Business PTP Template

Business PTP Template

This Business PTP Template (the "Agreement") is entered into effective as of between:

WHEREAS

WHEREAS, Client desires to retain Provider to perform certain business processing, payment-through-provider, or transaction facilitation services described below; and

WHEREAS, Provider has the necessary expertise, systems, and authority to perform the services on the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms governing the relationship, the allocation of risks, payment procedures and confidentiality protections for exchanged information.

1. Scope of Work

Provider shall perform the services and supply the deliverables described below in accordance with the terms of this Agreement. The parties agree that any material change to scope, volume, or deliverable schedule shall be documented in a written amendment signed by both parties.

2. Payment Terms

In consideration of Provider's performance, Client shall pay Provider the fees set forth below in United States dollars and pursuant to the schedule agreed between the parties.

Invoices shall be submitted by Provider to Client at the address provided above and are due within days of receipt unless otherwise agreed in writing. Payments not received within the specified period shall accrue interest at per month (or the maximum lawful rate if lower).

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach.

4. Confidentiality

"Confidential Information" means all non‑public information disclosed by a disclosing party to a receiving party, whether oral, written, electronic or other form, including business plans, financial data, trade secrets, customer lists, transaction details and technical information. Confidential Information does not include information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) was already rightfully in the receiving party's possession without restriction on use or disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (iii) not disclose Confidential Information except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. These obligations survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

5. Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against claims, liabilities, and expenses arising from its gross negligence or willful misconduct in the performance of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR BREACHES OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

6. Compliance and Records

Each party shall comply with applicable laws and regulations in performing its obligations under this Agreement. Provider shall maintain complete and accurate records related to services and payments for a period of three (3) years and shall make such records available to Client upon reasonable request for purposes of audit or verification.

7. Governing Law

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

8. Entire Agreement; Amendments

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

9. Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices are effective upon hand delivery, receipt by courier, or three (3) days after mailing by certified mail.

10. Miscellaneous

The parties are independent contractors. Neither party has authority to bind the other except as expressly provided. If any provision is held invalid, the remaining provisions remain in full force. This Agreement may be executed in counterparts, and facsimile or electronic signature shall be deemed an original.

Acknowledgment

By signing below, each party represents and warrants that it has the full corporate or other required authority to enter into and perform this Agreement and that the signatory is authorized to sign on its behalf.

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