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NON-DISCLOSURE AGREEMENT

THIS AGREEMENT (“Agreement”) is made and entered into effective , by and


between Tonk Tonk Games,LLC with an office located at 2037 Lemoine Avenue, #287,
Fort Lee, NJ 07024 ("Tonk Tonk"), and , with address located at
(“Receiving Party”); each
a “Party” and collectively, the “Parties”.

WHEREAS, Tonk Tonk will be providing Receiving Party with confidential and
proprietary information ("INFORMATION") directed to Tonk Tonk's improved video
game for testing, evaluating or other business, and/or technical purposes. Such
INFORMATION is nonpublic information that Tonk Tonk designates as being
confidential to the Receiving Party or which, under the circumstances surrounding
disclosure ought to be treated as confidential by the Receiving Party. Specifically,
INFORMATION includes, without limitation, information in tangible or intangible form
relating to and/or including released or unreleased Tonk Tonk products and any
specifications, designs, plans, software, data, prototypes or other business and/or
technical information related to such products, the marketing or promotion of any Tonk
Tonk product, and information received from others that Tonk Tonk is obligated to treat
as confidential.
WHEREAS, the Parties, for their mutual benefit, agree that the use of the
INFORMATION shall be governed by the non-disclosure provisions specified herein.
NOW, THEREFORE, In consideration of the mutual promises and covenants contained
in this agreement, the Parties agree as follows:

1. The Receiving Party, after the effective date of this Agreement, shall hold such
INFORMATION in confidence, shall use such INFORMATION only in accordance
with as set forth herein. Receiving Party shall reproduce such INFORMATION
only to the extent necessary for such purposes, shall restrict disclosure of such
INFORMATION to its employees with a need to know (and advise such
employees of the obligations assumed herein), and Receiving Party shall not
disclose such INFORMATION to any third party without prior written approval by
Tonk Tonk.

Receiving Party agrees to protect such INFORMATION with at least the same
degree of care as it normally exercises to protect its own proprietary information
of a similar nature, but at no less than a commercially reasonable degree of care.

These restrictions on the use or disclosure of INFORMATION shall not apply to


any INFORMATION:
a. which is independently developed by Receiving Party prior to the Effective
Date or lawfully received free of restriction from another source having a
right to furnish such INFORMATION; or
b. after it has become generally available to the public without breach of this
Agreement by the Receiving Party; or
c. which was known to Receiving Party free of restriction as evidenced by
documentation in its possession; or
d. which Tonk Tonk agrees in writing is free of such restrictions.

2. Receiving Party may disclose INFORMATION Party in accordance with a judicial


or other governmental order, provided that Receiving Party either (i) gives Tonk
Tonk reasonable notice prior to such disclosure to allow Tonk Tonk a reasonable
opportunity to seek a protective order or equivalent, or (ii) obtains written
assurance from the applicable judicial or governmental entity that it will afford the
INFORMATION the highest level of protection afforded under applicable law or
regulation. Notwithstanding the foregoing, the Receiving Party shall not disclose
any computer source code that contains INFORMATION in accordance with a
judicial or other governmental order unless it complies with the requirement set
forth in sub-section (i) of this Section 2.

3. In the event that Tonk Tonk provides any computer software and/or hardware to
the Receiving Party as INFORMATION under the terms of this Agreement, such
computer software and/or hardware may only be used by the Receiving Party for
evaluation and providing Feedback (as defined in Section 12 of this Agreement)
to Tonk Tonk. Unless otherwise agreed by Tonk Tonk and the Receiving Party,
all such computer software and/or hardware is provided “AS IS" without warranty
of any kind, and Receiving Party agrees that Tonk Tonk shall be liable for any
damages whatsoever arising from or relating to Receiving Party's use of or
inability to use such software and/or hardware. None of the INFORMATION shall
constitute any representation, warranty, assurance, guaranty or inducement by
Tonk Tonk or any kind.

4. Receiving Party shall notify Tonk Tonk immediately upon discovery of any
unauthorized use or disclosure of INFORMATION or any other breach of this
Agreement by Receiving Party and its employees and consultants, and will
cooperate with Tonk Tonk in every reasonable way to help Tonk Tonk regain
possession of the INFORMATION and prevent its further unauthorized use or
disclosure.
5. No license to a Party, under any trademark, patent, copyright, mask work
protection right or any other intellectual property right, is either granted or implied
by this Agreement.

