NON-DISCLOSURE AGREEMENT

Non-Disclosure Agreement (the Agreement)

is made and entered into, as of
_______________________ (Effective Date),
by and between Yik Yak, Inc. (Company or
Discloser), having a principal place of
business at 3525 Piedmont Rd. Building 6, Suite
500 Atlanta, GA 30305 and
__________________________(Other Party
or Recipient) having a principal place of
business in _____________________________.
1.
Definition
of
Confidential
Information. Confidential Information means
(a) any technical and non-technical information
related to Companys business and current,
future and proposed products and services,
including for example and without limitation,
Companys information concerning research,
development, design details and specifications,
financial
information,
procurement
requirements, engineering and manufacturing
information, customer lists, business forecasts,
sales information and marketing plans and (b)
any information Company has received from
others that may be made known to the Other
Party and which Company is obligated to treat
as confidential or proprietary, except that
information disclosed by the Discloser will be
considered
Confidential
Information
of
Discloser by the Recipient, only if the
information (a) is provided as information fixed
in tangible form or in writing (e.g., paper, disk
or electronic mail), is conspicuously designated
as Confidential (or with some other similar
legend) or (b) if provided orally, is identified as
confidential at the time of disclosure and
confirmed in writing within thirty (30) days of
disclosure or (c) should reasonably be
understood to be confidential.

expressly permitted in this Agreement.

Recipient shall treat all of Disclosers
Confidential Information with the same degree
of care as Recipient accords to Recipients own
Confidential Information, but not less than
reasonable care. Recipient shall immediately
give notice to Discloser of any unauthorized use
or disclosure of Disclosers Confidential
Information. Recipient shall assist Discloser in
remedying the unauthorized use or disclosure of
Disclosers Confidential Information.
3.
Exclusions from Nondisclosure
and Nonuse Obligations.
Recipients
obligations under Section 2 (Nondisclosure and
Nonuse Obligations) shall not apply to any of
Disclosers Confidential Information that
Recipient can document: (a) was in the public
domain at or subsequent to the time the
Confidential Information was communicated to
Recipient by Discloser through no fault of
Recipient; or (b) was rightfully in Recipients
possession free of any obligation of confidence
at or subsequent to the time the Confidential
Information was communicated to Recipient by
the Discloser. A disclosure by Recipient of any
of Disclosers Confidential Information (a) in
response to a valid order by a court or other
governmental body; or (b) as otherwise required
by law shall not be considered to be a breach of
this Agreement by the Recipient; provided,
however, that Recipient provides prompt prior
written notice thereof to the Discloser to enable
Discloser to seek a protective order or otherwise
prevent the disclosure.
4.
Ownership and Return of
Confidential Information and Other Materials.
All of Disclosers Confidential Information, and
any Derivatives (defined below) thereof,
whether created by the Discloser or Recipient,
are the property of Discloser and no license or
other rights to the Disclosers Confidential
Information or Derivatives is granted or implied
hereby.
For purposes of this Agreement,
Derivatives shall mean: (a) for copyrightable
or copyrighted material, any translation,
abridgment, revision or other form in which an

2.
Nondisclosure and Nonuse
Obligations.
Recipient will not use any
Confidential Information except to the extent
necessary for the purpose described below the
signatures to this Agreement (the Purpose)
and Recipient will not disseminate or in any way
disclose any Confidential Information to any
person, firm, business or governmental agency
or department, except as such disclosure is

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existing work may be recast, transformed or

adapted; (b) for patentable or patented material,
any improvement thereon; and (c) for material
that is protected by trade secret, any new
material derived from the existing trade secret
material, including new material which may be
protected under copyright, patent and/or trade
secret laws. Recipient hereby does and agrees to
irrevocably assign to Discloser all of Recipients
rights, title in interest and interest (collectively,
Rights) in and to the Derivatives. To the
extent any Rights are not assignable, Recipient
hereby waives such Rights.
All materials
(including, without limitation, documents,
drawings, papers, diskettes, tapes, models,
apparatus, sketches, designs and lists) furnished
by Discloser to Recipient (whether or not they
contain or disclose Disclosers Confidential
Information) are the property of the Discloser.
Within five (5) days after any request by
Discloser, Recipient shall destroy or deliver to
Discloser, at Disclosers option, (a) all
Discloser-furnished materials and (b) all
materials in Recipients possession or control
(even if not Discloser-furnished) that contain or
disclose any of the Disclosers Confidential
Information. Recipient will provide Discloser a
written certification of Recipients compliance
with Recipients obligations under this Section.

