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<p>Standard Form Certificate <br />Apart from the purpose and governing law state that I have filled in below, I <br />certify that the following proposed terms are exactly the same as The Waypoint <br />NDA version 1.0.0 published at https://waypointnda.com. <br />Signature: <br />Name: <br />Date: <br />E-Mail: <br />Purpose: Joining the Turn Net Systems LLC <br />organization as one or more of: <br /> Director <br /> Member <br /> Employee <br /> Advisor <br /> Vendor <br />to discuss material non public <br />information related to: <br />Turnsys Group/Turn Net Systems <br />LLC <br />Any Turnsys Group subsidiaries or <br />related entities <br />Redwood Springs Capital Partners <br />LLC (and all subsidiaries and <br />portfolio organizations) <br />State Law: Texas USA</p>
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<p>The Waypoint NDA <br />Version 1.0.0 <br />The parties agree: <br />1. Mutual Nondisclosure. “Disclosing Party” describes each party with respect to <br />Confidential Information it discloses to the other party. “Receiving Party” describes each <br />party with respect to Confidential Information it receives from the other party. <br />2. Purpose. The parties anticipate disclosure of Confidential Information for the purpose on <br />the accompanying standard form certificate (the “Purpose”). <br />3. Confidential Information. <br />(a) Categories of Confidential Information. Subject to Section 3(b) (Exclusions <br />from Confidential Information), “Confidential Information” means the <br />following kinds of information: <br />(i) information disclosed by Disclosing Party during the term of this <br />agreement that is related to the business of Disclosing Party; <br />(ii) the fact that the parties are pursuing the Purpose; <br />(iii) the terms of this agreement; <br />(iv) the fact that the parties have entered into this agreement; and <br />(v) other information derived from these kinds of information. <br />(b) Exclusions from Confidential Information. <br />(i) Public Information. Information that is now public is not Confidential <br />Information. Confidential Information that becomes public, other than as a <br />result of breach of this agreement, ceases to be Confidential Information. <br />(ii) Otherwise Acquired Information. Information that Receiving Party <br />receives other than from Disclosing Party is not Confidential Information, <br />unless the disclosure breached a confidentiality obligation to Disclosing <br />Party that Disclosing Party made known to Receiving Party. <br />(iii) Independently Developed Information. Information Receiving Party <br />develops independently is not, or ceases to be, Confidential Information of <br />Disclosing Party. Receiving Party shall bear the burden of proving <br />independent development using contemporaneous documentary evidence.</p>
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<p>4. Confidentiality Obligations. <br />(a) Nondisclosure. Except as described in Section 4(b) (Permitted Disclosure), <br />Receiving Party shall not disclose Confidential Information to anyone. <br />(b) Permitted Disclosure. Receiving Party may disclose Confidential Information to <br />the following personnel: <br />(i) if Receiving Party is a legal entity, employees, independent contractors, <br />officers, directors, and agents of Receiving Party (“Personnel”) who: <br />(A) have a need to know the Confidential Information to advance the <br />Purpose; and <br />(B) have entered written confidentiality agreements with Receiving <br />Party that impose confidentiality obligations, affording as much or <br />more protection as those of this agreement, that apply to the <br />Confidential Information; and <br />(ii) legal and financial advisers providing services to Receiving Party under <br />confidentiality obligations imposed either by law or by professional rules <br />(“Advisers”). <br />(c) Limited Use. Receiving Party shall use Confidential Information only to advance <br />the Purpose. <br />(d) Security Measures. Receiving Party shall take measures to secure materials <br />embodying Confidential Information at least as protective as those Receiving <br />Party employs to secure its own Confidential Information, but in any event no less <br />than reasonable measures. <br />(e) Preserve Proprietary Notices. Receiving Party shall not remove any proprietary <br />notices attached to materials embodying Confidential Information. <br />(f) No Illegal Dealing in Securities. Receiving Party shall not break securities laws <br />by purchasing, selling, or otherwise dealing in securities of Disclosing Party on <br />the basis of Confidential Information that is material, nonpublic information. <br />Receiving Party shall instruct anyone to whom it discloses Confidential <br />Information that may be material, nonpublic information not to break securities <br />laws by dealing in securities of Disclosing Party. <br />(g) No Reverse Engineering. Receiving Party shall not reverse engineer any material <br />embodying Confidential Information.</p>
