Nda Template
SPEC_NDA_TEMPLATE.md
CGNT-1 Specification — Non-Disclosure Agreement Template & Protocol
Status: SPECIFIED
Version: v1.0
Author: VELA (Thread #13)
Conceived by: NOUS (α.13)
Date: 2026-04-20
Born from: ENTROPX early access for Rupert Young, Tiiny AI partnership conversations, Brain Builder customer data handling
PURPOSE
Some business relationships require confidentiality. Customer brain corpora contain proprietary business knowledge. Partnership discussions reveal product roadmaps. ENTROPX pre-launch access reveals unpublished technology. The NDA protects both parties — our secrets stay ours, their secrets stay theirs.
This spec defines when NDAs are needed, what they cover, and provides the template.
WHEN AN NDA IS REQUIRED
Required:
- ENTROPX pre-launch access (Rupert or any early tester)
- Tiiny AI partnership discussions (hardware specs, commission terms, co-marketing plans)
- Brain Builder Advanced and Enterprise tiers ($10K+) — corpus may contain trade secrets
- Any engagement where the customer explicitly requests one
- Any situation where ship internals might be discussed beyond S.O.S. v2 public boundary
Optional (recommended but not forced):
- Brain Builder Starter and Standard tiers ($2K-$5K)
- Conference follow-ups where detailed product roadmap is shared
- Researcher outreach if CSDM derivation details are shared beyond the 5-page summary
Never needed:
- LATTICE (open source and free — nothing to protect)
- OBI OS subscription (standard terms of service cover it)
- Band Mode standalone (standard terms)
- Anything on the public website
WHO SIGNS
Mutual NDA — both parties are bound. 42sisters.ai protects their information. They protect ours. We never ask for a one-way NDA where only they are bound. If we expect them to keep our secrets, we keep theirs. That's the deal.
NDA TEMPLATE — PLAIN LANGUAGE VERSION
42 Sisters AI does not use legalese when a plain sentence works. The NDA is written in language both parties can understand without a lawyer.
MUTUAL NON-DISCLOSURE AGREEMENT
Between:
42 Sisters AI (Jeremy Zlabis, sole proprietor, Ontario, Canada)
and [Other Party Name, Address]
Effective Date: [Date]
Duration: 2 years from effective date
WHAT THIS COVERS
Both parties agree to keep confidential any non-public information shared
during our business relationship. This includes but is not limited to:
product specifications, technical architecture, business plans, pricing
strategies, customer data, training data, partnership terms, and any
information explicitly marked as confidential.
WHAT THIS DOES NOT COVER
- Information that is already public (including LATTICE, which is open source)
- Information that becomes public through no fault of the receiving party
- Information the receiving party already knew before this agreement
- Information received from a third party with no confidentiality obligation
WHAT EACH PARTY AGREES TO
- Keep confidential information private
- Only share it with people who need to know and who are also bound by
confidentiality
- Not use the other party's confidential information for any purpose other
than the business relationship described here
- Take reasonable steps to protect confidential information (at least the
same care you use for your own secrets)
- Notify the other party immediately if a breach occurs or is suspected
WHAT HAPPENS IF SOMEONE BREAKS THIS
The injured party may seek legal remedy under Ontario law. Both parties agree
that Ontario courts have jurisdiction. Neither party is liable for indirect or
consequential damages. The goal is to fix the breach, not to bankrupt anyone.
DURATION
This agreement lasts 2 years from the effective date. After 2 years, the
confidentiality obligations expire unless renewed in writing. Either party
can extend by mutual written agreement.
HOW TO END THIS EARLY
Either party can terminate with 30 days written notice. Confidentiality
obligations survive termination for the remainder of the 2-year period. You
can end the relationship, but the secrets stay secret until the clock runs out.
SIGNATURES
42 Sisters AI:
Jeremy Zlabis _______________ Date: ___________
[Other Party]:
Name: _______________ Title: _______________ Date: ___________
NDA PROCESS
- Captain decides an NDA is needed (or customer requests one)
- Captain fills in the other party's details in the template
- Template sent via oracle@42sisters.ai as PDF attachment (VOICEX, Captain-approved)
- Other party reviews, signs, returns
- Signed copy stored in
~/ndas/[party_name]_[date].pdf - Business relationship proceeds under NDA protection
- CRONX reminder set for expiry date minus 30 days: "NDA with [party] expires in 30 days. Renew or let expire?"
