Event Attendance Agreement

This Event Agreement (this “Agreement”) dated as of October 17, 2023 (“Effective Date”), is between Kuan Advisory LLC dba Agifall M&A (“we”, “us” or the “Agifall”) and Agifall’s NY Tech Week event entitled, NY #Tech Week 5 Critical Considerations to Secure Tech Co. Growth & Successful Exit, on October 17, 2023 (the “Event”) attendees (“you” or “attendee(s)”).   Agifall and you are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

In connection with hosting the Event to market Agifall’s product and services to attendees in order to induce attendees to enter into a possible business relationship or other consensual transaction with Agifall (the “Purpose”), Agifall may disclose to attendees Confidential Information. As used herein, “Confidential Information” means all non-public, proprietary, or confidential information including, but not limited to, the Event presentation, Event discussion, contact information of other attendees at the Event, information related to Agifall, its affiliates and strategic partners, its actual or proposed business model, operations, methodologies and approach, products, service offering, customers and potential customers, and pricing, in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as "confidential," and all notes, analyses, summaries, and other materials prepared by Recipient or any of its Representatives that contain, are based on, or otherwise reflect, to any degree, any of the foregoing ("Notes"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of attendee's or attendee’s representatives' or affiliates’ act or omission or breach of this agreement; (b) is obtained by attendee or attendee’s representatives or affiliates on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; (c) was in attendee's or its attendee’s representatives' or affiliates’ possession, as established by documentary evidence, before Agifall’s disclosure hereunder; or (d) was or is independently developed by attendee or attendee’s representatives or affiliates, as established by documentary evidence, without using any Confidential Information. Confidential Information also includes: the facts that the parties are in discussions regarding the Purpose (or, without limitation, any termination of such discussions) and that Confidential Information has been disclosed; and any terms, conditions or arrangements discussed.

            As a condition to, and in consideration of, the attending the Event, it is hereby agreed as follows:

1.    Attendee may use the contact information of other attendees at the Event for its own business purpose that does not compete with the products and service offering of Agifall, provided that attendee does not duplicate or distribute the contact information of other attendees (“Networking Use”). Attendee agrees that it and its representatives and affiliates shall (a) use the Confidential Information exclusively for the Purpose of evaluating a potential relationship or transaction with Agifall, and, if Agifall is engaged by attendee, in the performance of the products and/or services requested of attendee by Agifall within the scope of such engagement (the “Permitted Use”), and not for any other purpose except for the Networking Use provided herein, (b) keep the Confidential Information confidential, and (c) not disclose to any person or entity, copy, reproduce, distribute or appropriate for attendee’s benefit or for the benefit of any person or entity (other than Agifall), any of the Confidential Information without the prior written consent of Agifall; provided that attendee may disclose Confidential Information to the extent required by applicable law (in which case such attendee shall give Agifall written notice of any such requirement prior to such disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy) and to those of such attendee’s representatives and affiliates who need to know such information exclusively for the Permitted Use; provided, further, that each such representative or affiliate is informed that such information is strictly confidential and subject to this Agreement and is directed to comply with the terms of this Agreement.  Each attendee agrees to be responsible for any breach of this Agreement by any of its representatives and affiliates.

2.     All Confidential Information in an attendee’s possession or control, including without limitation all copies and reproductions thereof, shall be returned to Agifall or destroyed promptly upon Agifall’s written request at any time; provided, however, that Confidential Information may be retained to the extent required by law, rule or regulation or applicable existing and bona fide document retention policy; provided, further, that any such retained Confidential Information shall continue to be subject to this Agreement.

3.     Attendee acknowledges that Agifall retains its entire right, title, and interest in and to all Confidential Information, and no disclosure of Confidential Information hereunder will be construed as a license, assignment, or other transfer of any such right, title, and interest to attendee or any other person.

4.     Attendee acknowledges that Agifall has no obligation under this Agreement to (a) disclose any Confidential Information or (b) negotiate for, enter into, or otherwise pursue the Purpose. Agifall provides all Confidential Information without any representation or warranty, expressed or implied, as to the accuracy or completeness thereof, and Agifall will have no liability to attendee or any other person relating to attendee's use of any of the Confidential Information or any errors therein or omissions therefrom.

5.    Attendee represents and warrants that it is not engaged in the business of or working to the benefit of a mergers and acquisition intermediary including, but not limited to a business brokerage, an investment bank and mergers and acquisitions advisory organization.

6.    Attendee agrees that unless it obtains the prior written consent of Agifall, neither attendee nor any of its representatives or affiliates (each, a "Restricted Person") shall directly or indirectly, for itself or on behalf of another person or entity, induce, influence, or encourage, any client, customer, supplier, or other similar third party of Agifall or any of its representatives, strategic partners or affiliates that became known to the Restricted Person directly or indirectly pursuant to any Confidential Information or any discussions or communications relating to the Event, the Purpose or the evaluation or negotiation of the possible transaction or relationship between attendee and Agifall (each, a "Customer” or “Supplier") to alter, terminate, or breach its contractual or other business relationship with Agifall or any of its representatives, strategic partners or affiliates or, solicit business from any Customer or Supplier. Notwithstanding the foregoing, nothing in this section restricts any Restricted Person from soliciting business from or engaging in business with any Customer or Supplier in the normal course of business, so long as the Restricted Person does not use any Confidential Information to identify such Customer or Supplier or to communicate or negotiate with such Customer or Supplier.

