# Signal Demo MVP — Legal Documents (LOI + NDA) Implementation Plan

> **For agentic workers:** REQUIRED SUB-SKILL: Use superpowers:subagent-driven-development (recommended) or superpowers:executing-plans to implement this plan task-by-task. Steps use checkbox (`- [ ]`) syntax for tracking.

**Goal:** Draft a Pilot LOI and mutual NDA for Gaboro DME using the Jakub multi-agent research pattern. Both documents are needed before the Robert Robinson call on June 10, 2026, and before sending to Nixon Law Group (Clyde) for 30-minute attorney review.

**Architecture (Jakub Pattern):** Research agents gather precedent and regulatory context. Drafting agents write each major section. A review agent checks consistency and flags missing provisions. This agent assembles the final output.

**Output location:** `signal/pitch/legal/`
- `signal/pitch/legal/gaboro-pilot-loi.md` — Pilot LOI
- `signal/pitch/legal/gaboro-nda.md` — Mutual NDA
- `signal/pitch/legal/legal-research-notes.md` — Research summary used during drafting

**Key terms (locked — do not deviate):**
- Pilot duration: 90 days, no charge
- At conversion: $199/month Worklist tier, locked for life as founding pilot partner
- Governing law: Pennsylvania
- NDA duration: 2 years
- Reference rights: Gaboro grants STTIL the right to name Gaboro as "an engaged pilot partner of Signal" in investor and marketing materials, subject to Gaboro's written approval of specific usage
- Data scope: de-identified only — patient_id, device_type, shipment_date, payer — NO PHI
- No patient outreach of any kind by Signal, now or ever
- STTIL gets: feedback rights, anonymized case study rights with Gaboro's written approval

**Parties:**
- STTIL Solutions LLC (Provider/Licensor) — Kisa Fenn, Managing Member
- Gaboro DME (Partner/Pilot Participant) — Robert Robinson, Co-Founder and Managing Partner

---

## Task 1: Legal Research

This task gathers precedents and context for drafting. No documents are written in this task.

- [ ] **Step 1: Research standard DMEPOS/healthcare SaaS pilot agreement structures**

Search for: healthcare SaaS pilot agreement standard terms, DMEPOS supplier software pilot structure, healthcare technology LOI precedents. Focus on:
- Standard pilot duration and termination notice periods in healthcare tech
- Data use provisions for de-identified DMEPOS operational data
- Feedback and case study rights provisions
- Reference rights clauses in B2B healthcare software

Document findings in `signal/pitch/legal/legal-research-notes.md` under heading `## DMEPOS Pilot Agreement Research`.

- [ ] **Step 2: Research Pennsylvania governing law implications**

Search for: Pennsylvania commercial contract governing law, PA choice of law for software agreements, PA venue for B2B commercial disputes.

Key questions:
- What does PA governing law mean for venue selection?
- Are there any PA-specific provisions advisable for software licensing?
- Standard PA limitation of liability language for SaaS agreements?

Add to `legal-research-notes.md` under `## Pennsylvania Law Notes`.

- [ ] **Step 3: Research HIPAA implications for de-identified DMEPOS data**

Search for: HIPAA de-identification safe harbor, DMEPOS patient_id crosswalk PHI analysis, B2B DMEPOS software data use agreement vs BAA requirements.

Key questions:
- Does the data Signal processes (patient_id, device_type, shipment_date, payer) require a BAA, or is it sufficiently de-identified?
- Signal uses an internal MRN/account number as patient_id — is this PHI?
- What disclosures are appropriate in the LOI?

Add to `legal-research-notes.md` under `## HIPAA and Data Notes`.

Note for research: Signal's PHI architecture: STTIL never stores patient names, SSNs, DOBs, or contact info. The sole crosswalk key is patient_id (the supplier's internal MRN or account number). The identity crosswalk stays local with the supplier staff. This is a deliberate design for de-identification.

- [ ] **Step 4: Commit research notes**

```bash
cd /Users/sttil-solutions/projects/signal
git add pitch/legal/legal-research-notes.md
git commit -m "docs: legal research notes for Gaboro LOI and NDA drafting"
```

---

## Task 2: Draft Pilot LOI

- [ ] **Step 1: Draft the full LOI**

Create `signal/pitch/legal/gaboro-pilot-loi.md` with this complete document:

```markdown
# SIGNAL PILOT LETTER OF INTENT

**Date:** June __, 2026
**Between:**
- **STTIL Solutions LLC** ("Provider"), a limited liability company, Kisa Fenn, Managing Member
- **Gaboro DME** ("Partner"), Robert Robinson, Co-Founder and Managing Partner

---

## 1. Purpose

This Letter of Intent ("LOI") sets forth the agreed terms for a 90-day pilot engagement of Signal, a documentation readiness tool developed and operated by STTIL Solutions LLC ("Signal"). This LOI is not a binding contract but reflects the shared intent of both parties to proceed on the terms described herein. A formal Pilot Agreement will be executed prior to the first data upload.

---

## 2. Scope of Pilot

During the pilot period, Partner will upload de-identified order management CSV exports to Signal. Signal will process the CSV data to produce a prioritized documentation worklist showing per-patient status across qualifying visit dates, standing written orders, prior authorization, PECOS enrollment, and supply cycle status. Partner staff will act on the worklist output. Signal identifies documentation conditions; Partner staff conduct all outreach and supply decisions.

Signal does not contact patients or prescribers directly at any time.

---

## 3. Pilot Duration

The pilot period is **90 days** from the date of the first successful CSV upload by Partner ("Pilot Start Date"). The pilot may be extended by written mutual agreement.

---

## 4. Pilot Fee

The pilot period is provided at **no charge**. At Partner's election to continue as a paying subscriber following the pilot, the monthly fee is **$199 per month** for the Signal Worklist tier. This rate is locked for the life of Partner's subscription as a founding pilot partner and will not be subject to standard price increases so long as the subscription remains active.

---

## 5. Data Handling

**De-identified data only.** Partner will upload CSV files containing: an internal patient identifier (the supplier's own MRN or account number), device type, shipment date, and payer name. Partner will not include patient names, Social Security numbers, dates of birth, addresses, or any other direct identifiers in uploaded files.

STTIL Solutions will not store patient names, SSNs, DOBs, addresses, or contact information at any time. The patient identity crosswalk (internal patient_id to real patient identity) remains solely with Partner's staff.

STTIL Solutions will store: hashed patient identifiers, device type, shipment date, payer name, calculated documentation status, and staff-confirmed visit dates (entered by Partner staff via the Signal interface).

Both parties acknowledge that Partner is responsible for ensuring that the data uploaded complies with applicable HIPAA de-identification requirements and Partner's own compliance obligations.

---

## 6. Feedback and Case Study Rights

Partner agrees to provide good-faith feedback on Signal during the pilot period, including but not limited to: functionality, accuracy of documentation status calculations, worklist usability, and feature gaps.

STTIL Solutions may use anonymized, aggregated data from the pilot (with no identifying information about Partner's patients, staff, or business operations) for product improvement and investor reporting.

STTIL Solutions may prepare a case study describing the pilot outcomes. Any case study that identifies Partner by name requires Partner's prior written approval before publication.

---

## 7. Reference Rights

Partner grants STTIL Solutions the right to identify Partner as "an engaged pilot partner of Signal" in investor materials, marketing materials, and conversations with prospective partners and investors. STTIL Solutions will seek Partner's written approval for any specific usage of Partner's name or logo beyond this general reference right. This reference right may be revoked by Partner with 30 days written notice to STTIL Solutions.

---

## 8. Termination

Either party may terminate the pilot engagement with **30 days written notice** delivered by email to the other party's designated contact. Upon termination or conclusion of the pilot:
- STTIL Solutions will delete all Partner data from Signal systems within **10 business days** of the effective termination date.
- STTIL Solutions will provide written confirmation of data deletion upon Partner's request.

---

## 9. Intellectual Property

Signal, including its algorithms, software, and documentation readiness methodology, is and remains the sole intellectual property of STTIL Solutions LLC. Nothing in this LOI grants Partner any license to Signal's underlying technology beyond the right to use Signal as a software service during the pilot period.

Partner retains all rights to its operational data, patient records, and business information shared during the pilot.

---

## 10. Confidentiality

The parties agree to keep the terms of this LOI and all information shared during the pilot confidential. A mutual Non-Disclosure Agreement ("NDA") will be executed concurrently with this LOI and governs the confidentiality obligations of both parties in detail.

---

## 11. No Binding Commitment

This LOI is not a binding legal agreement and does not obligate either party to proceed with a commercial relationship. A formal Pilot Agreement reflecting the terms of this LOI will be prepared for signature prior to the Pilot Start Date.

---

## 12. Governing Law

This LOI and any formal agreements arising from it shall be governed by the laws of the **Commonwealth of Pennsylvania**, without regard to its conflict of law principles.

---

## Agreed in Principle

**STTIL Solutions LLC**
By: ___________________________
Kisa Fenn, Managing Member
Date: _________________________

**Gaboro DME**
By: ___________________________
Robert Robinson, Co-Founder and Managing Partner
Date: _________________________
```

