GPS Ver. 20170413.1

CONFIDENTIALITY AND TRADE SECRET AGREEMENT Merchant

Information:

Name:

Address:

Merchant ID #: Website URL:

The parties to this Confidentiality and Trade Secret Agreement ("Agreement") are Green Payment Solutions, LLC (“GPS”) located at 6400 LAUREL CANYON BOULEVARD, #200, NORTH HOLLYWOOD, CA, 91606 and the person or entity listed below (“Merchant”). Whereas, GPS will be revealing confidential information and trade secrets to Merchant, including, but not limited to pricing and fees chargeable for payment processing; and Whereas, GPS wishes to protect this confidential information and trade secrets and its businesses would be substantially harmed by competitors knowing its confidential information and trade secrets; Therefore, for good and valuable consideration, which the parties agree and warrant is sufficient to support enforcement of this Agreement, GPS and Merchant hereby agree as follows: 1.In reliance upon this agreement, GPS may disclose to Merchant Confidential Information of GPS. Merchant hereby acknowledges and agrees that certain items of information currently in Merchant's possession or later to come into Merchant's possession presently constitute or shall constitute in the future valuable trade secrets or proprietary business information of GPS. Such items of information, which are herein collectively referred to as the "Confidential Information," shall include the following: (i) Pricing and fees chargeable or quoted to Merchant by GPS for payment processing and the merchant statements provided to Merchant; (ii) Information relating to inventions, disclosures, processes, systems, methods, computer programs, software applications, source codes, object codes, financial data, technical or non-technical data, drawings, designs, formulae, patents, patent applications, machinery, materials, research activities and plans, cost of production, contract forms, prices, volume of sales, promotional methods, pitch methods, presentations, marketing concepts, business plans, lists or names or classes of actual or potential suppliers or customers, and any other information which by its nature is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use. (iii) Product formulae, customer requirements, and all other technical data used or useful in GPS's business or related to any research and development activities carried on by GPS. (iv) All customer lists, accounting, costs, sales, and other information relating to GPS's business. (v) All other information of any type or description whatsoever which is protected by law as a trade secret or as proprietary information of GPS, or which has been designated to Merchant either orally or in writing as a trade secret or proprietary information of GPS. For purposes of the foregoing sentence, "trade secret" shall include, without limitation, any formula, device, or compilation of information not generally known in the industry which GPS uses in its business and which gives GPS an opportunity to obtain an advantage over

competitors who do not know it. (vi) All Confidential Information (as herein defined) of all customers, contractors, and others with whom GPS had, has or will have a business relationship learned or acquired by Merchant during the course of or as a result of Merchant's contractual relationship with GPS. All of the foregoing information shall be deemed "Confidential Information" until such time as it becomes generally known in the industry by means other than improper disclosures or other improper action or inaction made by Merchant. 2. Merchant shall not, directly or indirectly, either during the term of its relationship with GPS or thereafter, disclose or use the Confidential Information other than in the business of or as directed by, GPS without the prior written consent of GPS. 3. Merchant shall not, directly or indirectly, either during the term of its relationship with GPS or thereafter, take, copy, or remove any of the Confidential Information from GPS's premises, whether in the form of manuals, printed sheets, reproductions, personal notes, or otherwise, without the prior written consent of GPS. 4. Merchant shall at all times and forever safeguard and protect all of the Confidential Information of GPS to prevent its being exposed to, or taken by, unauthorized persons, and when entrusted to Merchant will exercise its best efforts to assure its safekeeping. Notwithstanding any provision of this Agreement to the contrary, in the event that Merchant is requested or required in a judicial, administrative or governmental proceeding or is otherwise required by law to disclose any Confidential Information, Merchant may disclose any such requested Confidential Information provided that Merchant will immediately provide GPS with written notice of same and all related proceedings so that GPS may seek an appropriate protective order.

5. Upon request of GPS, Merchant will deliver to GPS, within three (3) days of receiving such request, all Confidential Information which is in the possession or control of the Merchant. 6. If Merchant violates the provisions of this Agreement,

GPS Ver. 20170413.1

including, but not limited to, by sharing merchant statements, price and fee quotes with competitors of GPS, Merchant agrees that this will result in minimum damages to GPS in the amount of thirty six (36) times the average monthly profits GPS would have derived from the Merchant which must be paid by Merchant to GPS immediately. The parties expressly agree that the damages, which GPS might reasonably anticipate to be sustained by GPS, are difficult to ascertain and measure because of their indefiniteness or uncertainty and that the amount set forth above is a reasonable estimate of the damages that would probably be caused and shall be due regardless of proof of actual damages. 7. In any action at law or in equity to enforce or construe any of the provisions or rights under this Agreement, the unsuccessful party or parties to such litigation, as determined by the courts in a final judgment or decree, shall pay the successful part or parties all costs, expenses, and attorneys' fees incurred therein by such successful party or parties (including without limitation such costs, expenses, and fees on any appeals), and if such successful party or parties shall recover judgment in any such action or proceeding, such costs, expenses, and attorneys' fees shall be included in as part of such judgment. Any litigation concerning this agreement shall be venued in California. 8. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. The provisions of this Agreement shall inure to the benefit of and are binding on Merchant's heirs, personal representatives, successors, and assigns, and the successors and assigns of

GPS. 9. This Agreement and any question concerning its validity, construction, or performance shall be governed by the laws of the State of California, irrespective of the place of execution or the place or places of performance. 10. This Agreement sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. 11. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. The signatures to this Agreement may be evidenced by facsimile copies reflecting the party’s signature hereto, and any such facsimile copy shall be sufficient to evidence the signature of such party as if it were an original signature. 12. Merchant will not make any statement, or disseminate in any fashion, any information or document disparaging, critical, or otherwise negative or uncomplimentary regarding GPS, including, but not limited to, their past and present business operations, products, and services. Merchant agrees to instruct its agents to abide by this non-disparagement provision. Merchant will not pursue any complaints against GPS outside of Merchant’s relationship with GPS, including, but not limited to, any complaints with the Better Business Bureau, Federal Trade Commission or any applicable Attorney General.

Signature (Please sign below): X Title Date Please print name of signer