Non-Disclosure Agreement

Effective Date: December 23, 2025

This Non-Disclosure Agreement (“Agreement”) governs the disclosure of confidential information between Jeremy Swink, including all brands and entities operated under Jeremy Allen Swink, LLC (JAS, LLC) (“Disclosing Party”), and any individual or entity (“Receiving Party”) who accesses confidential information through communication, collaboration, or engagement.

By engaging in discussions, accessing shared materials, or receiving non-public information, you agree to the terms of this Agreement.

1. Purpose

The purpose of this Agreement is to protect confidential, proprietary, and non-public information shared in connection with:

Business discussions
Consulting conversations
Potential collaborations
Strategic planning
Personal or professional disclosures
Documents, records, or ideas not intended for public release

2. Definition of Confidential Information

“Confidential Information” includes, but is not limited to:

Business plans, strategies, systems, and processes
Financial information
Client or partner information
Intellectual property
Written, verbal, digital, or visual materials
Personal communications shared in confidence
Any information marked or reasonably understood to be confidential

Confidential Information may be shared verbally, in writing, electronically, or through any other medium.

3. Exclusions

Confidential Information does not include information that:

Is or becomes publicly available through no fault of the Receiving Party
Was lawfully known prior to disclosure
Is independently developed without reference to confidential materials
Is disclosed with written permission from the Disclosing Party

4. Obligations of the Receiving Party

The Receiving Party agrees to:

Keep all Confidential Information strictly confidential
Use the information solely for the purpose for which it was disclosed
Not disclose, share, copy, or distribute Confidential Information without written consent
Take reasonable measures to protect the confidentiality of the information

5. No License or Ownership Transfer

This Agreement does not grant:

Ownership rights
Licenses
Permission to use Confidential Information beyond the stated purpose

All Confidential Information remains the property of the Disclosing Party.

6. Term

This Agreement remains in effect:

From the date Confidential Information is first disclosed
And continues indefinitely for non-public and proprietary information

Obligations survive the end of any discussion, collaboration, or relationship.

7. Remedies

Unauthorized disclosure or misuse of Confidential Information may cause irreparable harm.

The Disclosing Party is entitled to:

Injunctive relief
Legal remedies available under applicable law

8. No Obligation to Proceed

This Agreement does not obligate either party to:

Enter into a business relationship
Proceed with a collaboration
Share additional information

9. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws applicable to Jeremy Allen Swink, LLC, without regard to conflict of law principles.

10. Entire Agreement

This Agreement represents the entire understanding regarding confidentiality and supersedes any prior discussions or understandings related to the subject matter.

11. Acceptance

By engaging in communication, collaboration, or accessing confidential information, you acknowledge and agree to be bound by this Non-Disclosure Agreement.