Business ERA Template

BUSINESS ERA TEMPLATE

This Business Electronic Remittance Agreement ("Agreement") is made and entered into as of Effective Date: by and between Provider Name: ("Provider") and Client Name: ("Client").

WHEREAS

WHEREAS, Provider operates systems to generate and transmit electronic remittance advice and related payment data and desires to provide such services to Client under the terms set forth herein;

WHEREAS, Client requires electronic remittance advice and related administrative and reconciliation services to support Client's receivables and payment processing; and

WHEREAS, the parties desire to set out their respective rights and obligations concerning the format, transmission, security, payment and retention of remittance information and any associated fees.

SCOPE OF WORK

Provider shall deliver electronic remittance advice (ERA) and associated reconciliation data in accordance with the specifications and delivery cadence agreed by the parties. Provider will make commercially reasonable efforts to ensure data integrity, mapping to Client's required formats, and timely transmission to Client or Client's designated processor.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the services rendered. Unless otherwise stated, all fees are stated in United States dollars and are exclusive of taxes for which Client is responsible.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Client shall also be responsible for Provider's reasonable collection costs.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon giving written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after written notice.

CONFIDENTIALITY

Each party ("Receiving Party") shall maintain the confidentiality of Confidential Information disclosed by the other party ("Disclosing Party"). "Confidential Information" includes non-public business information, remittance data, account mappings, and any information marked confidential or that reasonably should be understood to be confidential.

The Receiving Party shall not disclose Confidential Information except to its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. 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 known to Receiving Party prior to disclosure; or (c) is required to be disclosed by law, provided the Receiving Party provides prompt notice and cooperates with any lawful effort to limit or protect the disclosure.

REPRESENTATIONS, LIMITATION OF LIABILITY

Each party represents that it has the requisite power and authority to enter into this Agreement. Provider will perform services with commercially reasonable skill and care. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. AGGREGATE LIABILITY SHALL BE LIMITED TO THE FEES PAID OR PAYABLE BY CLIENT TO PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as either party may designate in writing.

REMITTANCE OPTIONS

Select the primary method(s) for delivery of electronic remittance advice and related files:

Electronic Funds Transfer (EFT / ACH)

Secure File Transfer Protocol (SFTP)

Encrypted Email (for small files only)

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

This Agreement, including all exhibits and attachments specifically incorporated herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets. If any provision is held unenforceable, the remaining provisions shall continue in full force and effect.

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