Unilateral Non-Disclosure Agreement

This Unilateral Non-disclosure Agreement (“Agreement”) is effective as of Recipient’s acceptance of its terms and is entered into by TakeOne Network Corp. dba Wrapbook, a Delaware corporation (“Wrapbook”), and the recipient accepting the terms of this agreement through Wrapbook’s recruiting platform (“Recipient”). In consideration of Recipient complying with this Agreement, Wrapbook may disclose certain Confidential Information (as defined below) to Recipient for the purposes of a potential or existing relationship between the parties.

1. In this Agreement, “Confidential Information” means all non-public information relating to Wrapbook’s or its affiliate’s business (including but not limited to computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions, whether patentable or not, technology, finances, customers, plans, product developments, forecasts, and strategies) that has been or will be disclosed to or received by Recipient.

2. Recipient will hold in confidence, and not disclose to others or use for Recipient's own benefit or for the benefit of any third party, any Confidential Information that is disclosed to Recipient by Wrapbook.

3. This Agreement will not apply to any Confidential Information which: (i) is generally available to the public (through no improper action or inaction by Recipient), (ii) is in Recipient’s possession or known by it without restriction prior to receipt from Wrapbook, (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed by Recipient without use of or reference to any Confidential Information.

4. The Confidential Information will remain at all times the sole property of Wrapbook. This Agreement does not grant to Recipient any ownership, intellectual property, licenses or other rights to any Confidential Information.

5. Recipient must, upon request of Wrapbook, return to Wrapbook all documents, drawings and other tangible materials containing the Confidential Information that were provided by Wrapbook, and destroy all electronic copies of the Confidential Information.

6. If any provision of this Agreement is illegal, invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. This Agreement will be governed by the laws of the State of California, excluding its conflicts of law rules. This Agreement supersedes all prior discussions, arrangements and agreements, and constitutes the entire agreement between the parties with respect to its subject matter. Recipient acknowledges that damages are not a sufficient remedy for any breach of this Agreement, and Wrapbook is entitled to seek injunctive relief or other available remedies. The prevailing party in any action to enforce this Agreement will be entitled to costs and attorneys’ fees. No waiver or modification of this Agreement will be binding upon a party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver.