1. User agrees to protect in strict confidence, and agrees not to use or disclose, all Confidential Information of the Company. Confidential Information of the Company shall mean all non-public technical and business information pertaining to the Company, including the Merchant Comparison Tool software. In all events, Confidential Information shall include non-public inventions, discoveries and improvements provided or developed by the Company. User shall not permit any other person or entity to utilize the MCT software. 2. If and to the extent it is indicated above that User will provide Confidential Information of its own to the Company, the Company agrees to protect in strict confidence, and agrees not to use or disclose except for the Purpose shown above, all such Confidential Information of User. Confidential Information of User shall mean all non-public business information, including User’s client lists. 3. Each party shall refrain from disclosing the other party's Confidential Information except to employees who have a need to know such Confidential Information and are obligated to use and disclose such Confidential Information only for such purpose. No disclosure to or use by any other person or entity, including agents, subcontractors, or sublicensees, is permitted without the other party's prior written consent. 4. The foregoing notwithstanding, neither party shall be obligated to protect or restrict the use or disclosure of any information generally available to the public, independently developed by such party without reliance on Confidential Information of the other party, obtained from a third party who is under no restriction with respect to the use and disclosure of such information, or approved for unrestricted release by the other party in writing. In addition, either party may use and disclose Confidential Information of the other party where required by law, provided that it shall first notify the other party of such requirement and cooperate with respect to any reasonable steps available for the further protection of such Confidential Information. 5. No title or interest in or to any Confidential Information, or the MCT software, is granted hereunder. 6. This Agreement shall terminate upon written request of either party, whichever is earlier. Upon termination of this Agreement, each party shall return to the other party all materials and devices (including copies thereof) which contain or evidence Confidential Information required to be protected hereunder by that party. Following termination of this Agreement and the proper return of such materials and devices, the confidentiality obligations set forth hereunder shall continue in effect for a period of two (2) years, except that confidentiality obligations with respect to any technical information which constitutes a trade secret shall continue in effect for so long as the information remains a trade secret, and the provisions hereof regarding ownership shall continue in effect for so long as necessary to give full effect thereto. 7. Each party agrees that, in the event of any breach of any provision hereof, the aggrieved party will not have an adequate remedy in money or damages. Each party therefore agrees that, in such event, the aggrieved party shall be entitled to obtain injunctive relief against such breach in any court of competent jurisdiction, without the necessity of posting a bond even if otherwise normally required. Such injunctive relief will in no way limit the aggrieved party's right to obtain other remedies available under applicable law. 8. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their successors and assigns, except that no assignment of any rights in Confidential Information required to be protected hereunder by a party may be made by such party without the prior written consent of the party who benefits from such provision. The waiver of any provision in any instance shall not be construed as a waiver in all other instances. This Agreement shall be governed by Maryland law. 9. Where appropriate, references to the Company or User may include affiliates and subsidiaries, provided that they are bound by the obligations set forth herein.