Business CNP Template

BUSINESS CNP TEMPLATE

Client Name:    Service Provider Name:

Effective Date:

WHEREAS

WHEREAS, Client Name is engaged in the business of selling goods and/or services remotely and requires card-not-present transaction processing services for payment acceptance and settlement; and

WHEREAS, Service Provider Name is qualified to provide electronic payment processing, authorization and settlement services specifically for card-not-present transactions and agrees to provide such services pursuant to the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Work

Service Provider will provide card-not-present transaction processing services (the "Services") which include authorization, settlement, reconciliation, reporting, and related technical integration assistance. Services shall be performed in accordance with customary industry standards and applicable payment network rules.

2. Payment Terms

Fees for the Services shall be as set forth below. Unless otherwise stated, all amounts are expressed in the currency indicated by the parties.

Overdue payments shall accrue interest at the rate of % per month, or the maximum rate permitted by law, whichever is less, counted from the date payment was due until paid. A minimum late fee of may be applied to each delinquent invoice.

3. Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment of fees, chargebacks, refunds, or indemnity obligations.

4. Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose or use for any purpose other than the performance of its obligations under this Agreement any non-public information disclosed by the other party (the "Disclosing Party"), including cardholder data, transaction details, pricing, technical integration information, and business plans ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in Receiving Party's possession prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

5. Data Security and Compliance

Service Provider shall implement and maintain reasonable administrative, technical and physical safeguards to protect cardholder data and other sensitive information. Client shall comply with applicable card network rules and required security standards for card-not-present transactions. Each party shall promptly notify the other upon becoming aware of any security incident affecting the other's Confidential Information or cardholder data.

6. Liability and Indemnification

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its gross negligence, willful misconduct, or breach of this Agreement, including claims relating to fraudulent transactions or failure to secure cardholder data. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability shall exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

8. Entire Agreement

This Agreement, including any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an acquirer or affiliate provided such assignee assumes Service Provider's obligations.

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