ATTACHMENT 4_Key Confidentiality Agreement.doc

Attachment 4

08/11 Key Confidentiality Agreement In consideration for Vantiv, LLC ("Vendor") agreeing to make available to the undersigned (hereinafter "Customer") and/or its Agent (defined below) a single hard copy of a PIN encryption key ("Confidential Information"), Customer hereby agrees to the following Confidentiality Agreement Terms.

Confidentiality Agreement Terms

Customer acknowledges that the Confidential Information is highly confidential and, if disclosed, could result in substantial damage to Vendor and/or third parties. Customer agrees not to duplicate or disclose the Confidential Information, in whole or in part, to any party without the prior written consent of Vendor. Customer shall keep the Confidential Information in a secure location and shall comply in all respects with any procedures that may be supplied by Vendor to Customer for implementation of the key encryption process (the “Procedures”), including but not limited to the procedures set forth in this Key Confidentiality Agreement (the “Agreement”) and the procedures of any card network.. Any PIN key information provided after the execution of this Agreement shall be deemed Confidential Information hereunder. Customer shall comply with the rules of any card network or association related to PIN key management, and shall further comply with the Payment Card Industry Data Security Standard (“PCI-DSS).

In the event that Customer uses an agent (“Agent”) which will be receiving the Confidential Information in connection with its relationship with Customer and/or tasks to be performed on Customer’s behalf, such Agent hereby agrees to comply with the obligations of Customer described in this Agreement and Customer shall ensure that Agent shall comply with the terms of this Agreement and shall further comply with any procedures supplied by Vendor to Customer and/or Agent for implementation of the key encryption process, including but not limited to the procedures set forth in this Agreement. The parties acknowledge that, at the direction of Customer, Vendor may provide the Agent with the Confidential Information in lieu of providing it to Customer, which shall not alter the obligations of Customer hereunder.

Customer agrees that Vendor may periodically audit Customer and/or Customer’s office(s) and/or place(s) of business, during normal business hours, to ensure compliance with this Agreement and the Procedures. Customer shall immediately notify Vendor in the event of any suspected violation of any of the Procedures and/or of any known or suspected unauthorized disclosure or compromise of the Confidential Information.

Customer will indemnify and hold Vendor, its directors, officers, employees, affiliates and agents and/or any third party harmless from all proceedings, claims, liabilities and expenses whatsoever (including attorneys fees) arising out of any disclosure of the Confidential Information, or by reason of any breach or nonperformance of any provision of this Agreement by Customer or its Agent. If applicable, Agent will indemnify and hold Vendor, its directors, officers, employees, affiliates and agents and/or any third party harmless from all proceedings, claims, liabilities and expenses whatsoever (including attorneys fees) arising out of any disclosure of the Confidential Information, or by reason of any breach or nonperformance of any provision of this Agreement by Agent.

This Agreement may be terminated by either Vendor or Customer upon sixty (60) days prior written notice to the other party and in such event Customer shall immediately return to Vendor all Confidential Information including any and all copies, memoranda, materials, other papers and copies relating to the Confidential Information. Any and all obligations hereunder shall continue for a period of five (5) years after the termination of this Agreement.

Vendor will deliver the Confidential Information only after Vendor receives a legible fully-executed copy of this Agreement from Customer. Customer shall also forward an executed original of this Agreement to Vendor. Customer has caused this Agreement to be executed by a duly authorized officer as of the date set forth below.

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Agent:

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