- [ ] **Step 2: Self-review the LOI against spec**

Check each locked term:
- [ ] 90-day pilot, no charge ✓
- [ ] $199/month locked for life ✓
- [ ] Reference rights clause ✓
- [ ] Feedback rights ✓
- [ ] Anonymized case study rights with written approval ✓
- [ ] Termination: 30 days notice ✓
- [ ] Data deletion: 10 business days ✓
- [ ] PA governing law ✓
- [ ] No patient outreach language ✓
- [ ] Data scope: no PHI ✓

Fix any missing items.

- [ ] **Step 3: Commit**

```bash
cd /Users/sttil-solutions/projects/signal
git add pitch/legal/gaboro-pilot-loi.md
git commit -m "docs: Gaboro pilot LOI draft — all locked terms included"
```

---

## Task 3: Draft Mutual NDA

- [ ] **Step 1: Draft the full NDA**

Create `signal/pitch/legal/gaboro-nda.md`:

```markdown
# MUTUAL NON-DISCLOSURE AGREEMENT

**Effective Date:** June __, 2026

**Between:**
- **STTIL Solutions LLC** ("STTIL"), a limited liability company, with its principal place of business in [City, State]
- **Gaboro DME** ("Gaboro"), with its principal place of business in [City, State]

Each a "Party" and together the "Parties."

---

## 1. Purpose

The Parties intend to explore a pilot engagement involving Signal, a documentation readiness platform developed by STTIL ("Pilot"). In connection with the Pilot, each Party may disclose certain Confidential Information (as defined below) to the other Party. This Agreement governs the treatment of such information.

---

## 2. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with the Pilot, whether disclosed orally, in writing, electronically, or by any other means, and whether or not marked as confidential, including but not limited to:

- **STTIL Confidential Information:** Signal's software, algorithms, documentation readiness methodology, product roadmap, pricing structures, business plans, investor materials, and technical documentation.
- **Gaboro Confidential Information:** DMEPOS operational workflows, documentation processes, patient census (in de-identified form), payer mix, staff processes, business operations, financial information, and supplier relationships.
- **Shared:** The existence and terms of the Pilot engagement, this Agreement, and any discussions between the Parties.

---

## 3. Obligations of Receiving Party

Each Receiving Party agrees to:

(a) Hold all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party;

(b) Use Confidential Information solely for the purpose of evaluating and conducting the Pilot;

(c) Limit access to Confidential Information to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement;

(d) Promptly notify the Disclosing Party of any actual or suspected unauthorized disclosure of Confidential Information.

---

## 4. Exclusions

The obligations in Section 3 do not apply to information that:

(a) Is or becomes publicly available through no breach of this Agreement by the Receiving Party;

(b) Was rightfully known to the Receiving Party without restriction prior to disclosure by the Disclosing Party;

(c) Is rightfully received from a third party without restriction;

(d) Is independently developed by the Receiving Party without reference to the Confidential Information; or

(e) Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt prior written notice and reasonable assistance in seeking a protective order.

---

## 5. DMEPOS-Specific Provision

The Parties acknowledge that DMEPOS operational workflows, documentation processes, and payer-specific billing practices shared during the Pilot are highly sensitive and proprietary to Gaboro's business operations. STTIL agrees that any such information shared by Gaboro during the Pilot:

(a) Will be used solely to configure and refine Signal for Gaboro's use during the Pilot;

(b) Will not be disclosed to any other DMEPOS supplier or competitor of Gaboro; and

