Mutual Non-disclosure Form

CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT day of , This Confidentiality and Non-Disclosure Agreement (the “Agreement”), made as of the by and between Informed Decisions Corporation dba CASHNet®, a California corporation with offices located at 1301 Marina Village Parkway, Suite 100 Alameda, CA 94501, (“IDC”) and (“COMPANY”), a corporation with offices located at contains the complete terms and conditions under which COMPANY and IDC will gain access to Confidential Information (as defined in Section 1) for the purposes described in Section 2 of this Agreement. RECITALS IDC and COMPANY are interested in exploring a mutually beneficial business relationship, and acknowledge that in connection with such interactions and information sharing that will ensue, each party (the “Disclosing Party”) will provide the other party (the “Recipient”) with Confidential Information (as defined below) that is highly sensitive, and extremely confidential. IDC is interested in disclosing to COMPANY Confidential Information only under terms and conditions that assure the confidentiality of, and maintain the rights of IDC in the Confidential Information. COMPANY is interested in disclosing to IDC Confidential Information only under terms and conditions that assure the confidentiality of, and maintain the rights of COMPANY in the Confidential Information. IDC and COMPANY are interested in reviewing the Confidential Information of the other party only in accordance with the terms of this Agreement. AGREEMENT Accordingly, IDC and COMPANY agree as follows: 1. DEFINITION. For the purposes of this Agreement, “Confidential Information” shall mean: (i) the fact that IDC and COMPANY will discuss potential joint business ventures; (ii) all information provided by the Disclosing Party to the Recipient including, but not limited to all proprietary information, past and current, relating to the Disclosing Party’s products, services, prices and all other information, whether financial, strategic, business, or other nature, provided by the Disclosing Party directly or indirectly to the Recipient pursuant to this Agreement or otherwise, as well as any copies made thereof; (iii) specifications, data, know-how, formulae, compositions, processes, inventions and ideas, past, current, and planned research and development, current and planned distribution methods and processes; (iv) customer lists, current and anticipated customer requirements, price lists, market studies; (v), computer software and programs (including object code and source code), computer software and database technologies, systems, structures; (vi) any other information, however documented or transmitted, that is a trade secret within the meaning of the State’s trade secret law; and (vii) any discussions or written correspondence, whether handwritten or on electronic medium, between the parties regarding the information in subsections (i) through (vii), above. 2. PURPOSES. Disclosing Party will grant Recipient access to the Confidential Information for the sole purpose of establishing a mutually beneficial business relationship. Recipient agrees that it will use the Confidential Information solely for such purpose, unless further authorized in advance in writing. 3. NON-DISCLOSURE. (a) Recipient represents, warrants, and agrees that, in consideration for obtaining access to the Confidential Information, Recipient shall not: (i) disclose any Confidential Information directly or indirectly to any third person (whether natural person or other legal entity) other than its directors, officers, employees, representatives, and agents who have a need to know the Confidential Information in furtherance of the purpose set forth in Section 2; (ii) use the Confidential Information for any purpose other than as set forth in Section 2 of this Agreement, except as further authorized in advance by Disclosing Party in writing; (iii) use the Confidential Information for its own purposes or advantage, nor for the purposes or advantage of any other person (whether natural person or other legal entity); or (iv) make any copies, in whole or in part, of any of the Confidential Information.

(b) Recipient further agrees that it shall: (i) hold the Confidential Information in the strictest confidence and in trust as a fiduciary for one another; (ii) take all measures necessary to prevent any Confidential Information from falling into the public domain or into the possession of persons not bound to maintain the confidentiality of Confidential Information; and (iii) treat the Confidential Information as confidential and proprietary. Recipient shall immediately advise Disclosing Party, in writing, of any improper disclosure, misappropriation or misuse of the Confidential Information, by any person, which may come to Recipient’s attention. Recipient shall be responsible for the compliance with the terms of this Agreement by all of its directors, officers, employees, representatives, and agents, and other persons to whom disclosure of Confidential Information is made by the Recipient. (c) None of the foregoing obligations and restrictions contained in Section 3(a) and Section 3(b) shall apply to that part of the Confidential Information: (i) in Recipient’s possession prior to disclosure by Disclosing Party; (ii) rightfully acquired by Recipient from a third party not bound by the terms of this Agreement or not otherwise prohibited from transmitting the Confidential Information to Recipient by a contractual, legal, fiduciary or other obligation; (iii) generally known to the public through no act or fault of Recipient; or (iv) for which any such obligation as to confidentiality is waived in advance in writing by Recipient. Recipient acknowledges that prior to the execution of this Agreement, it had no Confidential Information in its possession. 4. LIMITED DISCLOSURE. If Recipient, or any of its employees, agents, or representatives is requested or required (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands, or other process) to disclose any Confidential Information, then anything contained in this Agreement to the contrary notwithstanding, (i) to the extent practicable, Recipient will provide Disclosing Party with prompt written notice of such request or requirements so that Disclosing Party may seek an appropriate protective order or other remedy and/or waive Recipient’s compliance with the provisions of this Agreement, and (ii) if such protective order or other remedy is not obtained or Disclosing Party waives compliance with this Agreement, Recipient, or its respective employees, agents, or representatives, as the case may be, shall be permitted to disclose only that portion of the Confidential Information as it is advised by written opinion of its counsel is legally required, and will use its best efforts to obtain assurances that confidential treatment will be accorded the Confidential Information so disclosed. 5. RIGHTS IN THE CONFIDENTIAL INFORMATION. This Agreement does not confer to Recipient any right, interest, license or title in or to Disclosing Party’s Confidential Information. Recipient shall return to Disclosing Party the Confidential Information and all copies thereof immediately upon the written request of Disclosing Party. 6. TERM OF CONFIDENTIALITY OBLIGATIONS. The confidentiality obligations and restrictions imposed by this Agreement shall commence at the time of initial disclosure of any Confidential Information to Recipient and continue in perpetuity, notwithstanding the return of the Confidential Information to Disclosing Party. 7. INJUNCTIVE RELIEF. Because of the unique nature of the Confidential Information, Recipient understand and agrees that, in the event it fails to comply with any of the terms of this Agreement, Disclosing Party will suffer irreparable and extreme harm, and that monetary damages may be inadequate to compensate Disclosing Party for such breach. Accordingly, Recipient agrees that Disclosing Party will, in addition to any other legal or equitable remedies available to it, be entitled to immediate injunctive relief to enforce the terms of this Agreement. 8. GENERAL. This Agreement supersedes any and all prior understandings and agreements between IDC and COMPANY with respect to the subject matter of this Agreement. This Agreement can only be modified by a written amendment by authorized representatives of IDC and COMPANY. Waiver of any breach of this Agreement shall not be a waiver of any subsequent breach nor shall it be a waiver of the underlying obligation. In any suit, action or appeal to enforce the terms of this Agreement, or to interpret this Agreement, the prevailing party shall be entitled to its costs incurred, including reasonable attorneys’ fees and court costs at trial or on appeal. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

9. CONSTRUCTION AND INTERPRETATION. IDC and COMPANY agree that this Agreement shall be construed and interpreted liberally in favor of protection of the Confidential Information.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement effective as of the date first above written. INFORMED DECISIONS CORP DBA CASHNet

COMPANY

By:

By:

Name:

Sajithkumar Kizhakkiniyil

Name:

Title:

CTO

Title:

Date:

Date: