TERMS & CONDITIONS OF SPONSORSHIP

1. AGREEMENT These terms and conditions of sponsorship (the “Terms and Conditions”) are entered into by Aldevron (Breakthrough Symposium host) and the sponsor

(“Sponsor”), whose name is set forth on the above Sponsorship Agreement Form (the “Sponsorship Form”). Together, the Sponsorship Form and these Terms and Conditions

(collectively, the “Sponsorship Agreement”) shall govern the obligations of the Sponsor (the “Sponsorship”) and Aldevron. Aldevron reserves the right to accept or refuse any

Sponsorship Agreement or proposed Sponsorship, in its sole discretion. Aldevron reserves the right to modify these Terms and Conditions, as may be deemed necessary by

Aldevron for the general success of the Breakthrough Symposium (the “Event”).

2. PAYMENT & CANCELLATION POLICY Full payment must be received with the Sponsorship Form to secure the Sponsorship. Without full payment, Aldevron cannot guarantee

and will not reserve the Sponsorship for Sponsor. Cancellations are subject to the terms in Section 12, Termination. Sponsorships are non-transferrable.

3. TERM The term of the Sponsorship Agreement shall commence on the date hereof and shall continue in full force and effect until the conclusion of the Event.
4. SPONSORSHIP APPROVAL All Sponsorship activities and promotions are subject to approval by Aldevron. Aldevron reserves the right to restrict, prohibit, or remove any

activity, material, or promotion by Sponsor which, in its opinion and at its sole discretion, becomes objectionable for any reason or may detract from the general character

and purpose of the Event. Such activities and promotions may include, but are not limited to, persons, objects, conduct, printed materials and anything which Aldevron

determines to be objectionable. In no event shall Aldevron be liable for any expenses incurred as a result of such restriction, prohibition or removal.

5. CHOICE OF COMPANY LOGO Upon Sponsorship Agreement, Sponsor may provide Aldevron with multiple versions of Sponsor logo. Aldevron will select the best version

of Sponsor logo for the most effective collateral production, signage or web usage.

6. COMPANY RECOGNITION A Sponsorship shall exist under one (1) corporate brand name only. Sponsorship cannot be shared between two (2) or more entities.
7. SPONSORSHIP MATERIALS AND PROMOTION Aldevron retains complete control over the design of all materials produced to fulfill the Sponsorship. All materials used to

advertise the Event (except the Sponsor logo) shall remain the property of Aldevron. If the materials or promotion contain a Breakthrough Symposium logo. The Sponsor logo

cannot be used in close proximity to the Event name or logo so as to give the impression the Sponsor is the sole sponsor. All electronic media promoting the Event shall be linked

to the Event website at www.breakthroughsymposium.com. The Breakthrough Symposium logo is to retain colors, aspect ratio, and design integrity as provided to the Sponsor

by Aldevron. Refer to the event brand guide for further detail.

8. COSTS & EXPENSES All costs, fees, and expenses not directly covered as benefits of Sponsorship are the full responsibility of the Sponsor. Program and speakers are subject to

change. Efforts will be made to notify Sponsors in the event of cancellations and/or schedule changes. Aldevron will not be responsible for any costs incurred, including but not

limited to airfare (or penalties) and hotel, as a result of a cancellation, instructor, or date and time change.

9. EXHIBITION The following applies to the Breakthrough Symposium GOLD sponsorship only.

Sponsors committing to GOLD Sponsorships (referred to herein as an “Exhibitor”) are expected, but not required to maintain an exhibit at the Event. A 6-foot table will be

provided to the Sponsor. Tabletop displays and banner graphics are permitted for use. The availability of electricity cannot be guaranteed. Wireless internet will be available.

10. INTELLECTUAL PROPERTY Subject to the provisions below relating to termination of the Agreement, Aldevron’s trademarks, service marks, brand names, logos and

artwork displayed on the signs and other materials hereunder, and all trademark rights or copyrights in such signs and other materials, shall be and remain the sole and

exclusive property of Aldevron – the host of the Breakthrough Symposium. Sponsor shall not have the right to use in any way or reproduce for any purpose the corporate

or trade names, trademarks, service marks, logos or other proprietary symbols of Aldevron or the Breakthrough Symposium without Aldevron’s prior written consent.

Aldevron’s use of Sponsor’s name and logo pursuant to the Sponsorship does not convey Aldevron’s approval, endorsement, certification, or referral of any product or

service provided by Sponsor.

11. INSURANCE REQUIREMENTS During the term of this Agreement, Sponsor shall maintain general liability insurance in the annual aggregate customary to the industry,

including personal injury liability, employer’s liability, automobile insurance, and workers compensation insurance to statutory limits.

12. TERMINATION
13. If the Event is cancelled due to events beyond Aldevron’s control (examples including but not limited to weather and airport or hotel closures), Aldevron will at its option,

reschedule the Event, or refund the Sponsorship fee amount to Sponsor within thirty (30) days of providing notification to Sponsor of termination of the Event.

1. Sponsor may terminate this Sponsorship Agreement by providing written notice of such cancellation to Aldevron no less than sixty (60) days prior to the Event; provided,

however, that Sponsor will receive fifty percent (50%) refund of the total Sponsorship fee and provided further, that upon Aldevron’s receipt of such notice of cancellation,

Aldevron reserves its right to remove all references to Sponsor from any and all Event materials. In the event that Sponsor fails to provide Aldevron with notice of its intent to

terminate the Sponsorship Agreement more than sixty (60) days prior to the Event, Aldevron will not refund the Sponsorship fee; provided, however, that Aldevron reserves the

right to remove all references to Sponsor from any and all Event materials.

1. Aldevron may terminate this Sponsorship Agreement at any time in the event of material breach of this Sponsor¬ship Agreement (including without limitation non-payment

of fees) by Sponsor. In the event that Aldevron terminates the Sponsorship Agreement following a material breach, Sponsor shall receive no refund of the Sponsorship fee.

1. Aldevron may terminate this Sponsorship Agreement without cause upon written notice provided to Sponsor no less than ten (10) days prior to the Event. However, when

termi¬nated by Aldevron without cause, Aldevron shall refund one hundred percent (100%) of the total Sponsorship fee that Sponsor has paid as of the date of notice within

thirty (30) days of providing such notice.

13. LIMITED WARRANTY

EXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN, THE SPONSORSHIP AND ANY SERVICES OFFERED ARE PROVIDED TO SPONSOR WITHOUT ANY OTHER

WARRANTY, EXPRESS OR IMPLIED. In no event shall either party be liable to the other party for any special, incidental or consequential damages, which may arise

from or in connection with this Agreement. Regardless of the form of the action, whether in contract or tort, Aldevron’s liability shall not exceed the maximum

amount paid by the Sponsor for services provided under this agreement.

14. INDEMNIFICATION

To the extent permitted by law, the Sponsor agrees to protect, indemnify, defend and hold harmless Aldevron and their respective employees and agents against

all claims, losses or damages to persons or property, governmental charges or fines, and costs arising out of or connected with the Event, except those claims

arising out of the sole negligence of Aldevron.

15. COMPLIANCE WITH LAWS

The Sponsor agrees to comply with all applicable federal, state and local laws and Event Site rules and policies governing the Event. This agreement shall be

governed by the laws of the State of North Dakota.