(c) Will not be incorporated into Signal's publicly available documentation, marketing materials, or general feature set in a way that would reveal Gaboro's proprietary operational approach.

---

## 6. Return or Destruction of Confidential Information

Upon the written request of the Disclosing Party, or upon termination of the Pilot, the Receiving Party shall promptly return or destroy all tangible materials containing Confidential Information and certify in writing that it has done so. One copy may be retained solely for legal compliance purposes, subject to ongoing confidentiality obligations.

---

## 7. No License

Nothing in this Agreement grants either Party any license, right, or interest in the other Party's Confidential Information, intellectual property, trademarks, or technology beyond the limited right to evaluate and conduct the Pilot.

---

## 8. Term

This Agreement is effective as of the Effective Date and continues for **2 years**, unless earlier terminated by mutual written agreement. Obligations with respect to Confidential Information disclosed during the term survive termination for an additional 2 years.

---

## 9. Remedies

Each Party acknowledges that a breach of this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy. Each Party agrees that the other Party shall be entitled to seek equitable relief, including injunction and specific performance, without the requirement of posting bond or other security, in addition to all other remedies available at law or equity.

---

## 10. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the **Commonwealth of Pennsylvania**, without regard to its conflict of law principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Pennsylvania for any dispute arising under this Agreement.

---

## 11. Entire Agreement

This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior discussions, representations, and agreements. This Agreement may not be amended except by a written instrument signed by both Parties.

---

## Signatures

**STTIL Solutions LLC**
By: ___________________________
Name: Kisa Fenn
Title: Managing Member
Date: _________________________
Email: kisasttil@gmail.com

**Gaboro DME**
By: ___________________________
Name: Robert Robinson
Title: Co-Founder and Managing Partner
Date: _________________________
Email: ___________________________
```

- [ ] **Step 2: Self-review the NDA against spec**

Check each locked term:
- [ ] Mutual (both parties' confidential info covered) ✓
- [ ] DMEPOS-specific clause ✓
- [ ] Standard carve-outs (publicly available, independently developed, third party) ✓
- [ ] 2-year duration ✓
- [ ] PA governing law ✓
- [ ] Data and operational workflow protection ✓

- [ ] **Step 3: Commit**

```bash
cd /Users/sttil-solutions/projects/signal
git add pitch/legal/gaboro-nda.md
git commit -m "docs: mutual NDA draft for Gaboro pilot — DMEPOS-specific provision included"
```

---

## Task 4: Consistency review

- [ ] **Step 1: Cross-check LOI and NDA for consistency**

Verify:
- Effective date placeholder matches in both documents
- Party names are spelled identically in both documents
- Termination/data deletion terms in LOI align with return/destruction in NDA
- No conflicting provisions between LOI and NDA

Fix any inconsistencies found.

- [ ] **Step 2: Final commit**

```bash
cd /Users/sttil-solutions/projects/signal
git add pitch/legal/
git commit -m "docs: LOI + NDA finalized and cross-checked for consistency"
```

---

## Delivery

After both documents are committed, report back with:
1. File paths of the two completed documents
2. Any provisions that required judgment calls (flag for Kisa's review before sending to Nixon Law Group)
3. Any gaps identified that attorney review should specifically address
