Quirky Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is made by and between Quirky, Inc., having its primary office at 606 West 28th Street, 7th Floor, New York, NY 10001 (together with its affiliates, "Quirky") and You (as defined below).

During Your visit to Quirky's office, You may encounter or receive Quirky Confidential Information (as defined below), and Quirky wishes to ensure the protection of its Confidential Information. In consideration of Quirky allowing You access to Quirky's office and Quirky Confidential Information, You agree as follows:

You agree to not, without first obtaining the written consent of Quirky, disclose or make available to any person, firm or enterprise, reproduce or transmit, or use for Your own benefit or the benefit of others, any Quirky Confidential Information. At any time at the request and option of Quirky, You agree to promptly return to Quirky the Confidential Information, or destroy or permanently erase (on all forms of recordation) the Confidential Information and, if requested by Quirky, acknowledge in writing that all such Confidential Information has been destroyed or permanently erased. Nothing contained in this Agreement, nor any receipt of information hereunder, shall grant or confer upon You any ownership, right, license or authority in or to the information received or otherwise.

"Confidential Information" of Quirky includes: (a) information relating to the past, present and future business activities (including, without limitation, agreements and other business arrangements) of Quirky, its affiliates and each of their respective employees, customers or third-party contractors, (b) information relating to strategic and other plans, pricing, methods, methodologies, products, processes, financial data, lists, inventions, customers, suppliers, apparatus, statistics, programs, research, development, technology, network designs, and/or usage data of Quirky, its affiliates and each of their respective employees, customers or third-party contractors, and (c) the terms and existence of this Agreement or related information. Information shall not be considered "Confidential Information" only to the extent that such information is: (a) currently in the public domain and/or previously known to You, and in either case, free from any confidentiality obligation; (b) publicly disclosed by or on behalf of Quirky either prior to or subsequent to receipt by You of such information; (c) independently developed by You without access to or use of the Confidential Information of Quirky; or (d) rightfully obtained by You from a third party lawfully in possession of the Confidential Information who is not bound by confidentiality obligations to Quirky.

In the event of a breach or threatened breach by You of this Agreement, Quirky may have no adequate remedy in money or damages and, accordingly, may seek injunctive relief, in addition to any other legal or equitable remedies available to Quirky in the event of a breach of a provision of this Agreement. In all respects this Agreement shall be governed by the substantive laws of the State of New York without regard to conflict of law principles. Any claim or action brought by one of the parties hereto in connection with this Agreement shall be brought in the appropriate Federal or State court located in the County of New York, State of New York. In the event of conflicting provisions concerning Quirky Confidential Information between this Agreement and a separate written agreement between You and Quirky, such separate agreement shall govern with respect to such conflict.

This Agreement is acknowledged and agreed by you: (a) on behalf of yourself individually if acting in such capacity, (b) as legal guardian if acting in such capacity, or (c) on behalf of your employer if acting in such capacity; in each such case "You."