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<p>(h) Mitigate Legally Required Disclosure. The following obligations apply when <br />the law requires disclosure of Confidential Information and when Receiving Party <br />reasonably expects that the law may require disclosure of Confidential <br />Information: <br />(i) Give Notice of Required Disclosure. If legally permitted, Receiving <br />Party shall promptly notify Disclosing Party of the nature of the <br />requirement and the Confidential Information affected. If practical, <br />Receiving Party shall give notice quickly enough to afford Disclosing <br />Party practical chance to start a proceeding to protect the confidentiality of <br />the Confidential Information. On Disclosing Party request, Receiving <br />Party shall cooperate with Disclosing Party in any such proceeding by <br />providing reasonable assistance. <br />(ii) Reimburse Expenses of Cooperation. Disclosing Party shall reimburse <br />Receiving Party's reasonable out-of-pocket expenses of cooperating in any <br />proceeding described in Section 4(h)(i) (Give Notice of Required <br />Disclosure). <br />(i) Give Notice of Leaks. Receiving Party shall give Disclosing Party notice when <br />Receiving Party becomes aware, suspects, or anticipates that Confidential <br />Information has been or will be disclosed or used in breach of this agreement or <br />other confidentiality agreements with Disclosing Party. <br />(j) Return and Destruction. <br />(i) Subject to Section 4(k) (Records Policy), when this agreement terminates, <br />Receiving Party shall promptly: <br />(A) return all materials embodying Confidential Information that <br />Disclosing Party provided with request to return; and <br />(B) destroy all parts of other materials that embody Confidential <br />Information. <br />(k) Records Policy. When this agreement terminates, if Receiving Party has a written <br />records retention policy for the creation and scheduled destruction of archival or <br />backup records, and only specialized personnel can routinely access those records, <br />then Receiving Party may retain materials embodying Confidential Information <br />until destroyed under that policy. <br />(l) Comply with Export Controls. Both parties shall comply with export and <br />reexport laws with respect to Confidential Information.</p>
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<p>(m) Compliance and Oversight. <br />(i) Receiving Party shall ensure that its Advisers abide by the confidentiality <br />obligations of Receiving Party under this agreement. If Receiving Party is <br />a legal entity, Receiving Party shall also ensure that its Personnel abide by <br />the confidentiality obligations of Receiving Party under this agreement. <br />Breach of Receiving Party obligations by Receiving Party Personnel or <br />Receiving Party Advisers will be deemed breach of this agreement by <br />Receiving Party itself. <br />(ii) If Receiving Party is a legal entity, Receiving Party shall provide <br />Disclosing Party copies of confidentiality agreements with Personnel who <br />receive Confidential Information on Disclosing Party request. <br />5. Clarifications. <br />(a) No Obligation to Disclose. No terms of this agreement obligate Disclosing Party <br />to disclose any Confidential Information. <br />(b) No Obligation to Do Business. No terms of this agreement obligate either party <br />to enter any business relationship or agreement, related to the Purpose or <br />otherwise. <br />(c) No License. No terms of this agreement grant any license for any patent, <br />trademark, copyright, or other intellectual property. <br />(d) No Warranty. Disclosing Party makes no warranty that Confidential Information <br />will be complete or accurate. <br />(e) Freedom to Operate. No terms of this agreement prohibit either party from: <br />(i) competing with the other party; <br />(ii) entering into any business relationship with any non-party; or <br />(iii) assigning and reassigning Personnel and Advisers in its sole discretion. <br />6. 18 U.S.C. 1833(b) Notice. <br />(a) An individual shall not be held criminally or civilly liable under any Federal or <br />State trade secret law for the disclosure of a trade secret that: <br />(i) is made: <br />(A) in confidence to a Federal, State, or local government official, <br />either directly or indirectly, or to an attorney; and</p>
