CONFIDENTIAL & PROPRIETARY
NEED TO KNOW DISCLOSURE ONLY
Mutual Confidentiality and Nondisclosure Agreement
This Mutual Confidentiality and Nondisclosure Agreement (the “Agreement”) is made by and between Payment Brokerage, a New
York corporation (referred to hereinafter as “Payment-B”), with principal offices at 16 Jordan St, Skaneateles, NY 13152 and
(Referred to hereinafter as “BUYER”), (each also sometimes referred to as a “Party” and collectively as the “Parties”),
and is entered into and deemed effective as of (the “Effective Date”).
WHEREAS, BUYER wishes to utilize the business brokerage services of Payment-B to learn about, evaluate, and facilitate a
purchase-sale transaction to enable BUYER to purchase one or more Payment businesses (the “Relationship”), during the course of
which each Party has and will disclose to the other Party its, and in the case of Payment-B also its client’s, Confidential Information (as
defined below); and
WHEREAS, the Parties wish to protect their (and Payment-B’s client’s) respective confidential and proprietary business information (as
defined hereunder) that has or will be disclosed by either Party to the other Party,
NOW, THEREFORE, in exchange for the mutual promises, covenants and agreements set forth herein, and for other good and
valuable consideration, the sufficiency and receipt of which is hereby acknowledged and accepted, the Parties on behalf of
themselves and their affiliates agree as follows:
1. This Agreement will govern the use and protection of such Confidential Information disclosed by a Party (the “Disclosing Party”),
whether before, on or after the date of this Agreement, to the other Party (the “Receiving Party”) in the course of their discussions
and negotiations regarding exploration, consummation, and effectuation of the Relationship. Disclosure to an employee, agent,
contractor, advisor, counselor, affiliate, owner, partner, officer, director or any other such representative of a Party shall constitute
disclosure to their respective Party.
2. “Confidential Information” of a Party means and includes, without limitation, all of the Disclosing Party’s (and in the case of Payment-
B also its client’s) present or future client or business contacts, current business and client relationships, service offerings,
products, inventions, formulae, trade secrets, know-how, processes and procedures, methodologies, software programs, related
product documentation, business plans, business methods and strategies, investment methods and strategies, sales and
marketing information, customer names, identities and lists or compilations, contracts and contract terms, investment criteria, data,
legal strategies and work products, and any other business, financial or technical information that is marked or otherwise identified
as confidential or proprietary, or that the Receiving Party knows or should reasonably know is confidential or proprietary business
information.
3. Receiving Party agrees:
(a) To use the highest degree of care to protect the Confidential Information from disclosure to third parties, and no less care than
it uses to protect its own confidential and proprietary business and technical information of a similar nature (but in no event less
than a reasonable degree of care);
(b) Except as otherwise permitted herein, to not distribute to, nor discuss with, any third parties (including through any public
display), nor provide or convey any such Confidential Information by any means whatsoever;
(c) To not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that embody the
Confidential Information, unless written consent for such action(s) is first received from Disclosing Party;
(d) To limit the internal disclosure of the Confidential Information to those employees, contractors, agents, advisors, counselors,
affiliates and other similar representatives having a need to know such information in connection with the Relationship and that
have agreed to abide by non-disclosure terms at least as protective of the Confidential Information as those set forth herein;
(e) To use the Confidential Information solely to carry out discussions and negotiations concerning, and the undertaking of, the
Relationship and for no other purpose whatsoever. The Receiving Party will not reproduce Confidential Information of the
Disclosing Party except as required for the Relationship.
4. Notwithstanding the above, Receiving Party shall not have liability to Disclosing Party with regard to the disclosure of any
Confidential Information which Receiving Party can prove:
(a) Was in the public domain at the time it was disclosed by Disclosing Party or subsequently entered the public domain
through no fault of Receiving Party;
(b) Was known to Receiving Party, without restriction, at the time of disclosure, as demonstrated by written documentation in
existence at the time of Receiving Party’s receipt of the Confidential Information;
(c) Is disclosed with the prior written approval of an authorized representative of Disclosing Party;
(d) Becomes known to Receiving Party from a source other than Disclosing Party, without breach of this Agreement by
Receiving Party and otherwise not in violation of Disclosing Party’s rights under any other agreement; or
(e) is disclosed pursuant to the binding order or requirement of a court, administrative agency, or other governmental body of
authority; provided, however, that Receiving Party shall have, if legally permissible, provided advance notice to Disclosing Party to
allow it an opportunity to seek a protective order or otherwise prevent or restrict such disclosure. Receiving Party shall reasonably
cooperate with Disclosing Party in seeking to prevent or restrict such disclosure, provided that such cooperation will not require
Receiving Party to incur any unreimbursed costs.
