Business DebiCheck Document

Business DebiCheck Document

Recitals

WHEREAS, Payor Business: is engaged in commercial operations and has agreed to obtain services from Payee: ;

WHEREAS, the parties wish to establish an agreement under which Payor authorizes withdrawals from the Payor's business bank account by pre-authorized debit (DebiCheck) to pay amounts due to Payee under this Agreement; and

WHEREAS, both parties acknowledge that this authorization permits electronic debits and related adjustments, and that the parties intend this document to constitute a binding authorization and services agreement effective as of the Effective Date set forth below.

Agreement Details

Scope of Work

Describe services, deliverables, and performance standards to be provided by Payee under this Agreement. Include milestones, acceptance criteria, and any deliverable schedule.

DebiCheck Authorization and Banking Information

Payor hereby authorizes Payee and Payee's financial institution to initiate pre-authorized debits from the Payor's business account described below for amounts owing under this Agreement, including any adjustments for returned items or collection fees.

Type of Authorization: Recurring debits (ongoing scheduled payments) One-time debit (single payment)

Payment Terms

Amount to be debited per schedule:

Payment schedule and timing (describe months, days, or events when debits occur):

First scheduled debit date:     Final/anticipated end date (if applicable):

Late fee for overdue amounts:    or flat fee:

Term and Termination

This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Agreement, continues until the Completion Date specified below or until the parties otherwise agree in writing.

Completion Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Termination for material breach may be immediate if the breaching party fails to cure within a commercially reasonable period after written notice.

Confidentiality

Each party agrees to maintain in strict confidence all non-public business, technical, financial and other information disclosed by the other party and designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no wrongful act of the receiving party, is lawfully received from a third party without restriction, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party will not disclose Confidential Information to any third party except to employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Upon termination or request, the receiving party will promptly return or destroy the disclosing party's Confidential Information.

Returned Items, Adjustments and Revocation

Payor acknowledges that debits may be returned by the Payor's financial institution for insufficient funds, incorrect account information, or other reasons. Payor will be responsible for any fees assessed by Payee or Payor's financial institution for returned items and additional collection costs incurred by Payee. Payee may, in its discretion, suspend services pending resolution of returned items or unpaid amounts.

Payor may revoke this authorization by providing written notice to Payee at least the notice_period_days specified above and by providing the same to its financial institution as required. Revocation will not affect debits already processed prior to the effective date of revocation.

Governing Law and Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the state or province specified by the parties. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Agreement.

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations and agreements, whether written or oral. Any amendment or waiver must be in writing and signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Representations and Warranty; Authority

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement, to perform its obligations hereunder, and to grant the rights and authorizations granted herein. The person signing on behalf of each party represents that they are duly authorized to bind the party to this Agreement.

Additional Instructions / Special Provisions

Authorization Certification

By executing below, Payor certifies that the banking information provided is true and accurate, that Payor is authorized to allow DebiCheck withdrawals from the referenced account, and that Payor consents to the terms set forth in this Agreement. Payor acknowledges that authorization to debit this account remains in effect until the authorization is revoked in accordance with this Agreement.

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