For the purpose of this Agreement, “Business Proposal” means, as applicable, any and all information, data, methods, ideas, presentations, and strategies, whether copyrighted, trademarked, or not, relating to the business idea proposed, including but not limited to the business plans, application form, the products and/or services the business provides, the prototype and the models.
I understand that I am being considered as a

I understand that I am being considered as a participant for ‘GET YOUR BIG IDEA FUNDED’ VENTURE FORUM to be produced by 901352 Ontario Limited dba First Fridays, an Ontario Corporation (the “Producer”), which is taking place on Friday, May 7th, 2021 on the Zoom Video Communications, Inc. platform. By signing this (the "Agreement"), I represent that I have read, understood and voluntarily agree to abide by its terms and conditions. “Producer” requires me to enter into this Agreement in order to be a candidate in the Event and I deem it to be in my best interest to enter into this Agreement. I acknowledge that by signing this Agreement, I will be giving up certain legal rights I may have against Producer, sponsors of the Program and others.

In participation as a candidate in the Event, I hereby represent and warrant that the following statements are true and correct and that I irrevocably agree to the terms and conditions contained herein:

1. I have answered the questions in the foregoing Candidate Application and the Business Proposal relating to me and the Business Proposal truthfully, accurately and completely and will immediately inform Producer if any information I have provided changes, is discovered by me to be false, inaccurate or incomplete or becomes false or incomplete. If any of the information I have provided is found and/or determined by Producer in its sole discretion to be false, incomplete, inaccurate or otherwise misleading, Producer reserves the right to immediately dismiss and disqualify me as a participant and/or from the Event.

2. I understand that the principal purpose of the Event is to produce an Event in which the participants try to convince one or more third party funding sources to provide a specific amount of money in the Business Proposal on terms and conditions to be negotiated with such provisions. I acknowledge and confirm that Producer do not guarantee that any transaction will be concluded with the Funding sources, that the Funding sources are free to negotiate the terms and conditions of their investment or loan in the Business Proposal, if any, at their discretion, and that Producer will in no event be held liable for the acts or omissions of the Funding sources.

3. I understand that any agreement with the Funding sources is not guaranteed by the Producer, and may then be subject to further negotiations between the participants and the Funding sources. I understand that the Producer does not represent the Funding sources and that none of the Funding sources represents the Producer or is authorized to incur any obligation on behalf of the Producer.

4. I agree to follow all of Producer’ rules, directions and instructions in all matters relating to the Event, which rules are subject to change at Producer’ sole discretion. I will accept any and all decisions of Producer and/or Funding sources (including but not limited to interpretation of rules and all decisions relating to the Event) as final and acknowledge that the interests of the Event shall override those of any participant.

5. I represent and warrant, that to the best of my knowledge, I am the author of and rights holder in the Business Proposal.

6. I confirm and agree that my submission of the Business Proposal to Producer is the result of my own initiative and is not in confidence, and that no confidential or fiduciary relationship exists or is to be implied between Producer and me, whether by reason of this Agreement, my submission of the Business Proposal to Producer or otherwise.

7. With respect to the Business Proposal, I represent and warrant the following:
(a) I have the exclusive and unconditional right and authority to enter into this Agreement and to submit the Business Proposal to Producer in connection with the Event;
(b) that the rights to the Business Proposal are free and clear of any liens, claims or encumbrances;
(c) that there has not been and currently is no claim, action, suit or proceeding relating to the Business Proposal or the intellectual property rights in the Business Proposal;
(d) that I have no reason to believe that any intellectual property rights I have in the Business Proposal are invalid or unenforceable for any reason;
(e) that I hereby bind myself and all others claiming under or through me to adhere fully to the terms and conditions of this Agreement.

8. I acknowledge and agree that, except as expressly stated in this Agreement, there is no agreement between Producer and myself, or any of the Funding sources and myself, express or implied, relating to the Business Proposal, my submission of the Business Proposal to Producer and/or Producer' acceptance of the submission or the Business Proposal, and no promises or representations have been made to me to induce me to enter into this Agreement and/or to submit the Business Proposal.

9. I request that the Producer examine and consider my Business Proposal in connection with my participation to the Event, and agree that the Producer’ acceptance of my application for examination and consideration will not in any way guarantee the utilization of my Business Proposal for the Event, and that if it is used for the Event, it will not guarantee a participation in the Event, or a deal with the Funding sources, and will not obligate Producer to compensate me in any way, and that I have no expectation of receiving any compensation.

10. I acknowledge and agree that it is my own responsibility to ensure that all of my rights in the Business Proposal and otherwise have been properly secured and will not be prejudiced through my participation in the Event, and that any disclosures made by me relating to myself or the Business Proposal will comply with all applicable legislation, including any securities law.

11. I acknowledge and agree that, by showing up to the Event, the Business Proposal, including the design, use and operation thereof, may be publicly shown and described to the audience. Even though such disclosure may adversely affect my interests in the Business Proposal, including, without limitation, the ability to prevent against theft of the Business Proposal, and the protection of the Business Proposal through the acquisition of Canadian and foreign intellectual properly rights, such as patents, trademarks and/or copyrights.

