FACEBOOK, INC.
SINGLE PARTY NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is made as of July 27, 2016 (the “Effective Date”) between Facebook, Inc. and its directly or indirectly wholly-owned subsidiaries ("Facebook") on one hand and the recipient identified below (“Recipient") on the other.

1. Definition. “Confidential Information” means information disclosed to Recipient at any time relating to Facebook's business, including, without limitation, product designs, product plans, data, software and technology, financial information, marketing plans, business opportunities, proposed terms, pricing information, discounts, inventions and know-how to the extent disclosed to the Recipient hereunder. Confidential Information also includes the existence of this Agreement and the fact or nature of the discussions between the parties. Notwithstanding the foregoing, any data sampled from or relating to Facebook’s website will be deemed Confidential Information of Facebook with no marking or further designation.

2. Use of Confidential Information. Recipient may use the Confidential Information only to evaluate whether to enter into a business relationship with Facebook.

3. Disclosure of Confidential Information. Recipient will: (a) hold Confidential Information in strict confidence and take reasonable precautions to protect such Confidential Information (such precautions to include, at a minimum, all precautions Recipient employs with respect to its own confidential materials); (b) not divulge any Confidential Information to any third party (other than to employees or contractors as set forth below); and (c) not copy or reverse engineer any materials disclosed under this Agreement or remove any proprietary markings from any Confidential Information. Any employee or contractor given access to any Confidential Information must have a legitimate “need to know” such Confidential Information for use specified in Section 2 and Recipient will remain responsible for each such person’s compliance with the terms of this Agreement.

4. Term; Confidentiality Period. This Agreement shall continue in effect until terminated by Facebook upon written notice to Recipient. Irrespective of any termination of this Agreement, Recipient’s obligations with respect to Confidential Information under this Agreement expire 5 years from the date of receipt of the Confidential Information (except with respect to any trade secrets where such obligations will be perpetual).

5. Exclusions. This Agreement imposes no obligations with respect to information which: (a) was in Recipient’s possession before receipt from Facebook, (b) is or becomes a matter of public knowledge through no fault of Recipient, (c) was rightfully disclosed to Recipient by a third party without restriction on disclosure or (d) is developed by Recipient without use of the Confidential Information as can be shown by documentary evidence. Recipient may make disclosures required by court order provided Recipient makes commercially reasonable efforts to provide Discloser with notice of such disclosure as promptly as possible and uses diligent efforts to limit such disclosure and obtain confidential treatment or a protective order and has allowed Facebook to participate in the proceeding. Notwithstanding any other term of this Agreement, Recipient is prohibited from confirming or commenting on any information, public or otherwise, concerning Facebook or its business, regardless of its accuracy, without prior express written permission from Facebook.

6. Return or Destruction of Confidential Information. Upon termination of this Agreement or written request by Facebook, the Recipient will: (a) cease using the Confidential Information, (b) return or destroy the Confidential Information and all copies, notes or extracts thereof to Facebook within 7 business days of receipt of request, and (c) upon request of Facebook, confirm in writing that Recipient has complied with these obligations.

7. Proprietary Rights. Neither party to this Agreement acquires any intellectual property rights or any other rights under this Agreement except the limited right to use the Confidential Information set forth in Section 2.

8. Disclaimer. CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” AND WITH ALL FAULTS.

9. Publicity. Neither party will make, or authorize any third party to make, any public announcement or other disclosures related to this Agreement and any potential agreement or relationship with the other party or any of its affiliates or subsidiaries without the prior written approval of the other party. For the purposes of this Agreement public announcements include disclosures to any person or entity other than the Recipient by any means, including but not limited to, press releases, written or oral statements made to the media, blogs, trade organizations, publications, websites, or any other public audience or unauthorized third parties.

10. Export. Recipient agrees not to remove or export any such Confidential Information or any direct product thereof, except in compliance with, and with all applicable export laws and regulation.

11. Injunctive Relief. Each party acknowledges that any breach of this Agreement may cause irreparable harm for which monetary damages are an insufficient remedy and therefore that upon any breach of this Agreement Facebook will be entitled to appropriate equitable relief without the posting of a bond in addition to whatever remedies it might have at law.

12. Recipient Disclosures. Recipient acknowledges that Facebook employees and contractors are not authorized to receive any confidential or proprietary information from Recipient unless otherwise mutually agreed in a separate writing executed by an authorized representative of Facebook. Subject to such a separate writing, Recipient agrees that, with respect to any information Recipient discloses or provides to Facebook: (i) such information is non-proprietary and free from any restrictions on use or disclosure; and (ii) no obligation of any kind is assumed by Facebook.

13. General. The Recipient acknowledges that Facebook may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the information disclosed by the Recipient. Accordingly, nothing in this Agreement will be construed as a representation or agreement that Facebook will not develop or have developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in any information disclosed by the Recipient. Neither party has an obligation under this Agreement to purchase or offer for sale any item or proceed with any proposed transaction. In the event that any of the provisions of this Agreement will be held illegal or unenforceable by a court of competent jurisdiction, such provisions will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party. This Agreement will be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. 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 either party unless made in writing and signed by a duly authorized representative of each party and no failure or delay in enforcing any right will be deemed a waiver.

ACKNOWLEDGED AND AGREED:

Recipient: ___________________________________________
Signature: ___________________________________________
Name: ___________________________________________
Title: ___________________________________________
Address: ___________________________________________