5. Upon written request of Disclosing Party at any time in Disclosing Party’s sole discretion, Receiving Party must, within ten (10)
days of such request, return to Disclosing Party all Confidential Information received in written or tangible form, including any
copies thereof and notes related thereto, and including documents or other media containing or based upon such Confidential
Information. At Disclosing Party’s option, any documents or other media provided to Receiving Party or developed by
Receiving Party containing or based upon the Confidential Information of Disclosing Party, may be destroyed by the Receiving Party, provided that an authorized representative of Receiving Party supplies Disclosing Party with a certificate attesting to such
destruction within the same ten (10) day period.
6. The obligations of confidentiality under this Agreement shall remain in place and will only expire five (5) years following the
Effective Date of this Agreement, except as may be otherwise provided herein. Notwithstanding such expiration of this Agreement
all Confidential Information that constitutes a trade secret under New York law shall remain subject to the confidentiality and non-
disclosure obligations of this Agreement for so long as such Confidential Information remains a trade secret.
7. Confidential Information remains at all times the property of the Disclosing Party. Nothing in this Agreement shall be construed
as granting any license or any other rights to a Receiving Party under or to any patents, copyrights, trademarks, inventions or any
other intellectual property rights of the Disclosing Party, nor shall this Agreement grant Receiving Party any rights in or to
Disclosing Party’s Confidential Information other than the limited right to review and use such Confidential Information solely in
connection with the Relationship. Receiving Party understands that nothing in this Agreement requires the disclosure of any
Confidential Information. Confidential Information shall be disclosed, if at all, solely at Disclosing Party’s option. The Parties also
understand and agree that nothing in this Agreement requires either Party to proceed to consummate any specific sales
transaction in the course of the Relationship in connection with which the Confidential Information may have been disclosed.
8. THE CONFIDENTIAL INFORMATION DISCLOSED UNDER THIS AGREEMENT IS DELIVERED “AS IS” AND THE
DISCLOSING PARTY MAKES NO REPRESENTATION OF ANY KIND WITH RESPECT TO THE ACCURACY OF SUCH
CONFIDENTIAL INFORMATION OR ITS SUITABILITY FOR ANY PARTICULAR USE.
9. The Parties each expressly agree that due to the unique nature of Disclosing Party’s Confidential Information, monetary
damages alone would be inadequate to compensate the Disclosing Party for any breach by the Receiving Party of its covenants
and agreements set forth in this Agreement. Each Party acknowledges that Disclosing Party may take all reasonable steps to
protect its Confidential Information, including, but not limited to, seeking injunctive relief and any other remedies available at law or
in equity in the event Receiving Party breaches, threatens to breach or acts in a manner that the Disclosing Party may reasonably
believe that Receiving Party intends to breach its confidentiality obligations under this Agreement. In such case, the Receiving
Party agrees not to (a) raise a threshold legal objection to issuance of injunctive relief to prevent or stop such improper disclosure,
or (b) seek to have a bonding requirement imposed upon Disclosing Party as a precondition to the issuance of such injunctive
relief.
10. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon each Party’s successors and
assigns, provided, however, that each Party’s obligations hereunder may not be assigned without the other Party’s prior written
consent, which will not be unreasonably withheld. Nothing in this Agreement, express or implied, is intended to confer upon any
third party or and their respective permitted successors and assigns any rights, remedies, obligations, or liabilities under this
Agreement, except as expressly provided in this Agreement. All additions or other modifications to this Agreement or its terms
must be made in a writing referencing this Agreement and signed by both Parties. This Agreement supersedes all prior
discussions and writings between the Parties, if any, and constitutes their entire agreement with respect to the subject matter
hereof. This Agreement will be governed by and interpreted in accordance with the laws of the State of New York, excluding
application of its choice of law provisions. An action to enforce this Agreement or its terms shall be solely and exclusively brought
in a New York state court with subject matter jurisdiction over the action and located in Onondaga County, New York, USA, or, if
applicable, in U.S. Federal District Court for the Northern District of New York. The Parties each freely acknowledge the existence
of a significant nexus with this geographical location and freely submit to personal jurisdiction there for purposes of entering into
and, as necessary, enforcing or interpreting the terms of this Agreement.
11. If any provision of this Agreement is determined to not be legally enforceable in whole or in part, the remaining provisions of
this Agreement shall not be affected thereby and the Parties will work cooperatively and in good faith to modify the Agreement to
give effect to the original intent of the Parties with respect to such unenforceable provision(s) through adoption of an appropriate
amendment to this Agreement.
