Business Services PSP

Business Services PSP Agreement

Recitals

This Business Services PSP Agreement (the "Agreement") is entered into as of between Client Name: and Service Provider Name: .

WHEREAS, Client operates a business requiring payment services, advisory, integration and related business services (collectively, the "Services"); and

WHEREAS, Provider represents that it has the expertise, personnel and systems necessary to perform the Services described herein and is willing to provide such Services to Client under the terms and conditions set forth in this Agreement.

Parties' Addresses for Notices

Scope of Work

Provider shall perform the Services described below for Client in accordance with the terms of this Agreement. Provider will use commercially reasonable efforts, qualified personnel and appropriate systems to perform the Services promptly and professionally.

Payment Terms

As full consideration for the Services, Client shall pay Provider the fees and reimbursements set forth in this section. All fees are due in United States dollars unless otherwise agreed in writing.

Invoices shall be payable within days of receipt. Late payments shall accrue interest at a rate of percent per month (or the maximum lawful rate if lower). Client shall reimburse Provider for reasonable, documented out-of-pocket expenses pre-approved in writing by Client.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated pursuant to this section.

Start Date:   End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) restrict disclosure to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, lawfully received from a third party without restriction, or independently developed without reference to the Confidential Information. A receiving party may disclose Confidential Information to the extent required by law or valid legal process, provided it gives prompt notice to the disclosing party (to the extent permitted) and cooperates in any available efforts to limit disclosure.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider retains all right, title and interest in Provider's pre-existing materials, methodologies and tools. Subject to Client's timely payment of all fees, Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes. Ownership of any work product specifically identified and transferred in writing shall be as set forth in a written exhibit or statement of work.

Warranties; Limitation of Liability

Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF A PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Independent Contractor; Taxes

Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture or agency relationship. Provider shall be solely responsible for all taxes, withholdings and other statutory obligations with respect to its performance hereunder.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above (or to such other address as a party may designate in writing) by certified mail, nationally recognized courier or hand delivery and shall be effective upon receipt.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, together with any exhibits and statements of work 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, proposals and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Severability; Assignment

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

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