Social
Reality, Inc.


PROPRIETARY INFORMATION,


INVENTIONS, AND CONFIDENTIALITY AGREEMENT


 


Employee Name:                                  


Effective Date:                                    


As a condition of
my becoming employed (or my employment being continued) by Social Reality, Inc., a Delaware corporation, or any of its current
or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration
of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the
following:


1.        
 Relationship. This Agreement will apply to my employment relationship with the Company. If that
relationship ends and the Company, within a year thereafter, either re-employs me or engages me as a consultant, I agree that
this Agreement will also apply to such later employment or consulting relationship, unless the Company and I otherwise agree
in writing. Any such employment or consulting relationship between the Company and me, whether commenced prior to, upon or
after the date of this Agreement, is referred to herein as the “Relationship.”


2.    
     Duties. I will perform for the Company such duties as may be designated by
the Company from time to time or that are otherwise within the scope of the Relationship and not contrary to instructions
from the Company. During the Relationship, I will devote my entire best business efforts to the interests of the Company and
will not engage in other employment or in any activities detrimental to the best interests of the Company without the prior
written consent of the Company.


3.    
    Confidential Information.


(a)         Protection
of Information. I agree, at all times during the term of the Relationship and thereafter, to hold in strictest confidence,
and not to use, except for the benefit of the Company to the extent necessary to perform my obligations to the Company under the
Relationship, and not to disclose to any person, firm, corporation or other entity, without written authorization from the Company
in each instance, any Confidential Information (as defined below) that I obtain, access or create during the term of the Relationship,
whether or not during working hours, until such Confidential Information becomes publicly and widely known and made generally available
through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved. I further
agree not to make copies of such Confidential Information except as authorized by the Company.



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(b)         Confidential
Information. I understand that “Confidential Information” means information and physical material not
generally known or available outside the Company and information and physical material entrusted to the Company in confidence by
third parties. Confidential Information includes, without limitation: (i) Company Inventions (as defined below); (ii) technical
data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, developments, inventions,
laboratory notebooks, processes, formulas, techniques, biological materials, mask works, engineering designs and drawings, hardware
configuration information, lists of, or information relating to, suppliers and customers (including, but not limited to, customers
of the Company on whom I called or with whom I became acquainted during the Relationship), price lists, pricing methodologies,
cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical
financial data, budgets or other business information disclosed to me by the Company either directly or indirectly, whether in
writing, electronically, orally, or by observation.


(c)         Third
Party Information. My agreements in this Section 3 are intended to be for the benefit of the Company and any third
party that has entrusted information or physical material to the Company in confidence.


(d)         Other
Rights. This Agreement is intended to supplement, and not to supersede, any rights the Company may have in law or equity
with respect to the protection of trade secrets or confidential or proprietary information.


4.        Ownership
of Inventions.


(a)         Inventions
Retained and Licensed. I have attached hereto, as Exhibit A, a complete list describing with particularity all Inventions
(as defined below) that, as of the Effective Date, belong solely to me or belong to me jointly with others, and that relate in
any way to any of the Company’s proposed businesses, products or research and development, and which are not assigned to
the Company hereunder; or, if no such list is attached, I represent that there are no such Inventions at the time of signing this
Agreement.


(b)         Use
or Incorporation of Inventions. If in the course of the Relationship, I use or incorporate into a product, process or machine
any Invention not covered by Section 4(d) of this Agreement in which I have an interest, I will promptly so inform the Company.
Whether or not I give such notice, I hereby irrevocably grant to the Company a nonexclusive, fully paid-up, royalty-free, assumable,
perpetual, worldwide license, with right to transfer and to sublicense, to practice and exploit such Invention and to make, have
made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute under all applicable intellectual properties
without restriction of any kind.



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(c)         Inventions.
I understand that “Inventions” means discoveries, developments, concepts, designs, ideas, know how, improvements,
inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable.
I understand this includes, but is not limited to, any new product, machine, article of manufacture, biological material, method,
procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design
or configuration of any kind, or any improvement thereon. I understand that “Company Inventions” means any and
all Inventions that I may solely or jointly author, discover, develop, conceive, or reduce to practice during the period of the
Relationship, except as otherwise provided in Section 4(g) below.


(d)         Assignment
of Company Inventions. I agree that I will promptly make full written disclosure to the Company, will hold in trust for
the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title and interest
throughout the world in and to any and all Company Inventions. I further acknowledge that all Company Inventions that are made
by me (solely or jointly with others) within the scope of and during the period of the Relationship are “works made for hire”
(to the greatest extent permitted by applicable law) and are compensated by my salary. I hereby waive and irrevocably quitclaim
to the Company or its designee any and all claims, of any nature whatsoever, that I now have or may hereafter have for infringement
of any and all Company Inventions.