12. This Agreement may be executed on separate copies, any one of which need not contain signatures of more than one Party,
but all of which taken together will constitute one and the same fully executed Agreement. An electronic PDF version of any
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signature to this Agreement shall be given the same legal force and effect, and deemed the same for all purposes, as if were an
original handwritten signature hereto.
13. Each Party will indemnify, hold harmless and defend the other from any and all third-party actions, claims, judgments and
expenses (including reasonable attorneys’ fees and court costs) resulting from disclosure by that Party to the other Party of
Confidential Information that is or is alleged to be a third-party's confidential information that has been wrongfully disclosed. Each
Party shall notify the other promptly of written claims or demands against such Party for which the other is responsible hereunder.
Each Party shall cooperate fully with the other, and the indemnifying Party shall pay for the costs of and control any required legal
defense and the right to litigate, settle, appeal (provided it pays the costs of any required appeal bond), compromise or otherwise
deal with any such claim or resulting judgment; provided that such settlement, compromise or other resolution of such claim does
not result in any liability to the indemnified Party absent its prior written approval. The indemnified Party may elect to undertake its
own defense of any claim, in which case the indemnifying Party will be excused from its indemnification obligations with respect to
that (but not any other) claim hereunder. Except as expressly stated herein, neither Party makes any representation or warranty,
express or implied, about, for or in connection with the Confidential Information that it discloses to the other.
14. The exchange of Confidential Information between the Parties is not and does not create a partnership, joint venture, or any
other form of legal entity, business enterprise or other relationship between the Parties. Any business relationship between the
Parties with respect to the Relationship is intended solely to be that of an independent contractor.
15. Any notice required or permitted to be given hereunder shall be (a) in writing, (b) effective on the first business day following
the date of receipt, and (c) delivered by the United States Postal Service, first class, certified mail, return receipt requested,
postage prepaid, or by a nationally recognized overnight courier service, with delivery receipt confirmation required, to the above
listed names and addresses or to such other addresses of which a Party has been advised by the other Party in writing using the
above-described means and information.
16. Pronouns used herein shall be construed as masculine, feminine, or neutral, and both singular and plural, as the context may
require and the term “person” includes an individual, corporation, limited liability company, association, partnership, limited
partnership, limited liability partnership, trust, and other such entities or business organizations. The term “affiliate” means any
person controlling, controlled by, or under common control with another person, and “control”, for purposes of this definition and
the Agreement, means the power to vote ten percent (10%) or more of the equity securities or comparable interests (or to manage
the affairs) of the controlled person. The word “include” and derivations thereof shall not be construed as terms of limitation. The
words “day,” “month,” and “year” mean, respectively, calendar day, calendar month and calendar year, and the words “writing” or
“written” mean preserved or presented in retrievable or reproducible written form, whether in a hard copy, facsimile, email or other
electronic format.
17. In the course of their dealings, each Party may obtain confidential customer and partner information, and ultimately may
establish relationships with customers and strategic business partners of the other Party. Both Parties agree that they will not,
during the term of this Agreement and for two years following its termination, attempt to develop any independent relationships or
arrangements of any kind, consummate business relationships, enter into joint projects or activities or otherwise deal with the
customers or strategic business partners of the other Party in a manner that would be adverse to the Relationship or would
damage or materially diminish the interests of the Party originating the introduction to/relationship with the customer or strategic
business partner.
18. This Agreement is intended to specifically (a) cover and protect any and all Confidential Information of the Parties and their
affiliates that is provided by one Party to the other Party pursuant or with respect to the Relationship; and (b) bind and obligate the
Parties and their affiliates to the terms and conditions of this Agreement. For purposes of this Agreement, the term “affiliates”
means any person or entity controlling, controlled by, or under common control with a Party or any of its principal owners or their
family members or significant others, and “control”, for purposes of this definition, means the power to vote ten percent (10%) or
more of the equity securities or comparable interests (or to manage or participate in managing the affairs) of the controlled person.
IN WITNESS WHEREOF, Payment BROKERAGE (“Payment-B”) has caused this Mutual Confidentiality and Nondisclosure Agreement to be
executed by its duly authorized representative, effective as of this day of 2025.
Payment BROKERAGE (“Payment-B”)
IN WITNESS WHEREOF, BUYER has caused this Mutual Confidentiality and Nondisclosure Agreement to be executed by its duly
authorized representative, effective as of the effective date or date of signing.
