IMLBB Operations LLC— Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into as of the date last signed below ("Effective Date") by and between IML Operations LLC, an Illinois limited liability company ("IML" or the "Company"), and the individual identified in the signature block below ("Recipient"). IML and Recipient are sometimes referred to individually as a "Party" and collectively as the "Parties."

1.1 For purposes of this Agreement, "Information" means any and all confidential, proprietary, or sensitive information of IMLBB, whether disclosed orally, in writing, electronically, or by any other means, including but not limited to:

• Financial data and records;
• Ticket sales data and sales channels;
• Meeting minutes;
• Logistical details of individual events and social functions;
• Names, contact information, and personal details of volunteers and staff;
• Contestant information and contestant interview details:
• Sponsor information, including sponsor contacts and financial terms;
• Passwords, login credentials, and access codes to IMLBB social media accounts, business accounts, and financial accounts; and
• Any other information that IMLBB designates as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

1.2 For avoidance of doubt, any and all passwords and other credentials for IMLBB social media, business, or financial accounts are and shall remain the sole and exclusive property of IMLBB, regardless of who created or maintained such accounts.

Recipient acknowledges that IMLBB possesses confidential and proprietary Information that, if disclosed without authorization, could cause material harm to IMLBB, damage the organization's operations, reputation, and competitive position, and could also damage the personal reputations of individuals associated with IMLBB, including volunteers, staff, contestants, and sponsors. Recipient agrees that the protections set forth in this Agreement are reasonable and necessary to protect these legitimate interests.

3.1 Recipient shall hold all Information in strict confidence and shall not, directly or indirectly, disclose, publish, transmit, or communicate any Information to any person or entity outside of IMLBB without the prior written consent of IMLBB. Prohibited means of disclosure include, but are not limited to, email, social media platforms (including direct messages), telephone calls, text messages, and in-person conversation.

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IMLBB Operations LLC— Non-Disclosure Agreement

3.2 To the greatest extent reasonably practicable, Recipient shall not discuss or reference the Information in any manner — whether verbally, electronically, or otherwise — that could be overheard, intercepted, or accessed by any person who is not an authorized representative of IMLBB.

3.3 Recipient shall use the Information solely for the purpose of fulfilling Recipient's role and responsibilities with IMLBB and for no other purpose.

3.4 Recipient shall promptly notify IMLBB in writing upon becoming aware of any unauthorized disclosure or use of the Information.

4.1 The obligations of confidentiality set forth in this Agreement shall survive the termination or expiration of any relationship between Recipient and IMLBB and shall remain in full force and effect for a period of no less than twenty-five (25) years from the Effective Date with respect to all Information.

4.2 Notwithstanding the foregoing, the obligations of confidentiality with respect to proprietary Information shall continue indefinitely. "Proprietary Information" includes, without limitation: passwords and other access credentials; financial information; ticket sales data and channels; contestant information and contestant interview details; and any other Information that IMLBB designates as proprietary.

If Recipient is compelled to disclose any Information pursuant to a duly and validly issued subpoena, court order, or other binding legal process, Recipient shall:

• Provide prompt written notice to IMLBB before making any such disclosure, including a copy of the subpoena, order, or other legal process;
• Deliver such notice to Jeff Tucker at jeff.tucker@imrl.com. If Mr. Tucker is unavailable or does not respond within a reasonable time under the circumstances, notice shall also be sent to info@imrl.com; and
• Cooperate with IMLBB, at IMLBB's expense, in seeking a protective order or other appropriate remedy to limit or prevent such disclosure.

Recipient shall disclose only that portion of the Information that Recipient is legally required to disclose and shall use reasonable efforts to obtain assurances that confidential treatment will be afforded to any disclosed Information.

If Recipient believes in good faith that there is a valid business reason to disclose any Information to a third party, Recipient shall submit a written request to Jeff Tucker at jeff.tucker@imrl.com (or such other designee as IMLBB may designate in writing from time to time) describing: (a) the nature of the Information to be disclosed; (b) the identity of the proposed recipient; and (c) the business reason for the proposed disclosure. No such disclosure shall be made unless and until Recipient receives prior written approval from Mr. Tucker or his designee.

Any and all passwords, login credentials, access codes, and other authentication information for IMLBB's social media, business, or financial accounts — regardless of who created, maintained, or administered such accounts — are and shall at all times 

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IMLBB Operations LLC - Non-Disclosure Agreement

remain the sole and exclusive property of IMLBB. Upon termination of Recipient's relationship with IMLBB, or upon IMLBB's request at any time, Recipient shall immediately return to IMLBB all such credentials and shall not retain copies thereof in any form.

8.1 Recipient acknowledges that a breach or threatened breach of this Agreement may cause irreparable harm to IMLBB and to individuals associated with IMLBB for which monetary damages alone may be an inadequate remedy. Accordingly, IMLBB shall be entitled, without waiving any other rights or remedies and without the requirement of posting bond or other security, to seek injunctive relief, specific performance, or other equitable relief in any court of competent jurisdiction, in addition to all other remedies available at law or in equity.

8.2 If IMLBB has a reasonable belief that there is, or may be, a breach or threatened breach of this Agreement, IMLBB's remedies may include, without limitation, any one or more of the following:

• Disgorgement of all benefits and compensation received by Recipient in connection with Recipient's relationship with IMLBB, including without limitation food, lodging, hotel accommodations, travel reimbursements, and stipends;
• Immediate termination of Recipient's relationship, employment, volunteer status, or participation with IMLBB;
• Liquidated damages in an amount no less than Two Hundred Fifty Thousand Dollars ($250,000.00) per breach, which the Parties acknowledge is a reasonable estimate of the harm that may result from a breach and not a penalty;
• Reasonable attorneys' fees, court costs, and all other costs and expenses incurred by IMLBB in enforcing this Agreement; and
• Filing for injunctive relief and/or monetary damages in any court of competent jurisdiction.

8.3 The remedies set forth in this Section 8 are cumulative and not exclusive of any other remedies available to IMLBB at law or in equity. The exercise of one remedy shall not preclude the exercise of any other remedy.

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. Each Party hereby irrevocably consents to the exclusive personal jurisdiction and venue of the state and federal courts located in Chicago, Illinois with respect to any dispute arising out of or relating to this Agreement, and waives any objection to the laying of venue in such courts.

10.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, warranties, and agreements, whether oral or written, relating to such subject matter.

10.2 Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties.

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IMLBB Operations LLC—Non-Disclosure Agreement

No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Electronic or digital signatures shall be deemed originals and shall have the same legal effect as handwritten signatures.

Section headings are included for convenience only and shall not affect the construction or interpretation of this Agreement.

Nothing in this Agreement grants Recipient any right, title, license, or interest in or to any of the Information or any intellectual property of IMLBB.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns. Recipient may not assign this Agreement or any rights or obligations hereunder without the prior written consent of IMLBB.

All notices required or permitted under this Agreement shall be in writing. Notices to IMLBB shall be delivered by email to jeff.tucker@imrl.com (with a copy to info@imrl.com) or by such other means as IMLBB may designate from time to time. Notices to Recipient shall be delivered to the email address and/or phone number provided by Recipient in the signature block of this Agreement, or to such other address or number as Recipient may designate in writing to IMLBB. A notice sent by email shall be deemed received upon transmission, absent evidence of non-delivery.

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date last signed below.

By signing above, Recipient acknowledges that Recipient has read, understood, and agrees to be bound by all terms and conditions of this Agreement.

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IMLBB Operations LLC — Non-Disclosure Agreement

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