that are made from the Effective Date to the date

on which either party receives from the other
written notice that subsequent communications
shall not be so governed; provided, however,
that a Recipients obligations under Section 2
(Nondisclosure and Nonuse Obligations) will
continue in perpetuity with respect to the
Disclosers Confidential Information that the
Recipient has previously received until the
obligations no longer apply pursuant to
Section 3 (Exclusions from Nondisclosure and
Nonuse Obligations).
9.
No Assignment.
The Other
Party will not assign or transfer any rights or
delegate any performance under this Agreement
without the prior written consent of the
Company, which consent shall not be
unreasonably withheld. All assignments and
delegations in violation of the foregoing are
void.
10.
Injunctive Relief. A breach by
Recipient of this Agreement will cause
irreparable and continuing damage to Discloser
for which money damages are insufficient, and
Discloser shall be entitled to injunctive relief
and/or a decree for specific performance, and
other relief as may be proper (including money
damages if appropriate), without the need to post
a bond.

5.
Disclosure of Third Party
Information. Neither party shall communicate
any information to the other in violation of the
proprietary rights of any third party.

11.
Notices. Any notice required or
permitted by this Agreement shall be in writing
and shall be delivered as follows, with notice
deemed given as indicated: (a) by personal
delivery, when delivered personally; (b) by
overnight courier, upon written verification of
receipt; (c) by or facsimile transmission, upon
acknowledgment of receipt of electronic
transmission; or (d) by certified or registered
mail, return receipt requested, upon verification
of receipt. Notice shall be sent to the addresses
set forth above or to such other address as either
party may provide in writing.

6.
No Warranty. All Confidential
Information is provided by Discloser AS IS
and without any warranty, express, implied or
otherwise,
regarding
the
Confidential
Informations completeness, accuracy or
performance.
7.
No Export.
Recipient will
obtain any licenses or approvals the U.S.
government or any agency thereof requires prior
to exporting, directly or indirectly, any technical
data acquired from Discloser pursuant to this
Agreement or any product utilizing that data.

12.
Governing Law; Forum. The
laws of the United States of America and the
State of Georgia govern all matters arising out of
or relating to this Agreement without giving
effect to any conflict of law principles. Each of

8.
Term. This Agreement shall
govern all communications between the parties

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the parties irrevocably consents to the exclusive

personal jurisdiction of the federal and state
courts located in Fulton County, Georgia, as
applicable, for any matter arising out of or
relating to this Agreement, except that in actions
seeking to enforce any order or any judgment of
the federal or state courts located in Fulton
County, Georgia such personal jurisdiction will
be non-exclusive. Additionally, notwithstanding
anything in the foregoing to the contrary, a claim
for equitable relief arising out of or related to
this Agreement may be brought in any court of
competent jurisdiction.

14.
Waiver; Modification.
If a
party waives any term, provision or a partys
breach of this Agreement, such waiver shall not
be effective unless it is in writing and signed by
the party against whom such waiver is asserted.
No waiver by a party of a breach of this
Agreement by the other party shall constitute a
waiver of any other or subsequent breach by
such other party. This Agreement may be
modified only if authorized representatives of
both parties consent in writing.
15.
Entire Agreement.
This
Agreement constitutes the final and exclusive
agreement between the parties with respect to
the treatment of Confidential Information
disclosed hereunder.
It supersedes all
agreements, whether prior or contemporaneous,
written or oral, concerning the treatment of the
Confidential Information.

13.
Severability. If a court of law
holds any provision of this Agreement to be
illegal, invalid or unenforceable, (a) that
provision shall be deemed amended to achieve
an economic effect that is as near as possible to
that provided by the original provision and
(b) the legality, validity and enforceability of the
remaining provisions of this Agreement shall not
be affected thereby.

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