12. I represent, warrant and agree that in no event shall I assert against Producer, the Funding sources, licensees, assigns, officers, agents or employees (the “Released Parties”) any claim or action based on plagiarism, idea theft, infringement of intellectual property, confidential relationship, implied contract, unfair competition or any other theory arising out of Producer' or the Funding sources’ examination of the Business Proposal or any alleged use or exploitation by Producer of the Business Proposal or any elements of the Business Proposal. I agree to impose the provisions of this paragraph on any third party to whom I may assign the Business Proposal.

13. I acknowledge that Producer, the Funding sources, and each of their respective parents, subsidiaries or affiliated entities and their respective employees, agents, representatives, officers, directors, are not providing legal, business, product design, accounting, marketing or any other professional services or advice to me, and that I am solely responsible for seeking my own legal counsel and other advisors to ensure that my rights and obligations are protected and discharged.

14. I acknowledge, agree and understand that, separate and apart from the Event, the Producer, the Funding sources and other participants are currently in the process of designing new products, developing new business plans and methods for conducting business, etcetera, and I agree that I will not at any time seek legal remedies against any of the above mentioned entities for their development, acquisition, manufacture or distribution of any product/service/method similar or identical to that of the Business Proposal. I agree to impose the provisions of this paragraph on any third party to whom I may assign the Business Proposal.

15. I hereby irrevocably agree that I will not sue or claim against any of the other participants in the Event or the Released Parties for any damage, loss or harm to me or my property howsoever caused, resulting or arising out of or in connection with any defect in and/or failure of equipment, warnings or instructions, or my preparation for, participation and appearance in or elimination from the Event or activities associated with the Event. I acknowledge that there is a possibility that after my execution of this Agreement, I will discover facts or incur or suffer claims which were unknown or unsuspected at the time this Agreement was executed and which, if known by me at that time, may have materially affected my decision to execute this Agreement. I acknowledge and agree that by reason of this Agreement, and the release contained in the preceding paragraph, I am assuming any risk of such unknown facts and such unknown and unsuspected claims.

16. I agree to indemnify the Released Parties and to hold the Released Parties harmless from any and all liability, claim, action, damage, expense, and loss of any kind caused by or arising out of any statement, action or failure to act by me during or in connection with my participation on the Event and the application process therefore.

17. No breach of this Agreement shall entitle me to terminate or rescind the rights granted to Producer herein. I hereby waive the right, in the Event of any such breach by Producer, to equitable relief or to enjoin, restrain or interfere with the exercise of any of the granted rights, it being my understanding that my sole remedy shall be the right to recover monetary damages with respect to any such breach.

18. Any and all information disclosed to or obtained by me concerning or relating to the Event, the participants, the Business Proposals, the Events contained in the Event, the outcome of the Event or any part thereof, Producer, the Funding sources and the terms and conditions of this Agreement shall be strictly CONFIDENTIAL for a period of four (4) years following the execution hereof. I agree that I will NOT disclose to any third party any information which I have had or will have access to concerning the Event, the other participants, friends or families, Producer, the Funding sources, or the Producer' Event or other services, or the terms and conditions of this Agreement, except as required to fulfill my obligations hereunder, as expressly authorized by Producer in writing, or as required by law. I also agree that I will not disclose any such information to any participant, individual or entity including, without limitation, any members of the press. I further agree not to make disparaging remarks about the Event or any elements thereof, including but not limited to any third party Business Proposal. I acknowledge that any disclosure of such information will constitute a material breach of this Agreement and will cause Producer substantial and irreparable injury and will cause substantial damages, entitling Producer to, among other things: injunctive or other equitable relief, without posting any bond, to prevent and/or cure any breach or threatened breach of this paragraph by me.
19. I agree to pay the Producer a 2% commission on any funding deal performed over the next 36 months, between me and a funding source that I presented to at the ‘Get Your Big Idea Funded’ Venture Forum on May 7tht, 2021 at the Virtual First Fridays event on the Zoom Video Communications, Inc. platform. The Producer will be paid the 2% commission by me or my company within one month of me and/or my company receiving the funding from a funding source.
20. I agree that this Agreement shall be governed by the laws of Ontario for contracts entered into and wholly performed therein and the venue for any disputes shall be the provincial and federal courts located in District of Toronto, Ontario.

21. I have been given the opportunity to read, and I have carefully read, this entire Agreement. In addition, I have been given the opportunity to, and am hereby advised to, have this Agreement reviewed by legal counsel of my choice. I certify that I have made an investigation of the facts relevant to this Agreement and of all the matters pertaining thereto as I have deemed necessary, that I fully understand the contents of this Agreement, that I am of sound mind, and that I intend and agree to be legally bound by this Agreement. Each statement which I have made in this Agreement is true. The name given below is my legal name. After Producer and I have signed this Agreement where indicated below, the foregoing shall constitute a binding and enforceable agreement between us.

I AGREE TO THE CONDITIONS SET OUT ABOVE AND THAT ALL THE INFORMATION GIVEN IN THIS FORM MAY BE USED IN THE EVENT AT THE PRODUCER'S SOLE DISCRETION.