This Agreement (“Agreement”) is between Bay Angels, LLC, (“hereafter-termed Bay Angels”), and Entrepreneur (“hereafter-termed Entrepreneur”), together, the (“Parties”). Whereas, Bay Angels desires to offer to present Entrepreneur to investors, through various means, including websites [Dealum; Bay Angels’ website], pitch events, online newsletter, other meetings and direct contacts with its members. Whereas, Entrepreneur is looking to present to investors at the Bay Angeles’ pitch event. This Agreement outlines the provision of services rendered by Bay Angels. Entrepreneur understands that Bay Angels neither provides investment services nor investment advice, whether it be to investors or entrepreneurs. THE PARTIES AGREE AS FOLLOWS: Article 1 - Obligations of the Parties Entrepreneur agrees to allow Bay Angels use of all submitted materials, unless otherwise notified in writing at time of submission. Entrepreneur agrees that consideration for this Agreement is their ability to apply to present their pitch deck at any Bay Angels' event, and/or affiliated website [Dealum; Bay Angels’ website], or any other manner offered through Bay Angels. Bay Angels may offer to present Entrepreneur the opportunity to apply to present materials and submissions with access to pitch events, investor presentations, website [Dealum; Bay Angels’ website], and/or other communication channels used for sharing information with Bay Angels Members and Partner organizations. Entrepreneur represents and warrants that it: (i) has the full right and authority to enter into this Agreement and is not now nor will in the future be subject to any obligation, legal disability or restriction which will or might prevent compliance with Entrepreneur’s obligations hereunder; and (ii) the submitted materials shall not violate, infringe or misappropriate any rights of any third parties and is Entrepreneur’s original work. Use of Confidential Information. Subject to Article 3 below, Bay Angels may use any and all information provided by Entrepreneur for internal purposes, including, distribution to members and established partners, for pitch qualifications review, for statistical analysis, and other internal purposes. Bay Angels may publicly distribute the following materials for promotional purposes: “Entrepreneur Summary of Pitch”. The “Summary of Pitch” will be a one or two sentence summary of proposed investment opportunity from Entrepreneur. Furthermore, Entrepreneur agrees to potentially being recorded during live or online pitch events. Bay Angels reserves the right to use such public excerpts for promotional purposes, unless Entrepreneur notifies Bay Angels in writing on the day of the event. Entrepreneur certifies that they are not affiliated with any member of Bay Angels, and if they are affiliated with any Bay Angels member, Entrepreneur must disclose the affiliation in writing prior to entering into this Agreement. 7. The Parties agree that nothing contained in this Agreement shall be deemed to create an association, partnership, joint venture, or relationship of principal and agent or master and servant between the Parties, or to grant either Party the right or authority to assume, create or incur any liability or obligation of any kind, express or implied, against, in the name of, or on behalf of, the other Party. Article 2 – No Responsibility Bay Angels does not assume any responsibility with regards to offering Entrepreneur access to investors. Bay Angels does not assume any responsibility/liability concerning the acceptance or refusal of an investor or in any conflict that may arise between the ENTREPRENEUR and the investor. Article 3- Confidentiality Except as otherwise provided above, the Parties agree that the protection of confidential or non-public information shared between them may be necessary and reasonable in order to protect the disclosing Party and its business. Notwithstanding the foregoing, each Party may disclose the confidential information of the other Party as required by law or court order. As used herein the term "Confidential Information" shall mean, any information learned by the Parties at any time (including without limitation, prior to the date of this Agreement) which the Parties knew, or would reasonably have been expected to know, was not intended for public dissemination, including but not limited to, information regarding the Parties business activities, financial affairs, and/or personal affairs of its Members. “Confidential Information” does not include “Entrepreneur Summary of Pitch”, and any video excerpts from live or online pitch events, as provided in Article 1, paragraph 5, which may be used as promotional materials to bring awareness to non-members, or any other information received that is not marked or labeled confidential. Accordingly, during the Term and at all times thereafter, the Parties agree to hold and maintain in the strictest confidence all such Confidential Information and not to disclose any such Confidential Information to anyone. The confidentiality obligations of the Parties pursuant to this paragraph are understood to apply to each Party’s affiliates, officers, managers, employees, contractors, and agents, as well as any entity owned or controlled by each Party, each of whom must comply with and be subject to the terms and conditions of these confidentiality obligations. Accordingly, during the Term and at all times thereafter, the Parties agree to hold and maintain in the strictest confidence all such Confidential Information and not to disclose any such Confidential Information to anyone without prior notice and consent of the Non-Disclosing Party. Article 4 - Non-Disparagement The Parties agree, on behalf of itself and its affiliates, employees, agents, counsel or representatives, denigrate, disparage, slander, criticize, defame or make any false or derogatory statements, orally or in writing, concerning the other, or the other’s affiliates, employees, agents, counsel, or representatives. Notwithstanding the foregoing, nothing contained herein shall preclude the Entrepreneur from making truthful public statements, including, without limitation, in a legal proceeding, to any governmental representative or as otherwise required by law, rule or regulation. Article 5 - Duration; Cancellation and Termination; Non-Assignment; No Third Party Rights The contract is effective by clicking “submit” on the Bay Angels website. Nothing in this Agreement limits Bay Angels' right to terminate its relationship with Entrepreneur at any time for any reason or no reason. With the exception of a change of control, Entrepreneur may not assign or transfer any of its rights or obligations hereunder without Bay Angels' consent or notice. No third-party is intended to benefit from, nor may any third-party seek to enforce, any of the terms of this Agreement. Article 6 - Complete Agreement; No Modification This Agreement constitutes the final agreement between the Parties. It is the complete and exclusive expression of the Parties’ agreement on the matters addressed herein. All prior and contemporaneous negotiations and agreements between the Parties on the matters addressed in this Agreement are expressly merged into and superseded by this Agreement. In entering into this Agreement, neither Party has relied upon any statement, representation, warranty, or agreement by or from the other Party except for those expressly contained in this Agreement. The terms of this Agreement may not be modified or amended other than by a writing executed by both Parties by their duly authorized representatives. Article 7 - Limitations on Damages NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, PROVIDED, HOWEVER, THAT SUCH LIMITATION SHALL NOT BE APPLICABLE WITH RESPECT TO THIRD PARTY CLAIMS MADE AGAINST A PARTY. Article 8- Governing Law; Mediation; Arbitration This Agreement is governed by the laws of the state of California, without regard to its principles of choice of law. A Party must bring and maintain any Dispute arising out of this Agreement exclusively in any state or federal court located in San Francisco, California. The Parties each hereby expressly and irrevocably submit to the personal jurisdiction of such courts for the purposes of any such action and waive any claim of inconvenient forum. If the Parties do not resolve the Dispute within a period of thirty (30) days, then, upon notice by either Party to the other, the Parties agree to mediate the Dispute in good faith according to the American Arbitration Association’s Commercial Mediation Procedures in California or another location mutually agreeable to the Parties. The Parties shall work in good faith with the mediator to attempt to complete the mediation within sixty (60) days of such notice. Any Party refusing to mediate prior to initiation of a legal action (including arbitration) upon such Dispute shall automatically and irrevocably waive any claim or right to seek or receive attorney’s fees in any such action. Article 9 - Savings Clause If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force if the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable. All provisions of this Agreement which by their nature should survive any expiration or termination of this Agreement shall survive. Notwithstanding the aforementioned, Articles 3, 4, 5, 6 and 8 survive the termination of the Agreement. IN WITNESS WHEREOF, the undersigned authorized representatives of the Parties have executed this Agreement as of the Effective Date.