6. Neither this Agreement nor the disclosure or receipt of INFORMATION shall


constitute or imply any promise or intention to make any purchase of products or
services by either Party or any commitment by either Party with respect to the
present or future marketing of any product or service.

7. Receiving Party shall, at Tonk Tonk's request, return all originals, copies,
reproductions and summaries of INFORMATION and all other tangible materials
and devices provided to the Receiving Party as INFORMATION, or at Tonk
Tonk's option, certify destruction of the same.

8. Receiving Party agrees that all of its obligations undertaken herein shall survive
and continue after any termination of this Agreement.

9. The Parties agree to comply with all applicable international and national laws
that apply to (i) any INFORMATION, or (ii) any product (or any part thereof),
process or service that is the direct product of the INFORMATION, including the
U.S. Export Administration Regulations, as well as end-user, end-use and
destination restrictions issued by U.S. and other governments.

10. This Agreement constitutes the entire understanding between the Parties
regarding the respective Parties rights and obligations concerning non-disclosure
of the INFORMATION and merges all prior discussions between them relating
thereto.

11. This Agreement inures to the benefit of and shall be binding upon the Parties and
their respective successors and assigns.

12. Suggestions and Feedback. The Receiving Party may from time to time provide
suggestions, comments or other feedback (“Feedback”) to the Tonk Tonk with
respect to the INFORMATION provided by Tonk Tonk. Both parties agree that all
Feedback is and shall be given entirely voluntarily. Receiving Party hereby
irrevocably assigns to Tonk Tonk and Tonk Tonk accepts all right title and
interest in and to the Feedback. The Receiving Party shall treat such Feedback
as INFORMATION, i.e., confidential information of Tonk Tonk. Tonk Tonk shall
be free to use, disclose, reproduce, license or otherwise distribute, and exploit
the Feedback provided to it as it sees fit, entirely without obligation or restriction
of any kind on account of Receiving Party's intellectual property rights or
otherwise. Receiving Party will not give Feedback that is subject to license terms
that seek to require any Tonk Tonk product, technology, Service or
documentation incorporating or derived from such Feedback, to be licensed or
otherwise shared with any third party.

13. No amendment or modification of this Agreement shall be valid or binding on the


Parties unless made in writing and signed on behalf of each of the Parties by the
respective duly authorized officers or representatives.

14. The Parties are familiar with the principles of New York commercial law, and
desire and agree that the law of New York shall apply in any dispute arising with
respect to this Agreement.

15. If a dispute arises with respect to this Agreement, either Party may submit the
dispute to a sole mediator selected by the Parties or, at any time, to mediation by
the American Arbitration Association ("AAA"). If not thus resolved, it may be
referred by either Party to a sole arbitrator selected by the Parties or to AAA
arbitration. The arbitration shall be governed by the United States Arbitration Act
and judgment on the award may be entered by any court having jurisdiction. The
arbitrator shall not limit, expand or modify the terms of the Agreement nor award
damages in excess of compensatory damages, and each Party waives any claim
to such excess damages. A request by a Party to a court for interim protection
shall not affect either Party's obligation hereunder to mediate and arbitrate. Each
Party shall bear its own expenses and an equal share of all costs and fees of the
mediation and/or arbitration. Any mediator or arbitrator selected shall be
competent in the legal and technical aspects of the subject matter of this
Agreement. The content and result of mediation and/or arbitration shall be held in
confidence by all participants, each of whom will be bound by an appropriate
confidentiality agreement.

16. If any provision of this Agreement shall be held by a court of competent


jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall
remain in full force and effect.
IN WITNESS WHEREOF,, the Parties have executed this Agreement on the respective
dates entered below.

Joon Kim
Tonk Tonk Games, LLC [RECEIVING PARTY]
By By

C.E.O. [TITLE]
[DATE SIGNED] [DATE SIGNED]

THIS AGREEMENT DOES NOT BIND OR OBLIGATE EITHER PARTY IN ANY


MANNER UNLESS DULY EXECUTED BY AUTHORIZED REPRESENTATIVES OF
BOTH PARTIES