Business ISO Letter

BUSINESS ISO LETTER — INDEPENDENT SALES ORGANIZATION AUTHORIZATION AGREEMENT

This Business ISO Letter (the Agreement) is entered into as of Effective Date: by and between ISO Name: with principal address:

and Client Name: with principal address:

RECITALS

WHEREAS, ISO is engaged in the business of marketing, soliciting and enrolling merchants for payment processing services and has the authority and expertise to provide such services on behalf of the Client; and

WHEREAS, Client desires to appoint ISO as a non-exclusive Independent Sales Organization to perform the services described in this Agreement and to rely upon ISO to act as an authorized representative for the limited purposes set forth herein; and

WHEREAS, the parties wish to set forth the terms, conditions, compensation and responsibilities applicable to the relationship between the parties.

SCOPE OF WORK

ISO shall perform sales, merchant onboarding, application facilitation, and related support services as described below. The following description sets out the principal duties, deliverables, and performance standards expected of ISO:

PAYMENT TERMS

Compensation for services shall be as follows. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

All invoices shall be submitted in writing and become due in accordance with the payment schedule. Client shall pay undisputed amounts when due. Disputes regarding invoiced amounts must be raised in writing within seven (7) business days of receipt. Interest on overdue undisputed amounts shall accrue at the rate set forth in the Late Payment Fee field above.

TERM AND TERMINATION

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

Either party may terminate this Agreement without cause by providing the other party the notice set forth in the Termination Notice Period field. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment obligations.

CONFIDENTIALITY

Each party (Recipient) agrees to hold in confidence and not disclose any Confidential Information of the other party (Discloser) except as necessary to perform its obligations under this Agreement. "Confidential Information" includes trade secrets, business plans, merchant data, pricing and financial information, and other non-public information disclosed in writing or in any tangible form or that would reasonably be understood to be confidential. Confidential Information does not include information that (a) is or becomes publicly known through no breach by Recipient; (b) is rightfully received by Recipient from a third party without restriction; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives prompt written notice and seeks to limit disclosure.

Recipient shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination of this Agreement, Recipient shall return or destroy Discloser's Confidential Information within thirty (30) days, subject to retention of one archival copy solely for compliance purposes.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that its execution and performance will not violate any other agreement to which it is a party. ISO further represents that it will perform services in compliance with applicable industry rules and applicable laws.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the governing state specified above, without regard to its conflict of law principles. The parties shall attempt to resolve disputes in good faith; if unresolved within thirty (30) days, disputes shall be resolved by binding arbitration in the governing state in accordance with the commercial arbitration rules applicable at the time.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct, or negligence. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense at the indemnifying party's expense.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification 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, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets. The headings in this Agreement are for convenience only and shall not affect interpretation. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

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