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You Be The VC Launches

Bang Ventures: the American Idol of tech

Reality Programming Meets Venture Capital World

Reality Programming comes to VC

You Be the VC Adds New Judges

 
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  • Confidentiality Agreement

You will submit certain non-public information concerning your proposed idea for a new business (the “Business Idea”) to You Be the VC (the “Sponsor”) for the Sponsor and a panel of professionals (the “Sponsor Panel”) to review and evaluate in connection with the You Be the VC contest (the Contest”). The Sponsor and the Sponsor Panel, together with their respective affiliates (including, in the case of the Sponsor, its affiliated venture fund and family office), directors, officers, employees, advisors, agents and "controlling persons" within the meaning of the Securities Exchange Act of 1934, as amended (collectively, the “Sponsor Representatives”) agree to treat such non-public information about the Business Idea (the “Evaluation Material”) as follows:

  1. The Evaluation Material will be used solely for the purpose of evaluating it in connection with the Contest and such Evaluation Material will be kept strictly confidential by the Sponsor Representatives. You acknowledge and agree that the Sponsor Representatives routinely receive and evaluate business plans, investment proposals and other materials relating to new and emerging businesses, represent, invest in and are otherwise associated with other emerging companies and are also involved in developing their own ideas into new businesses. Some of these plans, proposals, associations and ideas may involve businesses in the same industry or business segment as your Business Idea. Nothing in this Agreement or in the Contest will prevent the Sponsor Representatives from pursuing these activities, so long as the ideas, inventions and other intellectual property associated with these activities were developed independently from the Evaluation Material.
  2. The term "Evaluation Material" does not include any information which (i) is or becomes generally known by the public (other than as a result of its disclosure by the Sponsor Representatives in breach of this policy), (ii) was or becomes available to the Sponsor Representatives on a non-confidential basis from a person not otherwise known to be prohibited from disclosing or transmitting the information to the Sponsor Representative, or (iii) was independently developed by one of the Sponsor Representative.
  3. In the event that the Sponsor Representatives receive a request to disclose all or any part of the Evaluation Material under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, the applicable Sponsor Representative agrees to (i) immediately notify you of the existence, terms and circumstances surrounding such a request, and (ii) cooperate with you, at your expense, in its efforts to resist or narrow such request.
  4. Except for the confidentiality obligations herein, neither you nor the Sponsor Representatives will be under any legal obligation of any kind whatsoever with respect to the Business idea by virtue of (i) these confidentiality obligations, (ii) the Sponsor Representatives’ receipt of the Evaluation Material or (iii) any written or oral expression with respect to the Business Idea or any of the Sponsor Representatives.
  5. At any time you request, the Sponsor will either deliver to you or destroy all of the Evaluation Material, including all copies, reproductions, summaries, analyses or extracts thereof or based thereon in its possession. If the Sponsor determines not to choose your Business Idea as a Contest winner, it will so advise you upon your inquiry.
  6. Without prejudice to any rights and remedies otherwise available to you, you shall be entitled to equitable relief by way of injunction if the Sponsor or any of the Sponsor Representatives breach any of these confidentiality provisions.
  7. These confidentiality provisions shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Massachusetts applicable to agreements made and to be fully performed therein (excluding the conflicts of laws rules).
  8. If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect and (ii) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable that comes closest to expressing the intention of such invalid or unenforceable term or provision.
  9. These confidentiality provisions embody the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements and understandings relating to the matters provided for herein. No alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless the same is set forth in writing signed by a duly authorized representative of each party.
  10. You acknowledge that the Sponsor Representatives may now or in the future evaluate, invest in or do business with competitors or potential competitor of the Business Idea. Neither these confidentiality provisions nor the receipt of the Evaluation Material shall in any way restrict or preclude such activities absent a specific breach of these confidentiality provisions. No provision herein shall be applicable to the director or indirect portfolio companies of the Sponsor or any funds managed or advised by the Sponsor Affiliates to the extent such portfolio company has not received any of the Evaluation Material.