Crytivo Inc. Nondisclosure Agreement

For good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned (“Signatory”):

hereby agrees with Crytivo Games Inc. (hereinafter “Crytivo”; Crytivo and Signatory are collectively referred to as the “Parties” or in the singular a “Party”) as follows pursuant to this Nondisclosure Agreement (“Agreement”):

1. Crytivo may furnish the Signatory with certain financial or business information which is either non-public, confidential or proprietary in nature, including, without limitation, trade secrets, business plans, marketing plans, research, software, hardware, technical data, specifications, know-how, processes, financial information, client and developer information, as well as all information labeled “confidential” and other information, whether disclosed in writing or orally, which by its nature would reasonably be considered to be confidential. Such information furnished by Crytivo to the Signatory, in whole or in part, whether written or oral, in whatever format or storage medium, together with analyses, compilations, studies or other documents prepared by Crytivo or its respective agents or representatives (including attorneys, accountants and financial advisors), which contain or otherwise reflect such information is hereinafter referred to as the “Confidential Information.”

2. Signatory shall hold the Confidential Information in strict confidence, protecting it with at least the same care which Signatory gives to its own most confidential information (but in no event less than reasonable care). Signatory will not disclose, deliver, distribute, demonstrate or otherwise make available the Confidential Information to anyone without the express written consent of Crytivo.

3. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that: (a) is in Signatory’s possession or control at the time of its disclosure hereunder; (b) is, or becomes publicly known, through no wrongful act of Signatory; or (c) is received by Signatory from a third party free to disclose it.

4. Signatory acknowledges and agrees that any violation or threatened violation of this Agreement will cause irreparable injury to Crytivo, entitling Crytivo to seek injunctive relief without the necessity of proving actual damages, in addition to all other remedies at law or in equity. The failure of either party to enforce any right resulting from breach of any provision of this Agreement by the other party will not be deemed a waiver of any right relating to subsequent breach of such provision or of any other right hereunder.

5. During the term of this Agreement and for a period of one (1) year after the expiration or termination of this Agreement for any reason, Signatory agrees that it shall not: (a) attempt to circumvent Crytivo by speaking to a game developer or client that is working or has worked with Crytivo without Crytivo’s express written permission; or (b) directly or indirectly disclose to any other person, partnership, corporation or association, the names or addresses of any of the customers or clients of Crytivo.

6. This Agreement: (a) is the complete agreement of the parties concerning the subject matter hereof and supersedes any prior such agreements with respect to further disclosures on such subject matter; (b) may not be amended or in any manner modified except in writing signed by the parties; (c) is not assignable, except to a successor in interest to substantially all of a party’s business or assets and any other attempt to assign or transfer this Agreement or any interest herein is void; and (d) shall be binding upon the parties hereto, their successors, personal representatives and assigns.

7. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. The Courts in the State of California shall have exclusive jurisdiction over any action relating to the disputes or with respect to any claims that might arise under or relate to this Agreement.