Standard Form Certificate
Apart from the purpose and governing law state that I have filled in below, I
certify that the following proposed terms are exactly the same as The Waypoint
NDA version 1.0.0 published at https://waypointnda.com.
Signature:
Name:
Date:
E-Mail:
Purpose: Joining the Turn Net Systems LLC
organization as one or more of:
 Director
 Member
 Employee
 Advisor
 Vendor
to discuss material non public
information related to:
Turnsys Group/Turn Net Systems
LLC
Any Turnsys Group subsidiaries or
related entities
Redwood Springs Capital Partners
LLC (and all subsidiaries and
portfolio organizations)
State Law: Texas USA

The Waypoint NDA
Version 1.0.0
The parties agree:
1. Mutual Nondisclosure. “Disclosing Party” describes each party with respect to
Confidential Information it discloses to the other party. “Receiving Party” describes each
party with respect to Confidential Information it receives from the other party.
2. Purpose. The parties anticipate disclosure of Confidential Information for the purpose on
the accompanying standard form certificate (the “Purpose”).
3. Confidential Information.
(a) Categories of Confidential Information. Subject to Section 3(b) (Exclusions
from Confidential Information), “Confidential Information” means the
following kinds of information:
(i) information disclosed by Disclosing Party during the term of this
agreement that is related to the business of Disclosing Party;
(ii) the fact that the parties are pursuing the Purpose;
(iii) the terms of this agreement;
(iv) the fact that the parties have entered into this agreement; and
(v) other information derived from these kinds of information.
(b) Exclusions from Confidential Information.
(i) Public Information. Information that is now public is not Confidential
Information. Confidential Information that becomes public, other than as a
result of breach of this agreement, ceases to be Confidential Information.
(ii) Otherwise Acquired Information. Information that Receiving Party
receives other than from Disclosing Party is not Confidential Information,
unless the disclosure breached a confidentiality obligation to Disclosing
Party that Disclosing Party made known to Receiving Party.
(iii) Independently Developed Information. Information Receiving Party
develops independently is not, or ceases to be, Confidential Information of
Disclosing Party. Receiving Party shall bear the burden of proving
independent development using contemporaneous documentary evidence.

4. Confidentiality Obligations.
(a) Nondisclosure. Except as described in Section 4(b) (Permitted Disclosure),
Receiving Party shall not disclose Confidential Information to anyone.
(b) Permitted Disclosure. Receiving Party may disclose Confidential Information to
the following personnel:
(i) if Receiving Party is a legal entity, employees, independent contractors,
officers, directors, and agents of Receiving Party (“Personnel”) who:
(A) have a need to know the Confidential Information to advance the
Purpose; and
(B) have entered written confidentiality agreements with Receiving
Party that impose confidentiality obligations, affording as much or
more protection as those of this agreement, that apply to the
Confidential Information; and
(ii) legal and financial advisers providing services to Receiving Party under
confidentiality obligations imposed either by law or by professional rules
(“Advisers”).
(c) Limited Use. Receiving Party shall use Confidential Information only to advance
the Purpose.
(d) Security Measures. Receiving Party shall take measures to secure materials
embodying Confidential Information at least as protective as those Receiving
Party employs to secure its own Confidential Information, but in any event no less
than reasonable measures.
(e) Preserve Proprietary Notices. Receiving Party shall not remove any proprietary
notices attached to materials embodying Confidential Information.
(f) No Illegal Dealing in Securities. Receiving Party shall not break securities laws
by purchasing, selling, or otherwise dealing in securities of Disclosing Party on
the basis of Confidential Information that is material, nonpublic information.
Receiving Party shall instruct anyone to whom it discloses Confidential
Information that may be material, nonpublic information not to break securities
laws by dealing in securities of Disclosing Party.
(g) No Reverse Engineering. Receiving Party shall not reverse engineer any material
embodying Confidential Information.

(h) Mitigate Legally Required Disclosure. The following obligations apply when
the law requires disclosure of Confidential Information and when Receiving Party
reasonably expects that the law may require disclosure of Confidential
Information:
(i) Give Notice of Required Disclosure. If legally permitted, Receiving
Party shall promptly notify Disclosing Party of the nature of the
requirement and the Confidential Information affected. If practical,
Receiving Party shall give notice quickly enough to afford Disclosing
Party practical chance to start a proceeding to protect the confidentiality of
the Confidential Information. On Disclosing Party request, Receiving
Party shall cooperate with Disclosing Party in any such proceeding by
providing reasonable assistance.
(ii) Reimburse Expenses of Cooperation. Disclosing Party shall reimburse
Receiving Party's reasonable out-of-pocket expenses of cooperating in any
proceeding described in Section 4(h)(i) (Give Notice of Required
Disclosure).
(i) Give Notice of Leaks. Receiving Party shall give Disclosing Party notice when
Receiving Party becomes aware, suspects, or anticipates that Confidential
Information has been or will be disclosed or used in breach of this agreement or
other confidentiality agreements with Disclosing Party.
(j) Return and Destruction.
(i) Subject to Section 4(k) (Records Policy), when this agreement terminates,
Receiving Party shall promptly:
(A) return all materials embodying Confidential Information that
Disclosing Party provided with request to return; and
(B) destroy all parts of other materials that embody Confidential
Information.
(k) Records Policy. When this agreement terminates, if Receiving Party has a written
records retention policy for the creation and scheduled destruction of archival or
backup records, and only specialized personnel can routinely access those records,
then Receiving Party may retain materials embodying Confidential Information
until destroyed under that policy.
(l) Comply with Export Controls. Both parties shall comply with export and
reexport laws with respect to Confidential Information.

