The Adventure Challenge

Terms and Conditions

The Nature and Scope of Confidential Information. Disclosing Party agrees to disclose to Receiving Party certain items of the confidential information, the form, quantity and content of which will be sufficient, in Disclosing Party’s sole discretion, to carry out the purposes of this Agreement (collectively, the “Confidential Information”). Confidential information shall mean (i) all information relating to Disclosing Party’s products, business and operations including, but not limited to, financial documents and plans, customers, suppliers, manufacturing partners, marketing strategies, vendors, products, product development plans, technical product data, product samples, costs, sources, strategies, operations procedures, proprietary concepts, inventions, sales leads, sales data, customer lists, customer profiles, technical advice or knowledge, contractual agreements, price lists, supplier lists, sales estimates, product specifications, trade secrets, distribution methods, inventories, marketing strategies, source code, software, algorithms, data, drawings or schematics, blueprints, computer programs and systems and know-how or other intellectual property of Disclosing Party and its affiliates that may be at any time furnished, communicated or delivered by Disclosing Party to Receiving Party, whether in oral, tangible, electronic or other form; (ii) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; (iii) information acquired during any tours of Disclosing Party’s facilities; and (iv) all other non-public information provided by Disclosing Party whosoever. All Confidential Information shall remain the property of Disclosing Party.

Duty to Preserve and Protect Confidential Information. Receiving Party shall hold the Confidential Information, and any previously disclosed Confidential Information, in confidence and not to use the Confidential Information Receiving Party’s own benefit or the benefit of anyone else, and not to use the Confidential Information for the purpose of developing or improving a good, service, or method for anyone except Disclosing Party. Receiving Party shall adopt and/or maintain security processes and procedures to safeguard the confidentiality of all confidential information received by Disclosing Party.

Upon termination of this agreement, Receiving Party will ensure all documents, memoranda, notes, and other writing or electronic records that reflect any confidential information are returned or destroyed as directed by Disclosing Party. The obligation not to disclose confidential agreement shall survive the termination of this Agreement, and at no time will Receiving Party be permitted to disclose confidential information. If Receiving Party desires to disclose the Confidential Information to any persons who have not yet signed this Agreement, Receiving Party shall so notify the Disclosing Party in writing and Disclosing Party shall determine, in its sole and absolute discretion, whether Receiving Party may disclose the Confidential Information to such additional person(s) and, if so, such additional persons(s) shall sign a copy of this Agreement before any disclosure may be made to such person(s).

Receiving Party shall control access to any Confidential Information in Receiving Party’s possession, regardless of how or when acquired, and shall mark any reproductions as “Confidential.” For purposes of clarification, the foregoing shall not be construed to permit Receiving Party to make reproductions of the Confidential Information, but rather to create an affirmative duty to mark reproductions of the Confidential Information as “Confidential,” regardless of whether such reproductions are permitted.

Limits on Use and Developments. Should Receiving Party or any member of its affiliated organization(s), if any, develop, either solely or jointly with others or with the Disclosing Party, any improvements in the Confidential Information or any intellectual property related thereto (collectively,Developments), which Developments are based on or result from access to the Confidential Information, the Receiving party agrees to assign and does hereby assign to the Disclosing Party, for consideration herein acknowledged, all of Receiving Party’s right, title, and interest in and to such Developments. Any such Developments shall be included within the definition of Confidential Information for purposes of this Agreement.

Extension of Duties Concerning Confidential Information. It is agreed that the obligation of confidentiality and non-use imposed hereunder will apply to all Confidential Information disclosed by Disclosing Party to Receiving Party (whether or not such information was obtained by Receiving Party prior to the effective date of this Agreement, from other sources, including without limitation from third parties), except information which Receiving Party reasonably demonstrates was already known to Receiving Party as of the effective date of this Agreement, as evidenced by presently existing written documentation, and that was received from third parties not under a confidentiality obligation, was derived from information generally available to the public (information that wasn’t made available due to unauthorized disclosure by Receiving Party or any of its Representatives), was independently developed by Receiving Party prior to disclosure by Disclosing Party and without the use of any Disclosing party confidential information, or was disclosed to Receiving Party by the Disclosing Party’s written agreement; provided, however, it is further agreed that the above exception is to be narrowly construed and that Receiving Party obligations imposed under this Agreement are relieved solely with respect to those specific portions of the Confidential Information which fall within the above exception and not with respect to related portions, combinations, compilations, or characteristics of the Confidential Information, including without limitation its advantages, operability, specific purposes, uses, etc. If Receiving Party or any of its Representatives is legally compelled by applicable law, by any court, governmental agency or regulatory authority or by subpoena or discovery request in pending litigation but only if, to the extent lawful, Receiving Party or its Representatives give prompt written notice of that fact to Disclosing Party prior to disclosure so that Disclosing Party may request a protective order or other remedy to prevent or limit such disclosure and in the absence of such protective order or other remedy, Receiving Party or its Representatives may disclose only such portion of the Confidential Information which it is legally obligated to disclose.

