NDA - Non Disclosure Agreement

PAY LIVRE BRASIL SERVIÇOS DE PAGAMENTOS LTDA, a limited liability company incorporated and validly existing under the laws of Brazil with registration nº 34.559.748/0001-40, with its registered address at 350 Av. Cauaxi, rooms 903 e 904, Alphaville, Barueri – SP 06454020, Brazil refered as “Paylivre”.

Paylivre and Merchant, together called “Parties” and by themselves “Party”, compromise, by ruling of this Non-Disclosure Agreement, to not disclose, without previous authorization, any private or confidential information, abiding to the following clauses and conditions”.

WHEREAS

(A) Paylivre is a payments institution licensed and regulated by Central Bank of Brazil (BCB);

(B) The Parties wish to hold discussions for the purpose of considering, negotiating, advising, in relation to, or furthering a potential business collaboration and have entered into this Agreement in order to facilitate such discussions (the “Purpose”);

(C) In the course of discussing the Purpose or otherwise the Parties may disclose Confidential Information (as defined below).

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and each Party making its respective Confidential Information available to the otheParty on the terms set out herein, the Parties hereby agree as follows:

1. Definitions

1.1 “Affiliate” means any legal or natural person Controlling, Controlled by or under common Control with a Party (the term “Control” being defined in accordance with the term ‘controlling influence’;

1.2 “Provider” means a Party in its capacity as discloser of Confidential Information;

1.3 “Recipient” means a Party in its capacity as recipient of Confidential Information;

1.4 “Representative” its employees, directors, agents, advisors, and other representative and the employees, directors, agents, advisors, and other representative of any of its Affiliates.

1.5 “Confidential Information” shall mean in relation to a Provider or its Affiliates, all information in whatever form (including without limitation, written, oral, visual and electronic) including without limitation all knowledge, documents, information or materials whether of a technical, commercial, operational or financial nature or otherwise, the Provider and/or the Provider’s business affairs, knowhow, technology, business plans, research and development material, data, drawings, graphics, prototypes, presentations, trade secrets, patents, customer information, sales targets, sales statistics, prices of services, and other material of whatever description, whether subject to or protected by copyright, patent, trade mark, design, registered or unregistered or otherwise, which is made available by or on behalf of the Provide to the Recipient or its Representatives. For the avoidance of doubt, Confidential Information also includes, without limitation, any confidential information of the Provider and its Affiliates and any information, analyses, compilations, notes, studies, memoranda or other documents derived from, containing or reflecting such Confidential Information but excludes information which:

(i) is or becomes publicly available (other than as a result of disclosure by the Recipient or its Representatives contrary to the terms of this Agreement);

(ii) was available (as can be demonstrated by the Recipient’s written records or other reasonable evidence) to the Recipient or its Representatives to whom it is furnished hereunder free of any restriction as to its use or disclosure prior to its being so furnished;

(iii) becomes available to the Recipient or its Representatives (as can be demonstrated by the Recipient’s or such Representative’s written records or other reasonable evidence) from a source other than the Provider or its Representatives, which source is not known to be bound by any obligation of confidentiality to the Provider or its Representatives in relation to such information;

(iv) is independently developed by the Recipient or its Representative who does not have such Confidential Information and without any kind of use of the Provider’s Confidential Information (as can be demonstrated by the Recipient’s written records or other reasonable evidence) and does not relate to the Purpose.

2. Confidential Information

2.1 In consideration of the Provider disclosing Confidential Information, the Recipient undertakes to the Provider to:

(i) keep the Confidential Information relating to the Provider secret and confidential and not disclose, confirm or deny any of it to any person other than the Recipient’s Representatives who need to know the same for the Purpose on a need to know basis (“Permitted User”) and ensures that each Permitted User is made aware of and complies with the confidentiality obligations and restrictions under this Agreement as if it were a party hereto;

(ii) use the Confidential Information relating to the Provider, solely for the Purpose unless the Provider gives its prior written consent to such Confidential Information being used for some other agreed purpose;

(iii) keep the Confidential Information relating to the Provider and any copies thereof secure and in such a way so as to prevent unauthorized access by any third party, nor make any copies of it or reproduce it in any form (and in doing so applying at least the same degree of care as it applies to confidential information as it treats its own information of similar sensitivity);

2.2 Each Party shall at its own expense, on termination of this Agreement or at any other time, on receipt of a written demand from the Provider:

(i) return to the Provider or destroy all written Confidential Information provided to it or any other relevant person, provided that such receiving party is required to retain the Confidential Information strictly to the extent (and for the time) necessary in order to comply with its regulatory obligations where relevant; and

(ii) so far as it is practicable to do so (but, in any event, without prejudice to the obligations of confidentiality contained herein), expunge any Confidential Information from any computer, word processor or other device in its possession or under its custody and control;

2.3 Should the Recipient develop or assert that it has developed technology in the area of the Confidential Information, it shall bear the burden of establishing that it was independently developed and not based upon the Confidential Information.

