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INTELLECTUAL PROPERTY AND NON DISCLOSURE AGREEMENT

In consideration and as a condition of my engagement as a non-employee independent contractor


by Gift Rapped, LLC., a New York limited liability company (the "Company", which term shall also
include any affiliates, subsidiaries and divisions of the Company), I hereby agree with the Company as
follows:

1. Ownership of Intellectual Property. All inventions, patents, patent rights, trademark,


trademark rights, copyrights, works of authorship, compositions of matter, computer software programs
of any kind or nature, databases, methods, know-how, trade secrets and all other intellectual property and
rights thereto and therein relating in any manner to work performed or to be performed by or for me, or
relating to the actual or proposed business of the Company, or resulting from the use of the premises or
personal property (either tangible or intangible) of the Company (the "Intellectual Property") shall be
owned exclusively by the Company. The Company may, in its sole discretion, take whatever steps
necessary and appropriate to protect and enforce such Intellectual Property and rights therein.
Furthermore, without limiting the foregoing, any such Intellectual Property created by me and related to
the actual or proposed business of the Company shall be deemed "works made for hire" and the Company
shall be deemed the author thereof under the U.S. Copyright Act (Title 17, U.S. Code). I hereby
irrevocably designate the company as my attorney in fact for the purpose of executing or filing any
applications and to take any other lawful act to protect the Intellectual Property and obtain registration of
the Intellectual Property in the name of the Company.

2. Assignment and Quitclaim. To the extent that I own, acquire or control any part of the
Intellectual Property, or any rights therein, including any so-called moral rights, I hereby irrevocably
assign, transfer, convey, and quitclaim all right, title, and interest therein and thereto to the Company, and
agree to irrevocably assign, transfer, convey, and quitclaim any and all future ownership and rights, title,
and interest therein and thereto to the Company. Furthermore, to the extent that some or all of the
Intellectual Property is determined not to constitute "works made for hire," as a matter of law, I hereby
agree to irrevocably assign, transfer, convey, and quitclaim all rights I have or may have to the Company,
without any separate or additional remuneration or compensation from the Company.

3. Non-Disclosure and Use of Proprietary Information . I will not at any time, whether
during or after the termination of my engagement reveal to any person or entity any of the trade secrets or
proprietary or confidential information of the Company, including without limitation, the Intellectual
Property, (the “Confidential Information”), except as may be required in the ordinary course of
performing my duties as an employee or as an independent contractor, as the case may be, of the
Company, and I shall keep secret all matters entrusted to me and shall not use or attempt to use any such
information in any manner. The parties agree that Confidential Information, as used herein, shall be
interpreted in the broadest and most comprehensive manner allowable by law. Upon termination of my
engagement I shall return all materials of any nature belonging to the Company, including without
limitation, all Confidential Information of the Company.

4. Non-Competition During Engagement. I will not engage in any business activity, as an


employee, consultant or otherwise that competes with any business conducted by the Company at any
time during the period of my engagement with the Company

5. Non-Solicit. I will not for a period of 12 months after the termination of my engagement,
directly or indirectly through any third party, solicit or recruit the employment or engagement of or
induce any business, firm or corporation to employ or to recruit the employment or engagement of, any
employees or agents of the Company, nor shall I induce any customer of the Company to withdraw,
curtail or cancel any existing proposal, request for proposal, order or contract with the Company or solicit
business from any customer of the Company.

6. Equitable Relief. I agree that any breach of this Agreement by me will cause irreparable
damage to the Company and that in the event of such breach the Company shall have, in addition to any
and all remedies of law, the right to an injunction, specific performance or other equitable relief to
prevent the violation of my obligations hereunder, without the posting of any bond or other security.
Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedy
available for such breach or threatened breach. The prevailing party in any litigation arising under this
Agreement shall be entitled to recover his or its attorneys' fees and expenses in addition to all other
available remedies.

7. Survival of Obligations. My obligations under this Agreement shall survive the


termination of my employment or engagement, as the case may be, regardless of the manner of such
termination and shall be binding upon my heirs, executors, administrators and legal representatives.

8. Assignability. The Company shall have the right to assign this Agreement to its
successors and assigns, and all covenants and agreements hereunder shall inure to the benefit of and be
enforceable by said successors or assigns.

9. No Duty to Employ or Engage. I understand that this Agreement does not constitute a
contract of employment, or a consulting agreement, or obligate the Company to employ or engage me, as
the case may be, for any period or at all.

9. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to contracts made and to be performed wholly therein
(without regard to principles of conflicts of laws).

INDEPENDENT CONTRACTOR
Print Name : M/S Tritone Tech

Signed by: Chethan Prabhakar - CEO


Date January 4, 2011

Agreed to and Accepted:


Gift Rapped, LLC.

By:_____________________