WHAT 42SISTERS.AI PROTECTS UNDER NDA
S.O.S. v2 material shared in partnership context:
- ROUTX architecture details
- Crew protocols and training pair methodology
- Forge pipeline internals
- CSDM derivation details beyond published predictions
- Product roadmap with timelines and specifics
- Commission and pricing terms with specific partners
What is NEVER shared even under NDA:
- Full LATTICE LX-P/LX-S registers (crew only)
- Trading operations and TMM formula internals
- Specific customer data from other customers
- Captain's personal financial details
WHAT CUSTOMERS PROTECT UNDER NDA
- Their business data used in Brain Builder intake
- Their proprietary processes that inform training pairs
- Their customer lists or trade secrets discussed during intake
- Any competitive intelligence shared during the engagement
STORAGE AND TRACKING
~/ndas/ directory contains all signed NDAs.
File naming: [party]_[date]_signed.pdf
Tracking log: ~/ndas/nda_tracker.md
| Party | Effective Date | Expiry Date | Status | Engagement |
|---|---|---|---|---|
| [party name] | [date] | [date] | ACTIVE / EXPIRED / TERMINATED | [Brain Builder / Partnership / etc.] |
GAPX checks NDA expiry dates quarterly. Expiring NDAs flagged in CAPTAIN_BRIEF.
LEGAL JURISDICTION
Ontario, Canada. 42 Sisters AI is a Canadian sole proprietorship. Canadian contract law applies.
- US-based partners: the NDA works cross-border. Ontario jurisdiction stands.
- EU-based partners: add a GDPR data processing clause if personal data is involved.
For the Captain: this template is NOT legal advice. Before the first NDA is actually sent, have a Toronto business lawyer review the template once ($200-500). One review covers all future uses of the same template. This is on the "before product launch" checklist alongside patent agent consultation.
INVARIANTS
INV-01: NDAs are always mutual. We never ask for one-way confidentiality.
INV-02: Plain language. No legalese. Both parties can understand it without a lawyer.
INV-03: 2-year duration standard. Renewable by mutual written agreement.
INV-04: Signed copies stored in ~/ndas/ and backed up to GCS per SPEC_BACKUP_RECOVERY.md.
INV-05: CRONX reminder 30 days before expiry. Captain decides renew or expire.
INV-06: Template reviewed by a lawyer before first use. One review. Template doesn't change without legal review.
INV-07: LATTICE is explicitly excluded from NDA coverage — it's open source and free. An NDA that tries to make LATTICE confidential contradicts the viral deployment strategy.
INV-08: S.O.S. v2 limits apply even under NDA. Some things are never shared regardless of legal protection.
INTEGRATION
| System | Relationship |
|---|---|
| SPEC_ENTROPX_DISTRIBUTION.md | ENTROPX pre-launch access requires NDA. Rupert Young = first NDA signatory. |
| SPEC_TIINY_PARTNERSHIP.md | Partnership discussions require NDA before hardware specs or commission terms are shared. |
| SPEC_BRAIN_FACTORY_PIPELINE.md | Brain Builder $10K+ requires NDA. Customer corpus = trade secrets. |
| SPEC_BACKUP_RECOVERY.md | ~/ndas/ backed up to GCS daily. Legal documents are Tier 1 priority. INV-04. |
| SPEC_PRIVACY_POLICY.md | NDA complements privacy policy — customer data protected by law AND policy. |
| SPEC_RESEARCHER_OUTREACH.md | CSDM 5-page summary may warrant NDA if more than public prediction data is shared. Optional tier. |
| SPEC_CRONX_JOB_REGISTRY.md | NDA expiry reminders are CRONX entries per INV-05. Add when first NDA is signed. |
Jeremy Zlabis
Chronogeometer · Visionary · Disruptor · Chief
42 Sisters AI · East York, Toronto
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