Business Assessment Terms and Conditions

By participating in this exercise you, the participant (“PARTICIPANT”) agree to the following with Heroik Media (“HEROIK”).

This form, experience, including its contents and design, engineering, concepts are proprietary and confidential, and represent the exclusive intellectual property of HEROIK.

OBLIGATIONS OF PARTICIPANT.

PARTICIPANT agrees to provide truthful and accurate information about their understanding of their brand and business.

PARTICIPANT agrees not to reproduce or disclose HEROIK’s proprietary confidential information to any third party, for any reason without expressed written authorization from Heroik Media.

PARTICIPANT agrees not to reproduce any iteration, variation, simulation of this product, or distribution of any facsimile of this exercise or any portion therein, that may be reasonably construed to infringe upon this work without the expressed written permission from HEROIK.

PARTICIPANT shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of HEROIK. PARTICIPANT shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. PARTICIPANT shall not, without prior written approval of HEROIK, use for PARTICIPANT’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of HEROIK, any Confidential Information. PARTICIPANT shall return to the Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if HEROIK requests it in writing.

PARTICIPANT agrees that any instance of breach, infringement or unauthorized disclosure of Heroik’s proprietary information would amount to harm to HEROIK’s business, reducing the value of its products and services to the point where they are no longer valuable in the marketplace.

PARTICIPANT is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by HEROIK in enforcing this Agreement as a result of any default of this Agreement by PARTICIPANT.

DISCLOSURE OF SIMILAR INTELLECTUAL PROPERTY.

PARTICIPANT agrees to disclose any similar intellectual property within 24 hours of signing agreement to Terms and Conditions by sending an email with the subject line “Similar IP” to legal@getheroik.com that lists and describes all similar or related intellectual property, its first commercial use, or intended date of first use.

CONFIDENTIAL INFORMATION.

For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which the HEROIK is engaged. If Confidential Information is in written form, HEROIK shall label or stamp the materials with the word “Confidential” or some similar warning. If confidential information is in oral form, PARTICIPANT should treat it as confidential unless HEROIK provides a writing indicating that such oral communication constituted Non Confidential Information.

EXCLUSIONS FROM CONFIDENTIAL INFORMATION.

PARTICIPANT’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the PARTICIPANT; (b) discovered or created by the PARTICIPANT before disclosure by HEROIK; (c) learned by the PARTICIPANT through legitimate means other than from HEROIK or HEROIK’s representatives; or (d) is disclosed by PARTICIPANT with HEROIK’s prior written approval.

INSTANCE OF INFRINGEMENT.

PARTICIPANT agrees that an instance of infringement consists of exposing confidential or proprietary information to an unauthorized third party. Each unauthorized third party who views the information as a result of PARTICIPANT’s breach constitutes an instance of infringement. PARTICIPANT agrees that each Instance of Infringement constitutes a loss of a minimum of $30,000 in revenue to HEROIK.

TIME PERIOD

The provisions of this Agreement shall survive the termination of this Agreement and PARTICIPANT’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until HEROIK sends PARTICIPANT written notice releasing PARTICIPANT from this Agreement, whichever occurs first.

RELATIONSHIP.

Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.

INTEGRATION.

This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a written document signed by both parties.

WAIVER.

No failure or delay by HEROIK in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.

SEVERABILITY.

HEROIK and PARTICIPANT acknowledge that these terms and conditions are reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the HEROIK and the PARTICIPANT that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the PARTICIPANT to give HEROIK the broadest possible protection against disclosure of the Confidential Information.

CLAUSES PARAGRAPHS AND SUBPARAGRAPHS.

The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.

HEADINGS.

Headings are inserted for the convenience of the parties only and are not to be considered when interpreting these Terms and Conditions of this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

INUREMENT.

These Terms and Conditions will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns of the PARTICIPANT, as the case may be, of the parties.

REMEDIES.

PARTICIPANT agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to HEROIK. Accordingly, PARTICIPANT agrees that HEROIK is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining PARTICIPANT, any of its personnel, and any agents of PARTICIPANT, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.

ARBITRATION.

Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place in Sacramento, California, or at Heroik Media’s discretion, a location agreed to by both parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.

AGREEMENT.

This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.