1. Purpose: The Parties wish to explore a business opportunity of mutual interest for marketing initiatives. In connection with this opportunity, each Party may disclose to the other Party certain confidential technical and business information which the Party disclosing such information (the “Disclosing Party”) desires that the Party receiving such information (the “Receiving Party”) treat as confidential. Either Party may act as the Disclosing Party or the Receiving Party hereunder.

2. Confidential Information: “Confidential Information” means any information disclosed by either Party to the other Party, either directly or indirectly, in writing, verbally or by inspection of tangible objects including without limitation, all pricing, trade secrets, proprietary data, data model(s), data integrators, business rules and any related adapters, technical data, designs, drawings specifications, techniques, models, data, software processes and/or systems, documents analysis and/or analytics, “know-how,” new product or new technology information, prototypes, international equivalent thereof, product copies, quantity of products and kind of products licensed, product returns, unannounced products, manufacturing, development or marketing techniques and materials, development or marketing timetables, strategies and development plans, including trade names, trademarks customer, supplier or personal names and other information related to customers, suppliers or personnel, pricing policies, financial information, plant and equipment and other information of a similar nature, and any trade secrets or nonpublic business information disclosed by one Party to the other Party after the execution of this Agreement. Confidential Information may also include information disclosed to a Party by third parties.

   Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent
   evidence in the Receiving Party’s possession; or (vi) is required by law to be disclosed by the Receiving Party, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

3. Non-Use and Non-Disclosure: Each Party agrees not to use any Confidential Information of the other Party for any purpose expect to evaluate and engage in discussions concerning a potential business relationship between the Parties. Each Party agrees not to disclose any Confidential Information of the other Party to third parties or to such Party’s employees, except to those employees of the Receiving Party who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship and then only to those employees who agree to b similarly bound the terms and conditions of this Agreement. Neither Party shall modify, alter, reverse engineer, disassemble or decompile, enhance, or make derivative works or compilations or portions, or in any manner reproduce any materials containing or constituting Confidential
   Information.

4. Maintenance of Confidentiality : Each Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own most highly Confidential Information and shall have its employees who have access to Confidential Information of the other Party sign a non-use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Neither Party shall make any copies of the Confidential Information of the other Party unless the same are previously approved in writing by the other Party. Each Party shall reproduce the other Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information. Except as provided in Section 5 below, in the event that either Party is requested or required by verbal questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process (each such request, an “Information Demand”) to disclose any of the Confidential Information, the Party receiving such Information Demand (the “Recipient Party”) shall provide the other Party (the “Target Party”) with prompt written notice of any such Information Demand so that the Target Party may seek a protective order or other appropriate remedy, at its own expense, and/or waive compliance with the provisions of this Agreement. Except as provided in Section 5 below, if, in the absence of a protective order or other remedy or the receipt of a waiver by the Target Party, the Recipient Party is nonetheless, in the written opinion of its counsel, legally compelled to disclose Confidential Information to any tribunal or administrative/regulatory body or else stand liable for contempt or suffer other censure or penalty, the Recipient Party may, without liability hereunder, disclose to such tribunal or administrative/regulatory body only that portion of the Confidential Information which such counsel advises in writing is legally required to be disclosed, provided that the Recipient Party shall use its best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the Target Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the Confidential Information by such tribunal or administrative/regulatory body.

5. Permitted Disclosure : Either party may make any disclosure regarding Confidential Information which is required by law or regulation.

6. Non-Circumvention : The Parties agree not to contact any individuals or entities introduced by the other Party hereto without prior consent of the Party who made the introduction. Company and Fast Debt LLC both hereby agree that neither Party shall utilize Confidential Information nor consummate any transaction, for fees or otherwise, with any entity (including such entity's affiliates, clients, lenders, and/or related entities) introduced by the other Party without providing compensation to the introducing Party in an amount acceptable to the introducing Party. The spirit o mutual trust and confidence shall be the underlying principle of this undertaking and the Parties agree to adhere thereto.

7. No Obligation : Nothing herein shall obligate either Party to proceed with any transaction, relationship or venture contemplated hereunder, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.

