1. PURPOSE

The Receiving Party wishes to receive certain confidential and proprietary information from the Disclosing Party to evaluate a potential business relationship related to the event produced by the Disclosing Party, involving third parties including Invisible Intersection and associates such as Jacob Lill.

2. DEFINITIONS

1. Confidential Information refers to any data or information, oral or written, disclosed by the Disclosing Party to the Receiving Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to:
   • Business strategies and operations;
   • Financial documents and data;
   • Sponsorship strategies and sponsor identities;
   • Creative content related to the event;
   • Personal information regarding employees and associated third parties, including Jacob Lill.

3. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party shall:

1. Keep the Confidential Information confidential and not disclose it to any third party without the prior written consent of the Disclosing Party.
2. Use the Confidential Information solely to evaluate or pursue a business relationship with the Disclosing Party.
3. Limit all access to the Confidential Information to those that have signed this NDA.

4. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that:

1. Was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party;
2. Was known to the Receiving Party, without restriction, at the time of disclosure as demonstrated by files in existence at the time of disclosure;
3. Is disclosed with the prior written approval of the Disclosing Party.

5. TERM AND TERMINATION

This Agreement will commence on the date first above written and shall continue in effect until the Confidential Information no longer qualifies as confidential or until terminated by Disclosing Party with thirty (30) days written notice to the other Party.

6. RETURN OF MATERIALS

Any material or documents that have been furnished by the Disclosing Party to the Receiving Party will be promptly returned by the Receiving Party, accompanied by all copies of such documentation, within thirty (30) days of the termination of this Agreement.

7. NO LICENSE

Nothing in this Agreement grants the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein.

8. LEGAL AND EQUITABLE RELIEF

The Receiving Party acknowledges that any violation or threatened violation of this Agreement may cause irreparable injury to the Disclosing Party, entitling the Disclosing Party to seek injunctive relief in addition to all legal remedies.

9. MISCELLANEOUS

1. Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws rules.
2. Severability: If any term of this Agreement is found to be unenforceable or invalid, that term will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
3. Entire Agreement: This Agreement constitutes the entire agreement between the Parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral.

IN WITNESS WHEREOF

The Parties have executed this Non-Disclosure Agreement as of the Effective Date.