Business MCAN Package

Business MCAN Package

This Business MCAN Package ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages Service Provider to perform certain consultancy, compliance, and administrative services related to Merchant Change Authorization Notices and ancillary business processes described herein; and

WHEREAS, Service Provider has the expertise, personnel, and systems necessary to prepare, review, and transmit Merchant Change Authorization Notices ("MCANs") and related documentation in accordance with industry standards and the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, fees, confidentiality obligations and other terms governing the provision of such services.

SCOPE OF WORK

Service Provider will perform the services enumerated above (the "Services") in a professional and workmanlike manner consistent with prevailing industry standards. Any material changes to the Scope of Work shall be documented in a written change order signed by both parties prior to commencement of the changed work.

PAYMENT TERMS

Compensation: Client shall pay Service Provider a total fee of (USD) for the Services described herein, subject to the schedule below.

Invoices shall be issued in accordance with the Payment Schedule. Client shall pay all undisputed invoices within days of receipt. Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Late Fee: A late fee equal to % per month of the overdue balance shall apply to amounts not paid within the payment period.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party with written notice of termination at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, including but not limited to business processes, merchant account information, MCAN content, pricing, customer lists, and non-public financial information.

Obligations: Each party shall (i) protect Confidential Information using at least the same standard of care it uses to protect its own confidential information, (ii) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein, and (iii) not use Confidential Information for any purpose other than performing its obligations under this Agreement.

Exceptions: Confidential Information does not include information that is or becomes public through no fault of the receiving party, is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without restriction. Disclosure required by law shall be made only after prompt notice to the disclosing party and, where possible, an opportunity to seek protective measures.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising out of this Agreement.

REPRESENTATIONS, INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party represents that it has the full power and authority to enter into and perform this Agreement. Service Provider represents that it shall perform the Services in compliance with applicable laws and industry standards. Client represents that it has the right to authorize Service Provider to prepare and submit MCANs on its behalf where applicable.

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third-party claims, losses, damages, liabilities, and expenses arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Limitation of Liability: Except for liability arising from a party's willful misconduct or breach of Confidentiality, neither party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

NOTICES

ENTIRE AGREEMENT

This Agreement, including any exhibits or change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between the parties.

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

ADDITIONAL BUSINESS INFORMATION

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