Elevate Your Brand at the Next Gen Partnering Summit 2024

This Agreement is made between AchieveUnite Inc. INC (“AchieveUnite Inc.”), and the sponsor identified on the cover page to this Agreement (“Sponsor”) and shall be effective on the date this Agreement is signed by Sponsor and countersigned by AchieveUnite Inc. (the “Effective Date”). This Agreement sets forth the terms and conditions under which Sponsor will participate as a sponsor of the Conference (as defined below). In consideration of the mutual promises contained herein, AchieveUnite Inc. and Sponsor agree as follows:

1. Conference Sponsorship, Location and Date. Sponsor agrees to participate as a sponsor at Next Gen Summit (the “Conference”), which will be held on Wednesday October 23,2024 as one day conference. For the purposes of this Agreement, October 23.2024, shall be the Conference start date (the “Conference Start Date”). AchieveUnite Inc. reserves the right, in its sole discretion, to change the site, hours, or dates of the Conference, including to host the Conference as a virtual conference. AchieveUnite Inc. will attempt to notify Sponsor of any such changes as far in advance as possible. In connection with the Conference, AchieveUnite Inc. agrees to provide Sponsor with the sponsorship benefits that Sponsor has selected on Exhibit A and Sponsor agrees to pay the Sponsorship Fees as indicated on Exhibit A.

2. Conference Rights. Sponsor acknowledges that (i) all profiles, speaker nominations, presenter nominations, guest passes, gifts/giveaways, and other matters pertaining to the Conference shall be within the sole judgment, discretion and control of AchieveUnite Inc.; (ii) Sponsor shall have no right in or to the Conference or any revenue derived by AchieveUnite Inc. or its agents therefrom; (iii) Sponsor shall have no right in or to, and no interest in, any logo, trade name, trademark, service mark, copyright or other intellectual property relating to AchieveUnite Inc. or arising from the Conference. All sponsorship opportunities are predicated upon AchieveUnite Inc.’s receipt of required copy, logos, signage etc. (“Materials”) on or before the deadline dates specified by AchieveUnite Inc. Sponsor shall not display or present any Materials that are not approved by AchieveUnite Inc. AchieveUnite Inc. in its sole discretion may edit or reject any Materials proposed by Sponsor for presentation at any time after receipt. Sponsor will ensure that all Materials are accurate, correct, and complete and do not contain any information which may cause offense to any person, or which is defamatory to any person. Sponsor will ensure that the content of all Materials complies with all applicable laws. Sponsor warrants that the Materials do not infringe the intellectual property rights of any third party and that it is the owner or duly authorized licensee of the Materials. Sponsor hereby grants to AchieveUnite Inc. a non-exclusive, royalty free license to use the Materials in connection with the Conference. While AchieveUnite Inc. will take all reasonable care in relation to the production of material and information incorporating the Material, AchieveUnite Inc. will not in any event be responsible to Sponsor for any omissions, misquotations or other errors which may occur. AchieveUnite Inc. reserves the right to refuse to use any Material in relation to the Conference and may remove or delete such Material without liability to AchieveUnite Inc.

3. Attendee Data Use and Protection of Attendee Data. Sponsor acknowledges and agrees that it will handle or process Attendee Data in accordance with this Agreement and all applicable laws. For clarity, Sponsor may use Attendee Data for the purpose of marketing Sponsor’s own products, services, and events. Except as may be permitted in writing by attendee, Sponsor will not sell, disclose, or share any Attendee Data (or any part or derivative thereof) with anyone else. “Attendee Data” means any data of Conference attendees that is provided by AchieveUnite Inc. to Sponsor or Processed (as defined herein) by Sponsor on behalf of AchieveUnite Inc., including any Personal Data. “Personal Data” includes but is not limited to: (a) first and last name; (b) home or other physical address; (c) telephone number; (d) email address or online identifier associated with an individual; (e) company name and title as associated with the attendee; (f) information about an individual’s computer or mobile device or technology usage, including (for example) IP address, MAC address, unique device identifiers, unique identifiers set in cookies and any information passively captured about a person’s online activities, browsing, application or hotspot usage or device location; (g) social security number, passport number, driver’s license number, or similar identifier; (h) credit or debit card number; (i) employment, financial or health information; (j) “personal data” as defined by European law; and (k) any other information relating to an identified or identifiable individual that is combined with any of the foregoing. For the purposes of this Agreement, information about an individual in the business context is considered Personal Data. For example, business contact information is considered Personal Data. “Process” or “Processing” means to collect, access, use, store, destroy, reproduce, disclose or otherwise handle or process data or information.

(a)  Sponsor agrees that it will operate as an independent Data Controller (as defined below) for the Attendee Data as necessary for the limited and specified purposes identified in this Agreement. “Data Controller” means the natural or legal person, public authority, agency or other body which alone determines the purposes and means of the Processing of Personal Data (in each case, as defined below).