Attendee agrees that the duration, scope, and geographical area of the restrictions contained in this section are reasonable. Upon a determination that any term or provision of this section is invalid, illegal, or unenforceable, the court may modify this section to substitute the maximum duration, scope, or geographical area legally permissible under such circumstances to the greatest extent possible to effect the restrictions originally contemplated by the Parties hereto.

7. Attendee acknowledges and agrees that any breach of this Agreement will cause irreparable harm and injury to Agifall for which money damages would be an inadequate remedy and that, in addition to remedies at law, Agifall is entitled to equitable relief as a remedy for any such breach or threatened breach.

8.    The rights and obligations of the parties related to the Confidential Information of this Agreement expire two years after the Effective Date; provided that with respect to Confidential Information that is a trade secret under the laws of any jurisdiction, such rights and obligations will survive such expiration until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of Recipient or its Representatives.

 9. Attendee hereby irrevocably permits, authorizes, grants, and licenses Agifall and its representatives, strategic partners, affiliates, successors, and assigns, and their respective licensees, advertising agencies, promotion agencies, and fulfillment agencies, and the employees, officers, directors, and agents of each and all of them ("Authorized Persons"), the rights to display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, sell, rent, license, otherwise use, and permit others to use, my name, image, likeness, appearance, voice, professional and personal biographical information, other personal characteristics and private information, and all materials created by or on behalf of Agifall that incorporate any of the foregoing ("Materials") in perpetuity throughout the universe in any medium or format whatsoever now existing or hereafter created[, including but not limited to, in and on magazines, brochures, and other print publications, electronic, magnetic, and optical media, videos, radio broadcasts, and other advertising and promotional materials, press releases, the internet and other digital transmission or delivery methods, and mobile applications, on any platform and for any purpose, including but not limited to advertising, public relations, publicity, packaging, and promotion of Agifall and its affiliates and their businesses, products, and services, without further consent from or royalty, payment, or other compensation to me.

Agifall shall be the exclusive owner of all rights, including copyright, in the Materials. Attendee hereby irrevocably transfer, assign, and otherwise convey to Agifall my entire right, title, and interest, if any, in and to the Materials and all copyrights and other intellectual property rights in the Materials arising in any jurisdiction throughout the universe in perpetuity, including all registration, renewal, and reversion rights, and the right to sue to enforce such copyrights against infringers. Attendee acknowledges and agrees that it has no right to review or approve Materials before they are used by Agifall, and that Agifall has no liability to me for any editing or alteration of the Materials or for any distortion or other effects resulting from Agifall's editing, alteration, or use of the Materials, or Agifall's presentation of me. Any credit or other acknowledgment of me, if any, shall be determined by Agifall in Agifall's sole discretion. Agifall has no obligation to create or use the Materials or to exercise any rights given by this Agreement.

To the fullest extent permitted by applicable law, Attendee hereby irrevocably waives all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy (including intrusion, false light, public disclosure of private facts, and misappropriation of name or likeness), violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (collectively, "Claims"), arising directly or indirectly from the Authorized Persons' exercise of their rights under this Agreement or the production, exhibition, exploitation, advertising, promotion, or other use of the Materials, and whether resulting in whole or in part from the negligence of Company or any other person, and I hereby covenant not to make or bring any such Claim against any Authorized Persons and forever release and discharge the Authorized Persons from liability under such Claims. Attendee understands that Agifall is relying on this Agreement and will incur significant expense in reliance on this Agreement, and attendee agrees that this Agreement cannot be terminated, rescinded, or modified in whole or in part.

Attendee represents and warrants to Agifall that attendee is at least 18 years of age, and have full right, power, and authority to enter into this Agreement and grant the rights granted hereunder. Attendee further represents and warrants to Agifall that attendee will provide only true and correct statements and other information in connection with this Agreement, and the Authorized Persons' use of the Materials and the rights and license granted hereunder do not, and will not, violate any right (including without limitation copyright, trademark, trade secret, right to privacy, or right of publicity) of, or conflict with or violate any contract with or commitment made to, any person or entity, and that no consent or authorization from, or any payment to, any third party is required in connection herewith. Attendee agrees to defend, indemnify, and hold harmless the Authorized Persons from and against all Claims by third parties resulting from my breach or alleged breach of this Agreement or any of the foregoing representations and warranties.

THIS AGREEMENT PROVIDES COMPANY WITH YOUR ABSOLUTE AND UNCONDITIONAL CONSENT, WAIVER, AND RELEASE OF LIABILITY, ALLOWING COMPANY TO PUBLICIZE AND COMMERCIALLY EXPLOIT YOUR NAME, LIKENESS, AND OTHER PERSONAL CHARACTERISTICS AND PRIVATE INFORMATION AS SET OUT ABOVE. BY SIGNING, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT.

10.    This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior agreements or understandings, whether written or oral, with respect to such subject matter.  In the event that any provision of this Agreement is prohibited or unenforceable in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.  No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.

11.    This Agreement shall be binding upon the parties hereto and their respective successors and assigns, and shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflict of laws.  Each of the parties irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the State of New York, New York County for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement or any matters contemplated hereby.  This Agreement may be executed via facsimile or electronic transmission and in counterparts, each of which shall be deemed to be an original, but all of which shall constitute the same agreement.