Confidential Meeting Terms

You may only register for and attend the Event by these Terms. Your registration for a Confidential Meeting event is an acknowledgment and acceptance of the below terms.

1.0 Participation

To participate in the Event, you must:

• Have the requisite power and authority to enter into these Terms,
• Have read and understood these Terms,
• Comply with our Event Code of Conduct at all times and
• Be at least 18 years old or otherwise over the legal drinking age in your jurisdiction of the Event if alcohol is being served at the Event. Special requests may be made for students or minors.  Such requests must be made in writing to support@allyenergy.com

2.0: Safety and Security

You understand that you and your property may be subject to a reasonable search upon entry to the Event. You may be denied entry to the Event if you refuse to participate in our security measures. Event representatives reserve the right to ask you to leave the Event if:

• Your behavior causes concern for the safety or security of us, Event attendees, partners, sponsors, speakers, moderators, vendors, organizers, or volunteers,
• You engage in behavior that violates these Terms or the Event Code of Conduct or
• You exhibit harassing or other prohibited behavior and do not comply immediately.

If we or an event representative denies you entry or requires you to leave the Event, you will not receive a refund if you paid any fees.

3.0: Mutual Confidentiality

The term "Confidential Information" means any information or material proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Owner concerning the business, technology, and information of the Owner and any third party with which the Owner deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. For clarity, the identity and contact person of a potential client whom the Owner initially introduced to the Recipient shall be deemed the Owner's Confidential Information.

• matters of public knowledge that do not result from disclosure by the Recipient in violation of this Agreement;
• information rightfully received by the Recipient from a third party without a duty of confidentiality;
• information independently developed by the Recipient without reference to or use of the Owner's Confidential Information;
• information disclosed by operation of law and not further subject to confidentiality restrictions;
• information disclosed by the Recipient with the prior written consent of the Owner, and any other information that both parties agree in writing is not

PROTECTION OF CONFIDENTIAL The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort, and expense and that the Confidential Information is a valuable, special, and unique asset of the Owner, which provides the Owner with a significant competitive advantage and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:

No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the Owner's prior written consent.

No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the Owner's written consent.

Unauthorized: The Recipient shall promptly advise the Owner if the Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information.

Application to The Recipient shall not disclose any Confidential Information to any employees or contractors of the Recipient, except those employees or contractors who are required to have the Confidential Information to perform their job duties in connection with the Business Purpose. Each permitted employee or contractor to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the Owner's request or be subject to confidentiality and non-disclosure restrictions at least as restrictive as this Agreement.

UNAUTHORIZED DISCLOSURE OF INFORMATION - If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to seek an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

NON-CIRCUMVENTION. During the term of this Agreement and for a period of two (2) years thereafter, the Recipient will not, whether directly or indirectly, attempt to do business with, or otherwise solicit, any business contacts found or otherwise referred by the Owner to Recipient to circumvent the Owner, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Owner. If such circumvention occurs, the Owner shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.

RETURN OF CONFIDENTIAL INFORMATION. Upon the Owner's written request, the Recipient shall return to the Owner all written materials containing the Confidential Information. The Recipient shall also deliver to the Owner written statements signed by the Recipient certifying that all materials have been returned within five (5) days of receipt of the request.

RELATIONSHIP: Neither party has an obligation under this Agreement to purchase any service or item from the other party or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.

The Recipient acknowledges and agrees that the Confidential

Information is provided on an "AS IS" basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION.

The Owner does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.

LIMITED LICENSE: The Recipient shall not acquire any intellectual property rights in the Confidential Information under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights are (and at all times will be) the property of the Owner, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.

Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third-party claims, demands, liabilities, costs, and expenses, including reasonable attorney's fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement.

ATTORNEY'S: In any legal action concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs.

The obligations of this Agreement shall survive from the Effective Date or until the Owner sends the Recipient written notice releasing the Recipient from this Agreement. After that, the Recipient must continue to protect the Confidential Information received during the term of this Agreement from unauthorized use or disclosure for twelve (12) months.

GENERAL:

This Agreement sets forth the parties' entire understanding regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Texas. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this

• Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times by the term of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as best to effectuate the original intent and purpose of this Agreement.

WHISTLEBLOWER This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.

This Agreement is in full effect during a Confidential Meeting or Chatham House Rules event hosted by ALLY Energy. The term of the agreement is set as the date by which a participant / recipient registers for a Confidential Meeting or event.

How To Contact Us

If you want to send us notices or service of process, please contact us ONLINE at: support@allyenergy.com or through our website at https://allyenergy.com.  You may contact us via mail at Ally Energy Inc, 2101 Citywest Drive Houson, Texas USA 77042.  You may contact us via phone at +1 281 741-5482.