1 Protection of PSI Merchant Relationships

The Representative acknowledges that PSI invests substantial time, money, and resources into developing merchant relationships, and that the Representative may have access to PSI merchants, prospective merchants, business information, and processing relationships.

During the Representative's relationship with PSI and for twelve (12) months following termination, the Representative agrees not to directly or indirectly solicit, induce, encourage, assist, facilitate, or participate in moving or transferring a PSI merchant to another payment processor or competing processing company when the merchant was:

• Boarded or originated through PSI by the Representative
• Assigned to or managed by the Representative
• A merchant with whom the Representative had material contact through PSI
• Otherwise obtained through the Representative's relationship with PSI

2 No Churning or Flipping

The Representative agrees that churning, flipping, diverting, or transferring PSI merchant processing relationships to another processor is prohibited.

The Representative shall not encourage or assist a PSI merchant in cancelling, reducing, transferring, or changing its processing relationship with PSI for the purpose of placing that business with another processor or competing organization.

The Representative shall not accomplish indirectly, through another person, agent, company, ISO, processor, or sales organization, anything the Representative is prohibited from doing directly under this Agreement.

3 Protection of PSI Sales Team

During the Representative's relationship with PSI and for twelve (12) months following termination, the Representative shall not directly or indirectly solicit, recruit, induce, or encourage any PSI employee, independent sales representative, agent, ISO, or other sales personnel with whom the Representative had material contact to leave PSI or move their sales activity, merchant portfolio, or business relationship to a competing company or processor.

General advertisements or general recruiting efforts that are not specifically directed toward PSI personnel shall not, by themselves, constitute a violation of this provision.

4 Confidential Information

The Representative agrees to maintain the confidentiality of PSI's non-public business information, including merchant information, merchant lists, pricing, processing information, residuals, leads, sales strategies, compensation information, and information concerning PSI's sales personnel.

5 Remedies

The Representative acknowledges that violation of this Agreement may cause PSI substantial and irreparable harm. PSI may seek injunctive relief and any other remedies available under applicable law for a violation of this Agreement.

6 Governing Law

This Agreement shall be governed by the laws of the State of Georgia, to the extent permitted by applicable law.