• NONDISCLOSURE AGREEMENT, (NDA)

    By checking the box that states that you agree to the NDA you ( the “Recipient”) make this agreement, including the terms and conditions set forth in Exhibit A (collectively, this “Agreement”), in order to protect the confidentiality and prevent unauthorized disclosure of non-public, confidential, or proprietary information (“Information”) that may be disclosed to Recipient before or after the event by or on behalf of a Discloser, (any attendee or member of staff at the event). Recipient acknowledges that (a) it has reviewed this Agreement after being provided an opportunity to consult with independent legal counsel and (b) this Agreement is intended to induce Discloser to disclose certain Information to Recipient. Recipient has executed this Agreement to be effective as of the Effective Date.

    EXHIBIT A -- Nondisclosure Agreement Terms & Conditions

    Recipient understands that Discloser seeks a high degree of discretion and confidentiality. To the maximum extent allowed by law, Recipient agrees to always err on the side of confidentiality. To the extent Recipient has questions or doubt relating to Recipient’s obligations under this Agreement, Recipient agrees to promptly seek clarification from Discloser.

    1. Desire for Privacy; Private Conversations: Recipient understands and acknowledges that attendees of the event are prominent persons who may be the subject of public attention in, among other things, media, print and social media. Recipient understands and acknowledges Discloser’s desire for privacy in Discloser’s business, personal, legal, medical, political and financial matters (the “Confidential Matters”), which are private and confidential, and not to be disclosed to anyone outside the event. The Information includes, but is not limited to, all Confidential Matters, whether known to Recipient before, on or after the date of this Agreement, such as attendees assets, businesses, lifestyle, vacations, political and social activities, expenditures, guests, and co-workers as well as the existence, terms, nature and details of Recipient’s relationship and agreements with and services provided to Discloser. Accordingly, Recipient agrees to keep private and confidential to the maximum extent permitted by law all Information. Recipient will promptly notify Discloser if Recipient is contacted by anyone seeking any information, including contact by media, reporters, or investigators. To the maximum extent permitted by law, Recipient agrees not to spread false or misleading information regarding Discloser or any of their business interests, and Recipient shall not in any way defame Discloser or any of their business interests.

    2. Films, Books, and Other Media; Statements: To the maximum extent permitted by law, Recipient understands and agrees that Recipient shall not publish or authorize or cause to be published (including but not limited to by means of articles, books, or online, whether fiction or non-fiction) any Information, and Recipient agrees not to make any verbal or written statements, interviews, or online or other social media postings, including but not limited to photos, status updates, tweets, videos, or blog posts, about or in any way involving any Information. To the maximum extent permitted by law, Recipient agrees not to spread false or misleading information regarding or otherwise defame, any Discloser or any of such Discloser’s business interests.

    3. Use of Information. Recipient shall use the Information only for the purpose of assisting Discloser pursue Discloser’s business as directed by Discloser (the “Purpose”) and for no other purposes whatsoever. Recipient shall protect and safeguard the confidentiality and nondisclosure of Information with at least the same degree of care as the Recipient protects its own non-public, confidential, or proprietary information, but in no event with less than a reasonable degree of care; not use, or permit to be accessed or used, the Information to Discloser’s detriment. Recipient shall not disclose any Information to any person or entity, except Recipient’s Representatives who need to know such Information to assist Recipient in pursuit of the Purpose, are informed by Recipient of the non-public, confidential or proprietary nature of the Information, and are subject to confidentiality and nondisclosure duties for the benefit of Discloser no less restrictive than those owed by Recipient to Discloser. Recipient agrees that an action taken by its Representative that would be a breach of this Agreement if taken by Recipient shall be deemed a breach of this Agreement, and Recipient agrees to be responsible and liable for any breach of this Agreement caused by any of its Representatives.

    4. Term & Return of Information: Recipient’s obligations hereunder shall continue for as long as it or any of its Representatives is in possession of or has knowledge of any Information. All Information in the possession of Recipient or any of its Representatives shall remain the property of Discloser, and Recipient shall promptly return or cause to be returned to Discloser all Information and copies thereof upon the request of Discloser.