2.4 The Confidential Information relating to the Provider, shall remain the property of the Provider and its disclosure shall not confer on the Recipient any rights over the Confidential Information whatsoever beyond those contained in this Agreement.

2.5 The Provider shall retain ownership of all intellectual property rights (whether registered or not including applications for registration of any such rights), including without limitation, patents, trademarks, domain names, copyrights and database rights it owns in the Confidential Information or any other material disclosed pursuant to this Agreement; nothing in this Agreement shall grant the Recipient any rights in or to the Provider’s intellectual property.

2.6 The Recipient shall promptly notify the Provider immediately upon discovery of unauthorized use, access or disclosure of the Provider’s Confidential Information and will cooperate to prevent further unauthorized use or disclosure.

3. Accuracy of Information

3.1 All Confidential Information is provided “as is”. The Provider and its Affiliates do not make any representations or give any warranties as to the accuracy, integrity, merchantability or completeness of the Confidential Information. The Recepient warrants and represents that unless expressly set out in writing between the Parties, the Recepient and its Affiliates do not and will not place any reliance on the accuracy, integrity or completeness of the Confidential Information. Notwithstanding the foregoing, the Provider and its Affiliates shall not have any liability to the Recepient for any losses, damages, costs or expenses incurred by the Recepient resulting from any reliance placed on the Confidential Information.

4. Permitted Disclosure

4.1 Notwithstanding anything to the contrary contained herein, the Recipient shall be allowed to disclose Confidential Information, provided strictly to the extent required by law, any court of competent jurisdiction, or any enquiry or investigation by any governmental or regulatory body which is lawfully entitled to require any such disclosure provided that, so far as it is lawful and practical to do so prior to disclosure, the Recipient shall:

(i) Promptly notify the Provider of such requirement with a view to providing the opportunity for the Provider to agree the timing and content of such disclosure or to seek an injunction preventing such disclosure or otherwise; and

(ii) Take all reasonable action to avoid and limit such disclosure.

5. Duration

This Agreement shall cover Confidential Information disclosed by the Parties both prior, on and subsequent to the date hereof. This Agreement shall be in effect as from the signature date and shall continue in full force unless one of the Parties issues a thirty (30) day prior written notification for termination. Notwithstanding the termination or expiration of this Agreement, the Recepient will refrain from disclosing any Confidential Information of the Provider for a period of ten (10) years from the date of execution of this agreement by both Parties.

6. Non-compliance

6.1 In the event of breach of its obligations arising out of this Agreement, the Recepient, hereby agrees and undertakes in advance to indemnify and hold the Provider harmless from all of its direct damages and losses.

6.2 The Recepient’s liability under this Agreement is limited with direct damages, and excludes any indirect or consequential damages or loss of profit.

7. No Lisence

7.1 No license or immunity under any patent, copyright, trade secret, or other intellectual property rights of the Provider is granted, implied or created under this Agreement.

8. Versions

8.1 The Agreement has been drawn up in English and Portuguese. The Parties hereby agree that in any disputes arising from The Agreement the English version shall prevail.

9. No warranties

9.1 No warranty concerning the Confidential Information in any nature will be made under this Agreement, either expressly or by implication or otherwise. This Agreement will not express or indicate, expressed or implied any intention or obligation of either party hereto, including but not limited to, the obligations of the negotiation regarding the business transactions or of purchase of any products.

10. Entire Agreement & Severability

10.1 This Agreement constitutes the entire understanding between the parties concerning the treatment of information to which this Agreement relates, and supersedes all previous and contemporaneous understandings, agreements, communications and representations between the parties respecting the subject matter hereof. No modification of this Agreement will be binding on either party unless embodied in writing and signed by both parties.

10.2 Should any provision of this Agreement be or become invalid, illegal or unenforceable such invalidity or unenforceability shall not affect the validity of the Agreement. In such case the parties shall negotiate with a view to substituting for the invalid or unenforceable provision with a provision which comes closest to the original understanding and intentions of the parties.

11. Notices

11.1 Any notice, claim or demand in connection with this Agreement shall be given in writing to the relevant Party at the address stated above or such other address as previously notified to the other Party.

12. Assignment

12.1 Neither Party may assign this Agreement to any other company, person, firm or entity without the prior written consent of the other.

13. Waiver

13.1The waiver by the Provider of any breach or default of this Agreement shall not be construed as a waiver of any subsequent breach, default or any other obligations or duty, and will not act to amend or negate the rights of the Recipient.

14. Governing law and jurisdiction

14.1 This Agreement will be governed by and construed in accordance with the laws of Brazil.

14.2 Each Party submits to the exclusive jurisdiction of the brazilian courts as regards any claim or matter arising under this Agreement.