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This Agreement is made this day between Debt Zero Processing, whose address is 1902 Wright Place, Ste 200, Carlsbad CA 92008 ("DEBT ZERO"), and applicant whose name appears on application above ("Company"). DEBT ZERO is in the business of debt settlement services for consumers and companies in an administrative outsource arrangement (the "Process"). Company and DEBT ZERO recognize that for the purposes of evaluating whether to enter into a business relationship (the "Business Purpose") there is a need to disclose to one another certain confidential information of each party and to protect such confidential information from unauthorized use and disclosure.

1. Definition. The term "Confidential Information" shall mean any confidential, proprietary and trade secret information of the disclosing party which is (a) delivered in a tangible form that bears a "confidential," "proprietary," "secret," or similar legend, and (b) discussions relating to such information whether those discussions occur concurrent with, or following disclosure of the information, provided that such discussions are summarized in writing within thirty (30) days of disclosure. The Process and related documentation are hereby deemed to be the Confidential Information of DEBT ZERO.
2. Obligations of Receiving Party. Each party agrees (i) to hold the other party's Confidential Information in strict confidence, (ii) not to disclose such Confidential Information to any third parties, and (iii) not to use any Confidential Information for any purpose except for the Business Purpose. Each party may disclose the other party's Confidential Information to its responsible employees and contractors with a bona fide need to know who have signed a nondisclosure agreement at least as protective of the disclosing party’s rights as those terms and conditions applicable to the receiving party under this Agreement, but only to the extent necessary to carry out the Business Purpose. The receiving party will treat all of the disclosing party's Confidential Information with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. The receiving party will not make any copies of the Confidential Information received from the disclosing party except as necessary for its employees and contractors with a need to know to carry out the Business Purpose. Any copies which are made will be identified as belonging to the disclosing party and marked "confidential," "proprietary" or with a similar legend. Each party agrees to instruct all such employees not to disclose such Confidential Information to third parties, including consultants, without the prior written permission of the disclosing party.
3. Specification. It is the understanding and agreement of both parties that Debt Zero from time to time employ third party processing and legal services to assist in the maintenance and customer service provided to all clients. These preexisting exclusive relationships operate under an exclusive contract and the introduction and/or integration of any exclusive relationship with Receiving Party "Company" shall remain confidential and be considered a proprietary trade secret of Debt Zero."Company" agrees not to contact or engage in business relations directly or indirectly with any preexisting exclusive relationship without written consent from Debt Zero.
4. Exclusions. Confidential Information will not include information which: (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public; (ii) was acquired by the receiving party before receiving such information from the disclosing party and without restriction as to use or disclosure; (iii) is hereafter rightfully furnished to the receiving party by a third party, without restriction as to use or disclosure; (iv) is information which the receiving party can document was independently developed by the receiving party; or (v) is disclosed with the prior written consent of the disclosing party.
5. Governmental Disclosures. A disclosure by the receiving party of the Confidential Information of the disclosing party either (a) in response to a valid order of a court or other governmental body, or (b) as otherwise required by law, shall not be considered a breach of this Agreement by such receiving party or a waiver of confidentiality for other purposes; provided, however, such receiving party shall provide prompt written notice thereof to such disclosing party to enable such disclosing party to seek a protective order or otherwise prevent such disclosure.
6. Return of Confidential Information. Upon the disclosing party's request, the receiving party will promptly return to the disclosing party all tangible items containing or consisting of the disclosing party's Confidential Information and all copies thereof.
7. Ownership. Each party acknowledges that all of the disclosing party's Confidential Information is owned solely by the disclosing party (or its licensors). Each party recognizes and agrees that nothing contained in this Agreement will be construed as granting any rights to the receiving party, by license or otherwise, to any of the disclosing party's Confidential Information except as specified in this Agreement.
8. Warranty. All Confidential Information is provided "AS IS" and without any warranty, express, implied or otherwise, regarding such Confidential Information’s completeness, accuracy or performance.
9. Injunctive Relief. A breach by the receiving party of any of the promises or agreements contained herein may result in irreparable and continuing damage to the disclosing party for which there will be no adequate remedy at law, and the disclosing party shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).
10. Term and Termination. This Agreement will remain in effect for three (3) years from the date of the last disclosure of Confidential Information, at which time it will terminate. Sections 1, 2, 3, 7, 8, 9, 10, and 11 of this Agreement shall survive any termination of this Agreement.
11. General. This Agreement may not be assigned by either party, by merger, operation of law or otherwise, without the prior written consent of the other party, and any attempt to assign the Agreement without such consent will be null and void. If any provision of this Agreement shall be held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect, and the provision or portion thereof affected shall be construed so as to be enforceable to the maximum extent permissible by law. The waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. This Agreement will be construed, interpreted, and applied in accordance with the laws of the State of California (excluding its body of law controlling conflicts of laws). This Agreement constitutes the complete and exclusive statement regarding the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.

By checking the box below Company verifies he/she has completely read and understands to the best of their knowledge the terms of this Non-Disclosure Agreement. Should any portion be unclear Company will seek legal counsel prior to entering this agreement.