EMPLOYEE TRADE SECRET, CONFIDENTIAL INFORMATION AND POST-EMPLOYMENT RESTRICTION AGREEMENT

Exhibit 10.03

EMPLOYEE TRADE SECRET, CONFIDENTIAL INFORMATION
AND POST-EMPLOYMENT RESTRICTION AGREEMENT

Employer: MoneyGram International, Inc., including its direct and indirect subsidiaries, affiliates, predecessors, successors, and permitted assigns.

Effective as of the date on which Employee signs this Agreement, Employee agrees as follows:

1.1 Employer is currently engaged in the following businesses:

(a) providing payment services through independent agents and Employer-owned retail locations in the United States and internationally, which payment services include, but are not limited to, money transfers, money orders, bill payment services, stored value cards and related products and services;

(b) providing payment services via the Internet, kiosks, automated teller machines and other unmanned media in the United States and internationally, which payment services include, but are not limited to, money transfers, money orders, bill payment services, stored value cards and related products and services;

(c) providing bill payment services in the United States and internationally to industries that include, but are not limited to, the credit card, debit card, mortgage, automobile finance, telecommunications, satellite television, cable television, property management and collection industries;

(d) processing of official checks and provision of related services for financial institutions, either directly or through trusts or other business entities; and

(e) providing banking and processing services for payments such as rebates/refunds, gift certificates and government payments.

1.2 Employer conducts its business and is engaged in competition in a nationwide market; in the case of its money transfer businesses, Employer’s business and competition are conducted globally.

1.3 Employer desires to protect its legitimate proprietary interests, including but not limited to its confidential business information and trade secrets.

Employee acknowledges that for and in consideration of the agreements and covenants made herein, Employer has agreed to award a non-qualified stock option (“Option”) to Employee pursuant to a MoneyGram International, Inc. 2005 Omnibus Incentive Plan Non-Qualified Stock Option Agreement (“Option Agreement”).

Employee further acknowledges that he or she has had an opportunity to review this Agreement and the Option Agreement in their entirety and to consult with Employee’s attorney and other advisors prior to signing this Agreement.

3.1 During the course of Employee’s employment, he or she has had and will have access to and gain knowledge of the highly confidential and proprietary information (“Confidential Information”) and trade secrets which are the property of Employer, or which Employer is under an obligation not to disclose, including but not necessarily limited to the following: information regarding the Employer’s clients and prospective clients, information regarding Employer’s development of enhanced or new payment services, the financial terms of Employer’s contracts and proposed contracts, the expiration dates of such contracts, the key contact individuals at each client location, the transaction volume and business features of each client and/or location, business plans, marketing plans and financials, reports, data, figures, margins, statistics, analyses and other related information, and any other information of whatever nature which gives Employer an opportunity to obtain a competitive advantage over its competitors who do not know or use it. In addition, Employer’s Confidential Information and trade secrets include the means by which Employer provides its services including but not limited to its organizational structure, technology, management systems, software and computer systems.

3.2 Employee agrees to use best efforts and the utmost diligence to guard and protect Employer’s trade secrets and Confidential Information, and Employee agrees that Employee will not, during or after the period of Employee’s employment by Employer, use or disclose, directly or indirectly, any of Employer’s trade secrets or Confidential Information which Employee may develop, obtain or learn about during or as a result of Employee’s employment by Employer, unless previously authorized to do so by Employer in writing. Employee acknowledges that the Confidential Information and trade secrets are owned and shall continue to be owned by the Employer and that misuse, misappropriation or disclosure of this information could cause irreparable harm to Employer both during and after the term of Employee’s employment.

4.1 Definitions : For purposes of Section 4, the following terms have the meanings indicated:

(a) A “Conflicting Product or Service” means any product, or process, or service in existence or under development, which is the same as or similar to or improves upon or competes with or is intended to replace or serve as an alternative to, a product, process, or service rendered by Employer or which is under development by Employer or the subject of a pending acquisition or license by Employer or as to which Employer is actively negotiating to provide services through a business alliance relationship, and

(i) which Employee either worked on, performed or sold during his or her last twenty-four (24) months of employment by Employer; or

(ii) about which Employee acquired Confidential Information as a result of his or her employment by Employer.

(b) A “Conflicting Organization” means any business that is a Customer (as defined below), or any other person or organization (including one owned in whole or in part by Employee) which is engaged in or is about to become engaged in the research on, or the development, production, marketing or sale of a Conflicting Product or Service.

(c) A “Customer” means any current customer or agent or any prospective or former customer or agent of Employer with which Employee had any contact or about which Employee had access to Confidential Information or trade secrets at any time during the twenty-four (24) months preceding Employee’s termination of employment with Employer.

4.2 Employment with a Conflicting Organization . Employee agrees that, for a period of twelve (12) months following Employee’s termination of employment, and in exchange for the consideration described in S