| MUTUAL NONDISCLOSURE AGREEMENT | |
| Effective Date: 12/10/98 | |
| This Agreement governs the disclosure of information by and between Yahoo! | |
| Inc., a California corporation, and Restrac, Inc. ("Participant"). | |
| 1. | |
| The "Confidential Information" is that confidential, proprietary, and | |
| trade secret information being disclosed by the disclosing party described as | |
| (please be specific): | |
| (a) Yahoo Confidential Information (owned by Yahoo and any of its | |
| affiliates): Resume and Employment Related. | |
| (b) Participant Confidential Information: Resume and Employment | |
| Related. | |
| 2. | |
| Except as set forth in this Section 2, all Confidential Information | |
| shall be in tangible form and shall be marked as Confidential or proprietary | |
| information of the disclosing party. | |
| If the Confidential Information is | |
| disclosed orally or visually, it shall be identified as such at the time of | |
| disclosure and confirmed in a writing to the recipient within thirty (30) days | |
| of such disclosure. | |
| 3. | |
| Each of the parties agrees that it will not make use of, disseminate, or | |
| in any way disclose any Confidential Information of the other party to any | |
| person, firm or business, except to the extent necessary for negotiations, | |
| discussions and consultations with personnel or authorized representatives of | |
| the other party and any purpose the other party may hereafter authorize in | |
| writing. | |
| Each of the parties agrees that it shall disclose Confidential | |
| Information of the other party only to those of its employees who need to know | |
| such information and who have previously agreed, either as a condition to | |
| employment or in order to obtain the Confidential Information, to be bound by | |
| terms and conditions substantially similar to those of this Agreement. | |
| 4. | |
| There shall be no liability for disclosure or use of Confidential | |
| Information which is (a) in the public domain through no fault of the receiving | |
| party (b) rightfully received from a third party without any obligation of | |
| confidentiality, (c) rightfully known to the receiving party without any | |
| limitation on use or disclosure prior to its receipt from the disclosing party, | |
| (d) independently developed by the receiving party, (e) generally made available | |
| to third parties without any restriction on disclosure, or (f) communicated in | |
| response to a valid order by a court or other governmental body, as otherwise | |
| required by law, or as necessary to establish the rights of either party under | |
| this Agreement (provided that the party so disclosing has provided the other | |
| party with a reasonable opportunity to seek protective legal treatment for such | |
| Confidential Information). | |
| 5. | |
| "Residual Information" shall mean any Confidential Information of the | |
| disclosing party which may be retained in intangible form in the minds of those | |
| individuals of the receiving party who have had proper access to such | |
| Confidential Information. | |
| Notwithstanding anything else in this Agreement, the | |
| receiving party shall be free to use any Residual Information for any purpose | |
| whatsoever, including, without limitation, the development of its own products, | |
| provided that such party shall not be entitled to disclose Residual Information | |
| to any third parties unless such disclosure is in the course of, or as part of, | |
| any disclosure of its own products or their development. | |
| 6. | |
| Each of the parties agrees that it shall treat all Confidential | |
| Information of the other party with the same degree of care as it accords to its | |
| own Confidential Information and each of the parties represents that it | |
| exercises reasonable care to protect its own Confidential Information. | |
| 7. | |
| Each of the parties agrees that it will not modify, reverse engineer, | |
| decompile, create other works from, or disassemble any software programs | |
| contained in the Confidential Information of the other party unless otherwise | |
| specified in writing by the disclosing party. | |
| <PAGE> | |
| 8. | |
| All materials (including, without limitation, documents, drawings, | |
| models, apparatus, sketches, designs and lists) furnished to one party by the | |
| other, and which are designated in writing to be the property of such party, | |
| shall remain the property of such party and shall be returned to it promptly at | |
| its request, together with any copies thereof. | |
| 9. | |
| This Agreement shall govern all communications between the parties that | |
| are made during the period from the effective date of this Agreement to the date | |
| on which either party receives from the other written notice that subsequent | |
| communications shall not be so governed, provided, however that each party's | |
| obligations under Sections 2 and 3 with respect to Confidential Information of | |
| the other party which it has previously received shall continue unless and until | |
| such Confidential Information falls within Sections 4 or 5. | |
| 10. | |
| Neither party shall communicate any information to the other in | |
| violation of the proprietary rights of any third party. | |
| Neither party acquires | |
| any licenses under any intellectual property rights of the other party under | |
| this Agreement. | |
| This Agreement shall be governed in all respects by the laws of | |
| the United States of America and by the laws of the State of California as such | |
| laws are applied to agreements entered into and to be performed entirely within | |
| California between California residents. | |
| This Agreement may only be changed by | |
| mutual agreement of authorized representatives of the parties in writing. | |
| All | |
| notices or reports permitted or required under this Agreement shall be in | |
| writing and shall be by personal delivery, telegram, telex, telecopier, | |
| facsimile transmission or by certified or registered mail, return receipt | |
| requested, and shall be deemed given upon personal delivery, five (5) days after | |
| deposit in the mail, or upon acknowledgment of receipt of electronic | |
| transmission. | |
| Notices shall be sent to the addresses set forth at the end of | |
| this Agreement or such other address as either party may specify in writing. | |
| IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate | |
| as of the date first written above. | |
| <TABLE> | |
| <S> <C> | |
| YAHOO! | |
| INC. | |
| -------------------------------------------- | |
| By: /s/ Matt Rowlen By: /s/ M. J. Fahey | |
| ------------------------------------- --------------------------------------- | |
| Printed Name: Matt Rowlen Printed Name: M. J. Fahey | |
| --------------------------- ----------------------------- | |
| Title: Manager of Business Development Title: President | |
| -------------------------------- ------------------------------------ | |
| Address: Yahoo! | |
| Address: Lexington, MA | |
| -------------------------------- ---------------------------------- | |
| -------------------------------- ---------------------------------- | |
| -------------------------------- ---------------------------------- | |
| </TABLE> | |