(e)         Maintenance
of Records. I agree to keep and maintain adequate and current written records of all Company Inventions made by me (solely
or jointly with others) during the term of the Relationship. The records may be in the form of notes, sketches, drawings, flow
charts, electronic data or recordings, laboratory notebooks, or any other format. The records will be available to and remain the
sole property of the Company at all times. I agree not to remove such records from the Company’s place of business except
as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose
of furthering the Company’s business. I agree to deliver all such records (including any copies thereof) to the Company
at the time of termination of the Relationship as provided for in Sections 5 and 6.


(f)         Patent
and Copyright Rights. I agree to assist the Company, or its designee, at its expense, in every proper way to secure the
Company’s, or its designee’s, rights in the Company Inventions and any copyrights, patents, trademarks, mask
work rights, moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure
to the Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications,
oaths, assignments, recordations, and all other instruments which the Company or its designee shall deem necessary in order to
apply for, obtain, maintain and transfer such rights, or if not transferable, waive such rights, and in order to assign and convey
to the Company or its designee, and any successors, assigns and nominees the sole and exclusive right, title and interest in and
to such Company Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.
I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or
papers shall continue during and at all times after the end of the Relationship and until the expiration of the last such intellectual
property right to expire in any country of the world. I hereby irrevocably designate and appoint the Company and its duly
authorized officers and agents as my agent and attorney-in-fact, to act for and in my behalf and stead to execute and file any
such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance
or transfer of letters of patents, copyright, mask work and other registrations related to such Company Inventions. This power
of attorney is coupled with an interest and shall not be affected by my subsequent incapacity.



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(g)         Exception
to Assignments. I understand that the Company Inventions will not include, and the provisions of this Agreement requiring
assignment of inventions to the Company do not apply to, any invention which qualifies fully for exclusion under the provisions
of applicable state law, if any, attached hereto as Exhibit B. In order to assist in the determination of which inventions
qualify for such exclusion, I will advise the Company promptly in writing, during and after the term of the Relationship, of all
Inventions solely or jointly conceived or developed or reduced to practice by me during the period of the Relationship.


5.         Company
Property; Returning Company Documents. I acknowledge and agree that I have no expectation of privacy with respect to the
Company’s telecommunications, networking or information processing systems (including, without limitation, files, e-mail
messages, and voice messages) and that my activity and any files or messages on or using any of those systems may be monitored
at any time without notice. I further agree that any property situated on the Company’s premises and owned by the Company,
including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at
any time with or without notice. I agree that, at the time of termination of the Relationship, I will deliver to the Company (and
will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals,
lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment,
other documents or property, or reproductions of any of the aforementioned items developed by me pursuant to the Relationship or
otherwise belonging to the Company, its successors or assigns.


6.         Termination
Certification. In the event of the termination of the Relationship, I agree to sign and deliver the “Termination
Certification” attached hereto as Exhibit C; however, my failure to sign and deliver the Termination Certification
shall in no way diminish my continuing obligations under this Agreement.


7.         Notice
to Third Parties. I understand and agree that the Company may, with or without prior notice to me and during or after the
term of the Relationship, notify third parties of my agreements and obligations under this Agreement.


8.         Solicitation
of Employees, Consultants and Other Parties. I agree that during the term of the Relationship, and for a period of twenty-four
(24) months immediately following the termination of the Relationship for any reason, whether with or without cause, I shall not
either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate
their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of
the Company, either for myself or for any other person or entity. Further, during the Relationship and at any time following the
termination of the Relationship for any reason, whether with or without cause, I shall not use any Confidential Information of
the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services
or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct
any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the
business of the Company.



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9.        At-Will
Relationship. I understand and acknowledge that, except as may be otherwise explicitly provided in a separate written agreement
between the Company and me, my Relationship with the Company is and shall continue to be at-will, as defined under applicable law,
meaning that either I or the Company may terminate the Relationship at any time for any reason or no reason, without further obligation
or liability, other than those provisions of this Agreement that explicitly survive the termination of the Relationship.


10.      Representations
and Covenants.


(a)         Facilitation
of Agreement. I agree to execute promptly, both during and after the end of the Relationship, any proper oath, and to verify
any proper document, required to carry out the terms of this Agreement, upon the Company’s written request to do so.