    5. Certain Disclaimers: No license under any intellectual property right is granted, assigned, optioned or implied by Discloser’s disclosure of information hereunder. Recipient agrees that Information is the exclusive property of a Discloser, and Recipient shall not claim ownership to any Information. No agency, employment, consulting, business, joint venture, partnership or other commercial relationship is created by this Agreement. Disclosers do not make any representations or warranties as to the accuracy or completeness of any information disclosed hereunder, and no Discloser shall be liable to any person or entity resulting from or relating to any use of, errors in, or omissions from any such information.

    6. Entire Agreement; Amendment, Waiver & Assignment; Severability; No Third Party Beneficiaries; Interpretation: This Agreement constitutes the sole and entire agreement of Recipient regarding the subject matter contained herein and supersedes all prior and contemporaneous understandings or agreements regarding such subject matter. All amendments, additions, modifications, waivers, assignments, delegations or transfers (which includes any change of control, merger, or transfer by operation of law) of rights and obligations under this Agreement (a “Change”) must be agreed in writing by both Discloser and Recipient, and any such purported Change in violation of this paragraph shall be null and void. No assignment, delegation or transfer shall relieve the assigning, delegating or transferring party of any of its obligations hereunder. Notwithstanding the foregoing, Recipient agrees that a Discloser may assign, delegate, or otherwise transfer (including by change of control, merger, or operation of law) its rights and obligations under this Agreement to any of its affiliates or to any person or entity acquiring all or a portion of Discloser's business. If any term or provision of this Agreement is found invalid, illegal, or unenforceable in any jurisdiction, such finding shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement is for the sole benefit of each Discloser and its successors and assigns. Nothing in this Agreement confers on any other person or entity any legal or equitable right, benefit, or remedy. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any provision of this Agreement that refers to the words “includes” or “including” shall be deemed to be followed by the words “without limitation.”

    7. Governing Law; Venue; Remedies; Notices: The Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of, or relate to the Agreement, the Purpose, or any other business arrangement among Recipient, on the one hand, and a Discloser on the other hand, shall be governed by, and enforced in accordance with, the internal laws of the State of California. The parties agree that, unless expressly prohibited by law, any controversy or claim that may be based upon, arise out of, or relate to the Agreement, the Purpose, any other business arrangement among Recipient, on the one hand, and a discloser on the other hand, or the subject matter, breach interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by confidential, binding arbitration in San Francisco, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. The arbitrator shall award to the prevailing party, if any, as determined by the arbitrator, all of their costs and fees. "Costs and fees" mean all reasonable pre-award expenses of the arbitration related to the arbitrator's fees, administrative fees, court costs, and attorney’s fees. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. Notwithstanding anything to the contrary, the parties shall be allowed to conduct limited discovery consisting of production of relevant documents and no more than two depositions per party unless the arbitrator finds more depositions are reasonably required. Judgment on the arbitration award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional or equitable remedies either in aid of arbitration or as otherwise set forth below from a court of appropriate jurisdiction. Violation of the Agreement by either party may cause irreparable harm to the non-breaching party that cannot be fully compensated for by monetary damages alone. Accordingly, without limiting any of the parties’ rights and other available remedies, and notwithstanding anything else to the contrary herein (including the arbitration terms that appear earlier in this paragraph), each party shall be entitled to pursue equitable remedies, including specific performance and injunctive relief, against the breach or threatened breach of the Agreement without any requirement to secure or post any bond or security and without the need to prove actual damages. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when given to a nationally recognized overnight courier (receipt requested) for delivery to the addressee; (c) on the date sent by email (with confirmation of transmission) if sent during JTPR LLC’s normal business hours, and on the next business day if sent after its normal business hours; or (d) on the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to (i) a Discloser via mail or courier at Shift + Alt Events, 2443 Fillmore St, #380-16459, San Francisco, CA 94115 or via email at info@shiftalt.events, (ii) Recipient at the address or email address set forth next to Recipient’s signature to this Agreement, or (c) in either case, to such other address that Discloser or Recipient may designate from time to time in accordance with this paragraph.

    8. Electronic Execution: Ticking the box to agree to this Agreement has the same legal effect as signing an original copy of this Agreement with a pen.