Business PAP Template

BUSINESS PAP TEMPLATE

This Payment Authorization Plan Agreement (the Agreement) is entered into effective as of by and between:

Client Name:

Client Address:

Service Provider Name:

Provider Address:

RECITALS

WHEREAS, Client requires and desires ongoing payment processing for the Services described herein and seeks a standing authorization to have payments collected by Service Provider under the terms of this Agreement; and

WHEREAS, Service Provider is willing to provide the payment processing and related services subject to Client's authorization, the representations and warranties in this Agreement, and applicable laws and banking rules;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Amount Payable: $ per payment period.

ACH debit from bank account    Credit/Debit Card    Business Check

By authorizing ACH or card payments, Client expressly authorizes Service Provider to initiate debit entries to the account designated above for amounts due under this Agreement. Client shall provide complete and accurate account information and shall notify Service Provider in writing of any change at least days prior to the next scheduled payment.

A late fee of % per month (or the maximum lawful rate, if lower) will apply to any undisputed amount not received within days after the due date. In addition to the late fee, Service Provider may suspend services, accelerate outstanding payments, or pursue collection, including recovering reasonable attorneys' fees and costs.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience by providing written notice at least days prior to termination. Either party may also terminate immediately upon material breach by the other party that remains uncured for a period of thirty (30) days following written notice of such breach. Termination will not relieve Client of its obligation to pay accrued fees and expenses.

CONFIDENTIALITY

"Confidential Information" means non-public business, financial, technical or operational information disclosed by one party to the other, whether marked confidential or not. The recipient will (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved within thirty (30) days, either party may pursue any available legal or equitable remedies in the courts of the chosen jurisdiction.

REPRESENTATIONS, WARRANTIES, INDEMNITY

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Client represents that all payment instructions provided are accurate and authorized. Each party shall indemnify and hold the other harmless from losses, claims or liabilities arising from its breach of this Agreement, negligence, willful misconduct, or violation of law, except to the extent caused by the other party's breach or misconduct.

ENTIRE AGREEMENT

This Agreement, including any schedules and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified above, and shall be deemed given upon receipt.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

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