This Non-Disclosure Agreement (“Agreement”) is entered into on the date the acceptance box is clicked by the person indicating acceptance to this agreement by virtue of clicking the acceptance box and Zuffa, LLC and its affiliate entities (“Zuffa”) located at 6650 South Torrey Pines Drive, Las Vegas, NV 89118, the person accepting this agreement by clicking the acceptance box and Zuffa are collectively referred to as the “Parties” and either singularly as “Party”).  

WHEREAS, the Parties to this Agreement contemplate the possibility of entering into a transaction or commercial relationship (the “Opportunity”) and in connection therewith either Party may furnish Confidential Information, as defined below, to the other Party. Except as more specifically defined, the Party furnishing the Confidential Information shall be referred to in this Agreement as the “Disclosing Party” and the Party that receives the Confidential Information shall be referred to as the “Recipient”.

NOW, THEREFORE, in consideration of the disclosure by Disclosing Party to Recipient of Confidential Information, Recipient agrees as follows:

1. As used in this Agreement, “Confidential Information” shall mean all data, reports, financial statements, projections, documents and records containing or otherwise reflecting information concerning the companies, their affiliates, subsidiaries, officers, directors, members, shareholders and controlling persons, in any form or medium and whether communicated in writing, orally, or otherwise, which is provided to the Recipient by or on behalf of the Disclosing Party in connection with the business relationship after the date hereof, which contains or otherwise reflects or are derivatives of such information, but does not include information:
   1. that was already in the possession of Recipient or any of its agents, advisors, attorneys, controlled affiliates, employees, officers or directors (collectively, “Representatives”) on a non-confidential basis, or that was available to Recipient or any of its Representatives on a non-confidential basis, in each case prior to the time of disclosure to Recipient or such Representatives;
   2. obtained by Recipient or any of its Representatives from a third person which, insofar as is known to Recipient or such Representatives after due inquiry, is not subject to any legal, contractual or fiduciary prohibition or obligation against disclosure;
   3. which was or is independently developed by Recipient or any of its Representatives without violating its confidentiality obligations hereunder and without reliance on the Confidential Information; or
   4. which was or becomes generally available to the public other than as a result of a disclosure by Recipient or its Representatives in breach of this Agreement.
      
      
2. Recipient agrees:
   1. to keep the Confidential Information confidential and not to disclose in any manner whatsoever all or any part of the Confidential Information, without the prior consent of the Disclosing Party, except as otherwise expressly permitted herein;
   2. not to use the whole or any part of the Confidential Information for any purpose other than for Recipient to provide services to the Disclosing Party pursuant to any subsequent business relationship (if engaged);
   3. to disclose the Confidential Information only to its Representatives who have a need to know the Confidential Information in evaluating the potential business relationship and for purposes of providing services to the Disclosing Party pursuant to any subsequent business relationship, and who have been advised by Recipient of the existence of this Agreement and have agreed or are under an obligation not to disclose such information. Recipient shall be responsible for any use or disclosure of the Confidential Information by such Representatives in breach of this Agreement;
   4. to ensure that its Representatives act in accordance with the requirements of this Agreement (including, without limitation, the requirements of this paragraph);
   5. not to disclose to any third person either the fact that discussions or negotiations with the Disclosing Party are taking place, have taken place, or any of the terms, conditions or other facts with respect thereto, including the status thereof, without the prior consent of the Disclosing Party;
   6. not to duplicate the Confidential Informationexcept for purposes of, or as provided in, this Agreement. Upon the request of Disclosing Party, all Confidential Information received in written or tangible form shall be returned to Disclosing Party by Recipient, or, at Recipient’s option, destroyed by Recipient, within ten (10) days of such request. Recipient shall destroy any and all digitally or electronically stored Confidential Information documents or media within ten (10) days of such request. Recipient shall provide a written certificate to Disclosing Party regarding compliance with this provision within ten (10) days after completion thereof; and
   7. recipient shall not and will not induce or attempt to influence any employee of Disclosing Party to terminate his or her employment with Disclosing Party.
      
      
3. Recipient will:
   1. promptly notify the Disclosing Party of any request or requirement, including the terms and circumstances thereof, arising in connection with any judicial or other proceeding or regulatory inquiry, for Recipient or any of its Representatives to disclose all or any portion of the Confidential Information; 
   2. refrain, and cause such Representative to refrain, from disclosing such Confidential Information until the Disclosing Party has had a reasonable opportunity to seek an appropriate protective order or other injunctive relief, or has waived Recipient’s or such Representative’s compliance with this Agreement, in connection with such request or requirement;
   3. consult, and cause such Representative to consult, with the Disclosing Party on the advisability of taking legally available steps to resist or narrow such request or requirement; and
   4. assist the Disclosing Party, and cause such Representative to assist the Disclosing Party, to obtain an appropriate protective order or other injunctive relief with respect to such request or requirement, or to obtain other reliable assurances that such Confidential Information will continue to be treated confidentially, all of which shall be at the Disclosing Party’s sole expense.
      
      
4. Permitted Disclosure.
   1. If the Disclosing Party fails to obtain a protective order or other injunctive relief respect to the Confidential Information referred to therein; and 
   2. in the opinion of Recipient’s or such Representative’s legal counsel, Recipient or such Representative is required by applicable law or regulatory authority to disclose such Confidential Information, Recipient or such Representative may disclose only that portion of the Confidential Information which, in the opinion of Recipient’s or such Representative’s legal counsel, is required to be disclosed.
      
      
5. Termination. Recipient shall, promptly upon the written request by the Disclosing Party, return any Confidential Information provided by the Disclosing Party or its representatives to Recipient or its Representatives that exists in any tangible form, including all copies and notes thereof, except for Confidential Information which Recipient certifies in writing has been destroyed. The obligations set forth in this Agreement shall expire and cease to be enforceable three (3) years from the date set forth of this Agreement above. This Agreement may be terminated earlier than the term above by either Party at any time upon thirty (30) day written notice to the other Party, except that the provisions of this paragraph and each of the following paragraphs shall survive indefinitely and any claim for violation of this Agreement shall survive until the expiration of the applicable statute of limitations.
   
   
6. License. It is understood and agreed that neither this Agreement nor the disclosure of any Confidential Information to Recipient or any of its Representatives shall be construed as granting Recipient or any of its Representatives any license or rights in respect of any part of the Confidential Information.
   
   
7. Representations & Warranties. The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information.  Recipient agrees that the Disclosing Party and/or its representatives shall not have any liability to Recipient and/or its Representatives resulting from the use of or reliance upon the Confidential Information by Recipient and/or its Representatives.  
   
   
8. Attorney-Client Privilege. To the extent that any Confidential Information includes materials subject to the attorney-client privilege, the Disclosing Party is not waiving, and shall not be deemed to have waived or diminished, its attorney work-product protections, attorney-client privileges or similar protections and privileges as a result of disclosing any Confidential Information (including Confidential Information related to pending or threatened litigation) to Recipient or any of its Representatives.
   
   
9. Remedies. Recipient acknowledges that damages would be inadequate compensation for breach of this Agreement and, subject to the discretion of any court, the Disclosing Party shall be entitled to equitable relief and may restrain, by an injunction or similar remedy, any breach or threatened breach of this Agreement.  Recipient shall waive, and use its best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with such remedies.  Such remedies shall not be deemed to be the exclusive remedies for a breach by Recipient or its Representatives of this Agreement but shall be in addition to all other remedies available by law or equity to the Disclosing Party.
   
   
10. Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and to their respective successors and permitted assigns, provided that this Agreement may not be assigned (by operation of law or otherwise) by Recipient without the express written consent of the Disclosing Party.  
    
    
11. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada, without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. The Parties hereto hereby irrevocably and unconditionally consent to submit to the jurisdiction of the courts of the State of Nevada and of the United States of America located in the Eighth Judicial District Court for the State of Nevada, sitting in Las Vegas, Nevada for any actions, suits or proceedings arising out of or relating to this Agreement (and the Parties agree not to commence any action, suit or proceeding relating thereto except in such courts), and further agree that service of any process, summons, notice or document by U.S. registered mail to the address set forth above for such Party shall be effective service of process for any action, suit or proceeding brought against the Parties in any such court.  The Parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or any transaction contemplated hereby, in the courts of the State of Nevada or the United States of America located in the Eighth Judicial District Court for the State of Nevada, hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum and BOTH PARTIES IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY. In the event of any breach of or dispute arising out of this Agreement, the prevailing Party shall be entitled to its reasonable attorneys’ fees and expenses incurred.
    
    
12. Entire Agreement. If any provision of this Agreement is declared, in full or in part, invalid or otherwise determined to be unenforceable for any reason, such provision shall be deemed to be several from the remaining provisions, which shall otherwise remain in full force and effect, and there shall be substituted for the invalid provision a substitute provision which shall as nearly as possible achieve the intent of the invalid provision. This Agreement contains the entire understanding between the Parties and supersedes and merges all prior oral and written understandings, representations and discussions between them.  The Parties agree that unless and until a definitive agreement between them is fully executed, if at all, no contract or agreement shall be deemed to exist between them as to the provision of services, except that this Agreement shall continue to be in full force and effect. The Parties further acknowledge and agree that each Party has the right, in its sole discretion, to reject any and all proposals made by the other and to terminate discussions and negotiations at any time.  Nothing contained in this Agreement shall preclude or otherwise limit the Recipient from providing to any third-party financing, investment banking, financial advisory or other services; provided that the Recipient does not share, disclose or otherwise use any Confidential Information in connection with the provision of such other financing or services.
    
    
13. Amendments. This Agreement may be modified only by a written agreement signed by both Parties.  Any consent or waiver of compliance with any provision hereof shall be effective only if in writing.  It is understood and agreed that no failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
    
    
14. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Any signature on this Agreement delivered by a Party by facsimile transmission or by electronic means shall be deemed to be an original signature.
    
    
15. Survival of Confidentiality/Nondisclosure Obligations. Either Party may terminate this Confidentiality Agreement by written notice to the other Party. Notwithstanding any such termination, all rights and obligations under this Confidentiality Agreement shall survive with respect to Confidential Information disclosed prior to such termination.
    
    
16. Representation on Authority of Parties/Signatories. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such Party’s obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms.
    
    
17. Miscellaneous. This Agreement will bind and inure to the benefit of any parent company, subsidiaries, affiliates, heirs, successors, assigns, and personal representatives of the Parties. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.