(m) Compliance and Oversight.
(i) Receiving Party shall ensure that its Advisers abide by the confidentiality
obligations of Receiving Party under this agreement. If Receiving Party is
a legal entity, Receiving Party shall also ensure that its Personnel abide by
the confidentiality obligations of Receiving Party under this agreement.
Breach of Receiving Party obligations by Receiving Party Personnel or
Receiving Party Advisers will be deemed breach of this agreement by
Receiving Party itself.
(ii) If Receiving Party is a legal entity, Receiving Party shall provide
Disclosing Party copies of confidentiality agreements with Personnel who
receive Confidential Information on Disclosing Party request.
5. Clarifications.
(a) No Obligation to Disclose. No terms of this agreement obligate Disclosing Party
to disclose any Confidential Information.
(b) No Obligation to Do Business. No terms of this agreement obligate either party
to enter any business relationship or agreement, related to the Purpose or
otherwise.
(c) No License. No terms of this agreement grant any license for any patent,
trademark, copyright, or other intellectual property.
(d) No Warranty. Disclosing Party makes no warranty that Confidential Information
will be complete or accurate.
(e) Freedom to Operate. No terms of this agreement prohibit either party from:
(i) competing with the other party;
(ii) entering into any business relationship with any non-party; or
(iii) assigning and reassigning Personnel and Advisers in its sole discretion.
6. 18 U.S.C. 1833(b) Notice.
(a) An individual shall not be held criminally or civilly liable under any Federal or
State trade secret law for the disclosure of a trade secret that:
(i) is made:
(A) in confidence to a Federal, State, or local government official,
either directly or indirectly, or to an attorney; and

(B) solely for the purpose of reporting or investigating a suspected
violation of law; or
(ii) is made in a complaint or other document filed in a lawsuit or other
proceeding, if such filing is made under seal.
(b) An individual who files a lawsuit for retaliation by an employer for reporting a
suspected violation of law may disclose the trade secret to the attorney of the
individual and use the trade secret information in the court proceeding, if the
individual:
(i) files any document containing the trade secret under seal; and
(ii) does not disclose the trade secret, except pursuant to court order.
7. Term.
(a) Expiration. This agreement will terminate automatically on the first anniversary
of the date of this agreement.
(b) Termination by Notice. Either party may terminate this agreement early by thirty
calendar days' prior written notice to the other party.
(c) Survival. Obligations under Section 4 (Confidentiality Obligations) for
Confidential Information disclosed during the term survive the term of this
agreement as follows:
(i) Obligations for Confidential Information that Receiving Party knew or
reasonably should have known constituted a trade secret survive as long as
the Confidential Information remains a trade secret.
(ii) Obligations for other Confidential Information survive for five calendar
years from the date of termination.
8. General Contract Terms.
(a) No Assignment or Delegation. Neither party may assign any right or delegate
any obligation under this agreement without the prior, signed, written consent of
the other party. Any attempt to assign or delegate without consent will have no
legal effect.
(b) Dispute Resolution. The law of the state on the accompanying standard form
certificate will govern all aspects of this agreement. The parties shall bring legal
proceedings related to this agreement only in state or federal courts located in that
state. The parties consent to the exclusive jurisdiction of those courts and waive
any objection that legal proceedings brought there are brought in an inconvenient forum. The parties may enforce judgments of those courts in any appropriate forum.

(c) Legal Relationship. The parties to this agreement remain independent
contractors. This agreement does not create any partnership, joint venture, agency,
or similar relationship between the parties.
(d) Written Amendments and Waivers. The parties will amend this agreement only
by cosigned, written agreement. The parties will waive parts of this agreement, if
at all, only by written waiver describing the specific terms waived and in what
particular instance, signed by the party waiving.
(e) Notices. The parties shall send every notice, demand, consent, request, or other
communication required or allowed by this agreement:
(i) by e-mail to the address the other party provided with their signature; or
(ii) by overnight courier, with signature required for delivery, to the address
the other party provided with their signature.
Either party may change its e-mail or postal address for later communications by
giving notice of a new address.
(f) Severability. If a court decides that any part of this agreement is invalid or
unenforceable for any reason but enforcing the rest of the agreement would serve
the purpose of protecting Confidential Information to advance the Purpose, then
the rest of this agreement will remain in force.
(g) No Third-Party Enforcement. Only the parties may enforce rights under this
agreement.
(h) Entire Agreement. The parties intend the terms of this agreement as the final,
complete, and only expression of their agreement about protection of Confidential
Information exchanged to advance the Purpose.
(i) Signature. A written or electronically signed copy of this agreement delivered by
e-mail or other electronic means has the same legal effect as delivering a printed
and signed original.
[Signature page follows.]

The parties are signing this nondisclosure agreement on the dates by their
signatures.
First Party
Legal Name: Turn Net Systems LLC – A Texas Series
LLC
Redwood Springs Capital Parnters
Management Co (and all Redwood funds)
Redwood Springs Capital Partners INC (and
all subsidiary funds)
Americans For A Better Network INC
Sidedoor Solutions Group INC
Sidedoor PAC INC
Signature:
Name:
Title: CEO and Director
Date:
E-Mail:

Second Party
Legal Name:
Legal Type: Texas resident
Signature:
Name:
Title: [Leave blank if the party is an individual.]
Date:
E-Mail: