Confidentiality Agreement (Discloses)

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APPLE INC.
CONFIDENTIALITY AGREEMENT (Apple Discloses)

This Confidentiality Agreement (the "Agreement") is entered into and is effective as of the date
signed by Apple below (the “Effective Date”) by and between Apple Inc., 1 Infinite Loop,
Cupertino, California 95014 ("Apple") and Crackle, Inc., 10202 W. Washington Blvd., Culver
City, California 90232 ("Recipient").

1. DEFINITION OF CONFIDENTIAL INFORMATION. Recipient agrees that Apple’s White Paper

on FairPlay Streaming for iOS and information disclosed by Apple in the parties’ discussions
related thereto (the “Project”), and other information disclosed to Recipient in connection
with the Project, including but not limited to information learned by Recipient from Apple
employees, agents or through inspection of Apple's property, that relates to Apple's products,
designs, business plans, business opportunities, finances, research, development, know-how,
personnel, or third-party confidential information disclosed to Recipient by Apple, the terms
and conditions of this Agreement, and the existence of the discussions between Recipient and
Apple will be considered and referred to collectively in this Agreement as "Confidential
Information." Confidential Information, however, does not include information that: (a) is
now or subsequently becomes generally available to the public through no fault or breach on
the part of Recipient; (b) Recipient can demonstrate to have had rightfully in its possession
prior to disclosure to Recipient by Apple; (c) is independently developed by Recipient
without the use of any Confidential Information; or (d) Recipient rightfully obtains from a
third party who has the right to transfer or disclose it to Recipient without limitation.

2. NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION. Recipient agrees to

protect Apple’s Confidential Information, using at least the same degree of care that it uses to
protect its own confidential and proprietary information of similar importance, but no less
than a reasonable degree of care. Recipient agrees to use Apple's Confidential Information
for the sole purpose of evaluation in connection with Recipient’s discussions with Apple
related to this Agreement. Recipient will not disclose, publish, or disseminate Confidential
Information to anyone other than Recipient’s employees and contractors who have a need to
know in order to accomplish such purpose or advise Recipient in connection with the Project,
and who are also bound by a written agreement that prohibits unauthorized disclosure or use
of Apple’s Confidential Information. In addition, Recipient may disclose such information to
its legal and financial advisers for the purpose of obtaining advice in connection with the
Project, provided that such disclosure is subject to a written confidentiality agreement or
other legally binding duty of confidentiality. Recipient agrees not to use Confidential
Information for any other purpose or for its own or any third party's benefit without the prior
written consent of an authorized representative of Apple in each instance. Recipient may
disclose Confidential Information to the extent required by law, including but not limited to
when required in connection with a judicial or governmental proceeding, provided Recipient
make reasonable efforts to give Apple notice of such requirement prior to any such disclosure
and take reasonable steps to obtain protective treatment of the Confidential Information.
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3. NO LICENSE TO CONFIDENTIAL INFORMATION. Except as expressly set forth herein, no

license or other rights to Confidential Information are granted or implied hereby and Apple
retains all of its rights therein.

4. FEEDBACK AND INDEPENDENT DEVELOPMENT. Notwithstanding any other provision in this

Agreement, except as otherwise set forth in a subsequent written agreement between Apple
and Recipient, if Recipient provides any ideas, suggestions or recommendations to Apple
regarding Apple’s Confidential Information ("Feedback"), Apple is free to use and
incorporate such Feedback in Apple’s products or technology, without payment of royalties
or other consideration to Recipient, so long as Apple does not infringe Recipient's patents,
copyrights or trademark rights in the Feedback. Nothing in this Agreement is intended to
grant a license or waive any rights in either party's patents, copyrights or trademarks.
Nothing in this Agreement is intended to prohibit Recipient from developing, or having
developed for it, media content, products, programs, services, goods, concepts, opportunities,
documents or information that are coincidentally similar to Apple’s media, content, products,
programs, services, goods, concepts, opportunities, documents or information, provided that
in doing so, Recipient does not use or disclose Apple’s Confidential Information.

5. NO WARRANTY. All information is provided "AS IS," and without any warranty, whether
express or implied, as to its accuracy or completeness.

6. RETURN OF DOCUMENTS. Within ten business days of receipt of Apple’s written request,
and at Apple’s option, Recipient will either return to Apple all tangible Confidential
Information, including but not limited to all electronic files, documentation, notes, plans,
drawings, and copies thereof, or will provide Apple with written certification that all such
tangible Confidential Information has been destroyed.

7. TERM AND TERMINATION. Either party may terminate this Agreement: (a) upon ten days’
written notice or (b) due to the other party’s breach of this Agreement, immediately upon
giving written notice of such termination; however, any termination of this Agreement shall
not relieve Recipient of its confidentiality and use obligations with respect to Confidential
Information disclosed prior to the date of termination of affect any other provisions of this
Agreement that are intended, by their terms or by necessary implication, to survive such
expiration or termination.

8. EQUITABLE RELIEF. Recipient hereby acknowledges that unauthorized disclosure or use of

Confidential Information could cause irreparable harm and significant injury to Apple that
may be difficult to ascertain. Accordingly, Recipient agrees that Apple will have the right to
seek injunctive relief to enforce obligations under this Agreement in addition to any other
rights and remedies it may have.

9. NO EXPORT. Recipient agrees that no Confidential Information, or any portion thereof, will
be exported to any country in violation of the United States Export Administration Act and
regulations thereunder, or any other applicable export control laws or regulations.
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10. NO IMPLIED WAIVER. Neither party’s failure or delay in exercising any of its rights will
constitute a waiver of such rights unless expressly waived in writing.

11. NO ASSIGNMENT. This Agreement may not be assigned by Recipient by any means,
including without limitation, by operation of law or merger. Any attempted assignment of
this Agreement by Recipient in violation of this section will be void.

12. ENTIRE AGREEMENT AND GOVERNING LAW. This Agreement constitutes the entire
agreement with respect to the Confidential Information disclosed pursuant to this Agreement
and supersedes all prior or contemporaneous oral or written agreements concerning such
Confidential Information. This Agreement may not be amended except by written agreement
signed by authorized representatives of both parties. This Agreement will be governed by
and construed in accordance with the laws of the State of California, excluding that body of
California law concerning conflicts of law. The parties further submit to and waive any
objections to the exclusive jurisdiction of and venue in any of the following forums: U.S.
District Court for the Northern District of California, California Superior Court for Santa
Clara County, or any other forum in Santa Clara County, for any litigation arising out of this
Agreement.

13. NOTICES. Notices required to be given by one party to the other in connection with this
Agreement will be given in writing and delivered via personal delivery, recognized air
courier service (e.e., Federal Express, DHL) or by facsimile with a copy sent by first class,
postage paid, return receipt mail to the other party’s address set forth in the introductory
paragraph of this Agreement (in the case of notices to Recipient to the attention of: EVP,
Corporate Legal, with a copy to the attention of; General Counsel, c/o Sony Pictures
Entertainment Inc., and in the case of Apple, to the Attention of General Counsel), or such
other address as a party may substitute by giving notice to the other in accordance with this
Section.

Understood and agreed:

Apple Inc. Recipient

___________________________ ___________________________
By (Signature) Date By (Signature) Date

___________________________ ___________________________
Printed Name and Title Printed Name and Title

RECIPIENT: RETURN TWO SIGNED ORIGINALS TO APPLE EMPLOYEE

APPLE EMPLOYEE: RETURN ONE SIGNED ORIGINAL TO LEGAL, M/S 3-I