NDA Form I understand that to invest in Windmill Capital Management Projects I must be an Accredited Investor. By clicking below, I confirm that I am (1) An individual with income of more than $200,000 per year, or joint income of $300,000, in each of the last two years and expect to reasonably maintain the same level of income; or, (2) have a net worth exceeding $1 million, either individually or jointly with my spouse, or, (3) am a general partner, executive officer, director or a related combination thereof for the issuer of the security being offered. These investors are considered to be fully functional without all the restrictions of the SEC. An employee benefit plan or a trust may qualify as a accredited investors if total assets exceed $5 million. * Yes Non-Disclosure Agreement This Confidentiality Agreement ("Agreement") will confirm our mutual understanding in connection with Windmill Capital Management (“WCM”) providing, and your receipt of, information regarding a private offering of securities ("the Investment"). 1. Information means all oral or written data, reports, records or materials obtained from WCM, including the name, address and type of business of The Investment, the knowledge that The Investment is being offered, or even the fact that Information has been provided (collectively hereafter “Information”). Information shall not include, and all obligations as to non-disclosure by the undersigned shall cease to any part of, such Information to the extent that such Information: (i) is or becomes public other than as a result of acts by the undersigned; (ii) can be shown was already known to the undersigned at the time of its disclosure hereunder; (iii) is independently obtained by the undersigned from a third party having no duty of confidentiality to The Company; (iii) is independently developed by the undersigned without use of any Information supplied hereunder; or (iv) is obligated to be disclosed pursuant to applicable law, regulation or legal process, provided that you, if permitted by law, provide WCM prompt written notice so that a protective order or other appropriate remedy may be pursued by WCM. 2. Information is being furnished solely in connection with your consideration of a potential financing placement in The Investment and shall be treated as "secret" and "confidential" and no portion of it shall be disclosed to others, except to those of your employees and agents whose knowledge of the Information is required for you to evaluate The Investment and who shall assume the same obligations as you under this Agreement. The undersigned hereby assumes full responsibility for the compliance of such employees or agents to the terms of this Agreement. 3. The undersigned further agrees that it will not interfere with or circumvent the exclusive agreement between WCM and any party regarding The Investment; nor will the undersigned directly contact any party or interfere with any business related to The Investment, it being understood and agreed that the undersigned will communicate exclusively with WCM and its designated agent(s) regarding The Investment unless otherwise agreed to in writing by WCM. 4. Except as is legally required, without the prior written consent of WCM, the undersigned shall not make, and shall cause its employees and agents to refrain from making, any public announcement, press release or other public statement with respect to The Investment.. 5. All Information shall be promptly returned or destroyed by you, as directed by WCM, upon written notice to you, provided however, that you may retain one copy of the Information as required to comply with applicable regulations, laws or your internal document retention policies. Notwithstanding the term of this Agreement, any Information retained by you pursuant to this paragraph shall remain subject to the confidentiality provisions herein until such Information is returned or destroyed. 6. It is understood that (a) no representations or warranties are being made as to the completeness or accuracy of any Information and (b) any and all representations and warranties shall be made solely in a signed subscription agreement or similar instrument and subject to the provisions thereof. 7. The undersigned acknowledges the responsibility to perform an underwriting and a due diligence review at its own cost and expense prior to making any Investment. 8. If the terms or conditions of this Agreement are breached, WCM may be irreparably harmed and may not have an adequate remedy at law. Accordingly, in addition to any other remedy, WCM shall be entitled to injunctive relief to prevent breaches of the terms and conditions of this Agreement and to enforce specifically these terms. 9. This Agreement shall be construed in accordance with the laws of the State of California. The parties irrevocably submit to the jurisdiction of the State of California and San Francisco Federal court. 10. In the event of any action with respect to this Agreement, the substantially prevailing party shall be entitled to collection of its reasonable attorney fees, costs and expenses from the other party. I have read and agree to the Non-Disclosure Agreement. * Yes End Section Name (First) * Name (Last) * Address * City * State * Zip Code * Telephone Number Email Address * Enter Email reCAPTCHA Submit If you are human, leave this field blank.