8. Notice : All notices, claims, demands and other communications hereunder shall be in writing and shall be deemed given upon (a) confirmation of receipt of a facsimile transmission, (b) confirmed delivery by a standard overnight carrier or when delivered by hand or (c) the expiration of five (5) business days after the day when mailed by registered or certified mail (postage prepaid, return receipt requested), addressed to the respective parties at the addresses referenced above (or such other address as shall be specified by like notice).

9. No Warranty : ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS-IS”. NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF ITS CONFIDENTIAL INFORMATION.

10. Return of Materials : All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either Party to the other Party, and all copies thereof which are in the possession of the other Party, shall be and remain the property of the Disclosing Party and shall be promptly returned to the Disclosing Party upon the Disclosing Party’s request.

11. No License :Except as is expressly provided herein, nothing herein stated or implied shall in any way be deemed or implied to constitute a license, authorization, permission or agreement to use, utilize, possess or retain in any manner whatsoever the Confidential Information of or relating to the other Party. Nothing in this Agreement is intended to grant any rights to either Party under any patent, mask work right or copyright of the other Party, nor shall this Agreement grant any Party any rights in or to the Confidential Information of the other Party except as expressly set forth herein.

12. Injunction : Each Party mutually acknowledges that the other Party would suffer irreparable harm as a result of a breach of any of the non-disclosure and confidentiality provisions contained in this Agreement and that in addition to any damages or other remedies that either Party may be entitled to at law as a result of any such breach, an aggrieved Party shall be entitled to an order from a court of competent jurisdiction to restrain a breaching Party or imminently breaching Party from breaching or continuing to the breach any of its non-disclosure and confidentiality provisions contained in this Agreement.

13. Term and Termination : This Agreement is effective as of the Effective Date above and shall automatically terminate on the date that is one (1) year thereafter. However, the obligation to maintain confidentiality of any personally identifiable information of consumers or customers shall continue indefinitely. In addition, either Party may terminate this Agreement at any time by providing the other Party with five (5) days written notice. Termination or expiration of this Agreement shall not relieve either Party from its obligations to protect Confidential Information disclosed hereunder, it being understood and agreed that the obligation of a Receiving Party hereunder shall survive until such time as the Confidential Information of a Disclosing Party disclosed hereunder becomes publicly known and made generally available through no action or inaction of a Receiving Party.

14. Remedies : Each Party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other Party, entitling the other Party to seek injunctive relief in addition to all legal remedies.

15. Severability : If any provision of this Agreement is wholly or partially unenforceable for any reason, such unenforceability shall not affect the enforceability of the balance of this Agreement, and all other provisions of this Agreement shall be construed so as to preserve the intent and enforceability hereof.

16. Successors and Assigns : This Agreement shall bind and inure to the benefit of the Parties hereto and their successors and assigns.

17. Governing Law, Jurisdiction, Waiver of Jury :This Agreement entered into hereunder shall be subject to and governed by, interpreted and construed in accordance with the laws of the State of Delaware without reference to the choice of law provisions thereof. Any action or proceeding arising from this Agreement shall be brought exclusively in the federal or state courts of competent jurisdiction located in Delaware, and each Party hereby consents to such exclusive jurisdiction and venue. Each of the Parties irrevocably waives its right to a jury trial with respect to any and all actions, claims, and disputes in connection with this Agreement and the transactions contemplated hereby.

18. Entire Agreement : This document contains the entire agreement between the Parties with respect to the subject matter hereof, and neither Party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other Party except as set forth herein.

19. No Waiver : Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.

20. Authority : Each of the persons executing this Agreement represents and warrants that he/she is authorized to execute on behalf of, and to therefore bind, the entity, if any, indicated below.

21. No Verbal Amendment : This Agreement may not be amended, nor any obligation waived, except by a writing signed by both Parties hereto.

22. Counterparts : This Agreement may be executed in counterpart, by original or electronically transmitted signature, each of which shall be deemed to be an original, but all of which shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date set forth below.

Signature(s)