(b)         No
Conflicts. I represent that my performance of all the terms of this Agreement does not and will not breach any agreement
I have entered into, or will enter into, with any third party, including without limitation any agreement to keep in confidence
proprietary information or materials acquired by me in confidence or in trust prior to or during the Relationship. I will not disclose
to the Company or use any inventions, confidential or non-public proprietary information or material belonging to any previous
client, employer or any other party. I will not induce the Company to use any inventions, confidential or non-public proprietary
information, or material belonging to any previous client, employer or any other party. I acknowledge and agree that I have listed
on Exhibit A all agreements (e.g., non-competition agreements, non-solicitation of customers agreements, non-solicitation of employees
agreements, confidentiality agreements, inventions agreements, etc.), if any, with a current or former client, employer, or any
other person or entity, that may restrict my ability to accept employment with the Company or my ability to recruit or engage customers
or service providers on behalf of the Company, or otherwise relate to or restrict my ability to perform my duties for the Company
or any obligation I may have to the Company. I agree not to enter into any written or oral agreement that conflicts with the provisions
of this Agreement.


(c)         Voluntary
Execution. I certify and acknowledge that I have carefully read all of the provisions of this Agreement, that I understand
and have voluntarily accepted such provisions, and that I will fully and faithfully comply with such provisions.



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11.       General
Provisions.


 


(a)         Governing
Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the
State of California, without giving effect to the principles of conflict of laws.


(b)         Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to its
subject matter and merges all prior discussions between us. No amendment to this Agreement will be effective unless in writing
signed by both parties to this Agreement. The Company shall not be deemed hereby to have waived any rights or remedies it may have
in law or equity, nor to have given any authorizations or waived any of its rights under this Agreement, unless, and only to the
extent, it does so by a specific writing signed by a duly authorized officer of the Company, it being understood that, even if
I am an officer of the Company, I will not have authority to give any such authorizations or waivers for the Company under this
Agreement without specific approval by the Board of Directors. Any subsequent change or changes in my duties, obligations, rights
or compensation will not affect the validity or scope of this Agreement.


(c)         Severability.
If one or more of the provisions in this Agreement are deemed void or unenforceable to any extent in any context, such provisions
shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity and force of the
remainder of this Agreement shall not be affected.


(d)         Successors
and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives, and
my successors and assigns, and will be for the benefit of the Company, its successors, and its assigns.


(e)         Remedies.
I acknowledge and agree that violation of this Agreement by me may cause the Company irreparable harm, and therefore agree that
the Company will be entitled to seek extraordinary relief in court, including, but not limited to, temporary restraining orders,
preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security (or, where such a bond
or security is required, I agree that a $1,000 bond will be adequate), in addition to and without prejudice to any other
rights or remedies that the Company may have for a breach of this Agreement.


(f)         ADVICE
OF COUNSEL. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT
LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED
AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.



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The parties have
executed this Agreement on the respective dates set forth below, to be effective as of the Effective Date first above written.


 


	COMPANY:	 	EMPLOYEE:
	 	 	 
	SOCIAL REALITY, INC.	 	__________________________, an
	 	 	Individual
	 	 	 
	By:	 	 	 
	 	 	 	 
	Name:	 	 	 
	Title:	 	 	 (Signature)
	 	 	 	 
	Date:	 	 	Date:	 
	 	 	 	 	 
	Address:	 	Address:	 
	 	 	 	 
	 	 	 	 



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EXHIBIT
A


LIST
OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP

EXCLUDED UNDER SECTION 4(a)


	Title	 	Date	 	Identifying Number
 or Brief Description
	 	 	 	 	 


 


___ No inventions, improvements, or original works of authorship


___ Additional sheets attached


	Signature of Employee:	 	 
	 	 	 
	Print Name of Employee:	 	 


 


	Date:	 	 


  



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EXHIBIT
B


Section 2870 of the California Labor
Code is as follows:


Any provision in an employment agreement
which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer
shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s
equipment, supplies, facilities, or trade secret information except for those inventions that either:


Relate at the time
of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated
research or development of the employer; or


Result from any
work performed by the employee for the employer.


To the extent a provision in an employment
agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision
(a), the provision is against the public policy of this state and is unenforceable. 



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EXHIBIT
C


TERMINATION
CERTIFICATION


This is to certify that I do not have
in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications,
drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies
or reproductions of any aforementioned items belonging to Social Reality, Inc., a Delaware corporation, its subsidiaries, affiliates,
successors or assigns (collectively, the “Company”).


I further certify that I have complied
with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the
reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement.


I further agree that, in compliance with
the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential
knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or
experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial
information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or
licensees.


I further agree that for twenty-four (24) months
from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the
Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit,
encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further,
I shall not at any time use any Confidential Information of the Company to negatively influence any of the Company’s clients
or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer
or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation,
institution or other entity in competition with the business of the Company.


 


	Date:	 	 
	 	 
	 	(Employee’s Signature)
	 	 
	 	 
	 	(Print Employee’s Name)