No Rights Conveyed. Nothing in this Agreement shall be deemed, by implication or otherwise, to convey to Receiving Party any rights under any patents, patent applications, copyrights, trademarks, trade secrets, inventions or any other intellectual property owned by Disclosing Party, nor shall this Agreement be deemed a commitment of any kind by either Receiving Party or Disclosing Party to enter into any further agreement with the other. Should the parties enter into any such further agreement, this Agreement shall not terminate but shall continue in full force and effect according to the terms and conditions hereof.

No Warranties or Representations Made Concerning Confidential Information. In providing the Confidential Information to Receiving Party under this Agreement, Disclosing Party makes no representation or warranty, either express or implied, as to its adequacy, sufficiency, or freedom from defect of any kind, including freedom from any intellectual property infringement that may result from Receiving Party’s use of such Information. Furthermore, Receiving Party hereby agrees to indemnify, defend and hold Disclosing Party harmless from any and all liabilities, claims, obligations, suits, judgments and expenses whatsoever, including court costs, legal expenses, expert witness fees, and attorneys; fees, which Disclosing Party may incur, or which may be asserted against Disclosing Party, and which arise or occur with respect to the operation of Receiving Party’s business as it relates to this Agreement. Except for the matters set forth in this Agreement, neither party will be under any obligation with regard to the transaction. Either party may, in its sole discretion: (a) terminate discussions and negotiations with the other party or its Representatives with respect to the transaction; (b) terminate discussions and negotiations with the other party or its Representatives at any time and for any reason or for no reason; and (c) change the procedures relating to the consideration of the transaction at any time without prior notice to the other party.

No Export. Notwithstanding any other restrictions on the disclosure of Confidential Information contained herein, Receiving Party agrees that any Confidential Information received by it pursuant to this Agreement will not be shipped either directly or indirectly to any countries outside the United States as to which export may be in violation of the United States Export Laws or Regulations. This obligation shall survive the termination of this Agreement.

Applicable Law and Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of California, U.S.A., and the parties agree that it is executed and delivered in that state exclusively. In the event any legal action becomes necessary to enforce or interpret the terms of this Agreement, the parties agree that such action will be brought in Shasta County; and the parties hereby submit to the exclusive jurisdiction of these courts. Each party further waives any objection to the laying of venue for any such suit, action or proceeding in such courts.

Right to Injunctive Relief. Receiving Party hereby acknowledges and agrees that the unauthorized disclosure or use of any of the Confidential Information could cause irreparable harm and significant injury to the Disclosing Party which may be difficult to ascertain. Accordingly, Receiving Party agrees that Disclosing Party shall have the right to obtain, upon the filing of a declaration of a Representative of Disclosing Party describing the breach, together with the appropriate court documents, an immediate injunction enjoining any further breach of this Agreement, in addition to any other legal remedies available to Disclosing Party, which shall include monetary damages consisting of any and all profits realized by Receiving Party and/or any third parties as a result of a breach of this Agreement and/or arising out of or related to Receiving Party’s disclosure and/or use of the Confidential Information.

Benefit and Inurement. This Agreement will inure to the benefit of and be binding on the respective successors and permitted assigns of the parties. In the event that any legal action becomes necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled, in addition to its court costs, to such reasonable attorneys;fees, expert witness fees and legal expenses as may be fixed by a court of competent jurisdiction.

Reliance for Purposes of Competition Prohibited. Receiving Party shall not, directly or indirectly, use, reference, disclose, copy, transmit, display, broadcast, distribute, or otherwise rely on, in whole or in part, the Confidential Information, to engage in business activity which is competitive with Disclosing Party, or to assist any other person or entity to engage in business activity which is competitive with Disclosing Party.

Complete Agreement. This Agreement contains the entire understanding and agreement of the parties with respect to the subject matter hereof, and there are no representations, warranties, promises or undertakings other than those contained herein. As to the subject matter hereof, this Agreement supersedes and cancels all previous agreements between the parties hereto. No course of conduct or dealing between the parties shall act as a modification or waiver of any provision of this Agreement, and only a modification or waiver which is contained in a single writing signed by both parties shall be effective. Notwithstanding the foregoing, the herein provisions shall not be construed to supersede any other agreement between the parties concerning the subject matter hereof, but instead shall be construed to supplement any such agreement(s).

No Assignment or Transfer. This Agreement is binding on Receiving Party, its officers, agents, employees,representatives affiliated companies, and successors, and the individual’s signatory hereto. This Agreement is not assignable or transferable by Receiving Party, and any such attempted assignment and/or transfer shall be null and void. The term of Agreement is perpetual unless mutually terminated by both parties. If any provision of this agreement should be held to be void or unenforceable, in whole or in part, such provision or part thereof shall be treated as severable, leaving valid the remainder of this Agreement.