4. Limitation of Liability. NEITHER ACHIEVEUNITE INC. NOR THE VENUE SHALL BE HELD LIABLE FOR ANY DAMAGE, INJURY OR LOSS TO SPONSOR’S PROPERTIES OR REPRESENTATIVES PARTICIPATING IN THE CONFERENCE WHERE SUCH DAMAGE, INJURY OR LOSS DOES NOT ARISE SOLELY FROM THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF ACHIEVEUNITE INC.. IN NO EVENT AND UNDER NO LEGAL THEORY SHALL ACHIEVEUNITE INC. OR ITS SUPPLIERS BE LIABLE TO SPONSOR FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL ACHIEVEUNITE INC.’S TOTAL LIABILITY IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT EXCEED THE SPONSORSHIP FEES PAID BY SPONSOR.

5. Indemnification. Sponsor agrees to indemnify and hold harmless AchieveUnite Inc., as well as its officers, directors, employees, agents and consultants from any and all claims, losses, damages, liabilities, judgments, or settlements, including attorney’s fees, costs and other expenses in connection with the Conference that are related to Sponsor’s (i) negligent acts or omissions or (ii) breach of this Agreement.

6. 6. Independent Contractors. The parties hereto are independent contractors. Nothing herein shall be deemed to constitute either party as the representative, agent, partner, or joint venture of the other.

7. Termination; Cancellation.

(a)  AchieveUnite Inc. reserves the right to cancel the Conference or to terminate this Agreement for any reason at any time upon written notice to Sponsor. Upon cancellation of the Conference or termination of the Agreement by AchieveUnite Inc., AchieveUnite Inc.’s sole liability to Sponsor, and Sponsor’s exclusive remedy, shall be a refund of any Sponsorship Fees actually paid by Sponsor under this Agreement.

(b)  Sponsor may cancel this Agreement at any time upon written notice to AchieveUnite Inc., subject to the following cancellation charges: (i) If cancellation notice is received by AchieveUnite Inc. in writing on or before the date which is the 60th day prior to the Conference Start Date, AchieveUnite Inc. is entitled to retain if already paid (or Sponsor is required to pay if no payment has been made) as a cancellation charge an amount equal to twenty-five percent (25%) of the Sponsorship Fees; (ii) if cancellation notice is received by AchieveUnite Inc. in writing after the date which is the 60th day prior to the Conference Start Date but on or before the 30th day prior to the Conference Start Date, then AchieveUnite Inc. is entitled to retain if already paid (or Sponsor is required to pay if no payment has been made) as a cancellation charge an amount equal to fifty percent (50%) of the Sponsorship Fees; and (iii) if such notice is received by AchieveUnite Inc. less than thirty (30) days prior to the Conference Start Date, AchieveUnite Inc. is entitled to retain (if already paid) or Sponsor is required to pay (if full payment has not been made) a cancellation charge equal to the entire Sponsorship Fee (or the balance of the Sponsorship Fees if a partial payment was already paid). Cancellations by Sponsor must be received in writing and sent to AchieveUnite Inc., Attn: Kira Jaramillo at events@achieveunite.com.

8. Completed Agreement. All completed Agreements should be sent to events@achieveunite.com for processing. An authorized representative for AchieveUnite Inc. will return a countersigned copy to the Sponsor upon AchieveUnite Inc.’s acceptance of the Agreement. AchieveUnite Inc. reserves the right, in its sole discretion, to decline to accept any Application.

9. Force Majeure. Neither AchieveUnite Inc. nor the Venue shall have any liability for any failure to perform its obligations hereunder where such failure to perform was due to any riot, strike, civil disorder, act of war, act of God or any other cause of any kind whatsoever not within AchieveUnite Inc.’s reasonable control.

10. Miscellaneous. Sponsor shall comply with all laws, ordinances, Rules and Regulations in the Exhibitor Resource Center through the duration of the Conference. AchieveUnite Inc. reserves the right to refuse any person entry to the Conference or to remove any person from the Conference at any time. By signing this Agreement, Sponsor authorizes AchieveUnite Inc. to provide contact information including Sponsor’s address, phone number, e-mail address and contact name to any service vendor contracted to conduct work at the Conference. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations concerning the subject matter hereof. This Agreement shall be governed by the laws of the State of Virginia and the United States without regard to conflicts of laws provisions thereof. Unless waived by AchieveUnite Inc. in its sole discretion, the jurisdiction and venue for any action arising out of or relating to the subject matter of this Agreement shall be the United States federal courts and both parties hereby submit to the personal jurisdiction of such courts. Sponsor may not assign or transfer this Agreement. If any provision of this Agreement is ruled invalid, such invalidity shall not affect the validity of the remaining portions of this Agreement. This Agreement can only be modified in a written document signed by AchieveUnite Inc. and Sponsor. No failure by either party in exercising any right, power or remedy shall operate as a waiver of the same. Sections 3 through 11 hereof and any accrued rights to payment and remedies for breach of this Agreement shall survive, in accordance with their terms, the completion of the Conference or the expiration or termination of this Agreement.