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<p>(B) solely for the purpose of reporting or investigating a suspected <br />violation of law; or <br />(ii) is made in a complaint or other document filed in a lawsuit or other <br />proceeding, if such filing is made under seal. <br />(b) An individual who files a lawsuit for retaliation by an employer for reporting a <br />suspected violation of law may disclose the trade secret to the attorney of the <br />individual and use the trade secret information in the court proceeding, if the <br />individual: <br />(i) files any document containing the trade secret under seal; and <br />(ii) does not disclose the trade secret, except pursuant to court order. <br />7. Term. <br />(a) Expiration. This agreement will terminate automatically on the first anniversary <br />of the date of this agreement. <br />(b) Termination by Notice. Either party may terminate this agreement early by thirty <br />calendar days' prior written notice to the other party. <br />(c) Survival. Obligations under Section 4 (Confidentiality Obligations) for <br />Confidential Information disclosed during the term survive the term of this <br />agreement as follows: <br />(i) Obligations for Confidential Information that Receiving Party knew or <br />reasonably should have known constituted a trade secret survive as long as <br />the Confidential Information remains a trade secret. <br />(ii) Obligations for other Confidential Information survive for five calendar <br />years from the date of termination. <br />8. General Contract Terms. <br />(a) No Assignment or Delegation. Neither party may assign any right or delegate <br />any obligation under this agreement without the prior, signed, written consent of <br />the other party. Any attempt to assign or delegate without consent will have no <br />legal effect. <br />(b) Dispute Resolution. The law of the state on the accompanying standard form <br />certificate will govern all aspects of this agreement. The parties shall bring legal <br />proceedings related to this agreement only in state or federal courts located in that <br />state. The parties consent to the exclusive jurisdiction of those courts and waive <br />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. </p>
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<p>(c) Legal Relationship. The parties to this agreement remain independent <br />contractors. This agreement does not create any partnership, joint venture, agency, <br />or similar relationship between the parties. <br />(d) Written Amendments and Waivers. The parties will amend this agreement only <br />by cosigned, written agreement. The parties will waive parts of this agreement, if <br />at all, only by written waiver describing the specific terms waived and in what <br />particular instance, signed by the party waiving. <br />(e) Notices. The parties shall send every notice, demand, consent, request, or other <br />communication required or allowed by this agreement: <br />(i) by e-mail to the address the other party provided with their signature; or <br />(ii) by overnight courier, with signature required for delivery, to the address <br />the other party provided with their signature. <br />Either party may change its e-mail or postal address for later communications by <br />giving notice of a new address. <br />(f) Severability. If a court decides that any part of this agreement is invalid or <br />unenforceable for any reason but enforcing the rest of the agreement would serve <br />the purpose of protecting Confidential Information to advance the Purpose, then <br />the rest of this agreement will remain in force. <br />(g) No Third-Party Enforcement. Only the parties may enforce rights under this <br />agreement. <br />(h) Entire Agreement. The parties intend the terms of this agreement as the final, <br />complete, and only expression of their agreement about protection of Confidential <br />Information exchanged to advance the Purpose. <br />(i) Signature. A written or electronically signed copy of this agreement delivered by <br />e-mail or other electronic means has the same legal effect as delivering a printed <br />and signed original. <br />[Signature page follows.]</p>
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<p>The parties are signing this nondisclosure agreement on the dates by their <br />signatures. <br />First Party <br />Legal Name: Turn Net Systems LLC – A Texas Series <br />LLC <br />Redwood Springs Capital Parnters <br />Management Co (and all Redwood funds) <br />Redwood Springs Capital Partners INC (and <br />all subsidiary funds) <br />Americans For A Better Network INC <br />Sidedoor Solutions Group INC <br />Sidedoor PAC INC <br />Signature: <br />Name: <br />Title: CEO and Director <br />Date: <br />E-Mail:</p>
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<p>Second Party <br />Legal Name: <br />Legal Type: Texas resident <br />Signature: <br />Name: <br />Title: [Leave blank if the party is an individual.] <br />Date: <br />E-Mail:</p> |