This Listing Agreement outlines the terms and conditions regarding the use by Program Sponsor (“Sponsor”) of Prepaid Resources’ PEARLS™ Provider Referral Listing Service.

The PEARLS™ Provider Referral Listing Service.

Prepaid Resources maintains and operates the PEARLS™ Provider Referral Listing Service (PEARLS). Prepaid Resources has been contracted by independent card program managers (In-Network Providers) to secure leads to Sponsors seeking to develop or enhance prepaid debit card programs (“Program Opportunity”). Prepaid Resources obtains leads by enlisting Sponsors into PEARLS; ascertaining their Program Opportunity requirements; matching the Program Opportunity to compatible In-Network Providers and assisting those Sponsors to effectuate a definitive service agreement with a selected In-Network Provider (the “Definitive Service Agreement”).

Listing Engagement.

Sponsor engages Prepaid Resources to enlist Program Opportunities in PEARLS throughout the proscribed term (“Subscription Period”). Sponsor pays a listing fee to Prepaid Resources based on the length of the selected Subscription Term. To effectuate each listing, Sponsor provides Prepaid Resources with detailed information regarding its Program Opportunity. Prepaid Resources extracts these details to identify the information that an In-Network Provider shall reasonably require in evaluating the Sponsor, its Program Opportunity and such other considerations (collectively, “Requirements”) that may lead to the Definitive Service Agreement. Prepaid Resources shall utilize its best efforts to match Sponsor’s Program Requirements with In-Network Provider capabilities, connect Sponsor to compatible In-Network Providers and assist Sponsor in securing and evaluating competitive service proposals. Prepaid Resources does not guarantee the performance of referred In-Network Providers.

Miscellaneous.

• Access to Information. Sponsor grants to Prepaid Resources the right to publish a general listing description of Sponsor’s Program Opportunity for the purpose of enabling Prepaid Resources to perform its responsibilities hereunder.
• Confidentiality. Sponsor authorizes Prepaid Resources to discuss the Program Opportunity with In-Network Providers. Sponsor shall, in its discretion, enter into separate non-disclosure agreements with In-Network Providers so that it may provide access to all information reasonably requested concerning Sponsor's business and Program Opportunity. Prepaid Resources shall not be liable for the unauthorized disclosure by an In-Network Provider of Sponsor's confidential information.
• Good Faith Negotiations. Sponsor agrees in good faith to negotiate and work with Prepaid Resources and referred In-Network Providers towards the execution of a Definitive Service Agreement.
• Public Announcement. Sponsor and Prepaid Resources mutually agree that no party shall issue any press release or make any public announcement of the contemplated or executed Definitive Service Agreement, or any proposed terms and conditions, without the prior written consent of the other party, except where a public announcement is required by law.
• Ownership. The parties hereto acknowledge and agree that no right, title or interest to any tangible or intangible property owned by, or licensed to, a party is transferred or otherwise conferred to the other party pursuant to this Listing Agreement.
• Expenses. Each party shall pay its own fees and expenses and those of its agents, advisors, attorneys and accountants with respect to the negotiation of this Listing Agreement and the resulting Definitive Service Agreement.
• Termination. This Listing Agreement shall terminate upon the conclusion of the Subscription Period.

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