keeps protecting what was shared.

6 · Return or destruction

On written request, or when discussions end, each Party returns or destroys the other's Confidential Information and certifies it on request. One archival copy may be kept for legal-compliance purposes and stays protected.

7 · Term

Confidentiality: 3 years from the Effective Date, and for as long as any item stays a trade secret. Non-circumvention: per §3.

8 · Remedies

A breach can cause harm that money alone will not fix. The non-breaching Party may seek an injunction in addition to damages, without posting a bond where the law allows.

9 · Spirit of this agreement

This document is a floor, not the relationship. The Parties enter it in good faith and intend to act like partners who trust each other, exactly as Recital B describes. Where a term is ambiguous, the Parties will read it toward protecting each other, not toward advantage.

10 · General

Governing law: Georgia, USA. Venue: [Fulton County]. This agreement creates no partnership, employment, or agency by itself. It is the entire agreement on its subject. Amendments are in writing. If any part is unenforceable, the rest stands. Signing by counterpart or e-signature is valid.

SIGNATURES

Draft v2 · 2026-07-21 · prepared in-house for counsel review. Elaborated on the good-faith, mates-first framing (Recital B added, Spirit clause §9, public-product carve-out clarified). Sign before sharing: unreleased designs, source code, datasets, pricing and cost structures, the festival-operations app.