Business TPAT Document

Business TPAT Document

This Business TPAT Document (the "Agreement") is entered into as of by and between:

Parties

Recitals

WHEREAS, the Client engages the Service Provider to perform certain third-party authorization, processing, access and transfer tasks consistent with the Client's business operations ("TPAT Services"); and

WHEREAS, the Service Provider represents that it possesses the expertise, personnel and authority necessary to perform the TPAT Services described in this Agreement and shall act only as expressly authorized herein; and

WHEREAS, the parties desire to set forth the terms and conditions governing the performance of TPAT Services, payment, confidentiality, and termination.

Scope of Work

The Service Provider shall perform the TPAT Services as described in the scope below. Services shall include, without limitation, authorized communications with third parties, data transfer and receipt, record-keeping of authorization activities, and any ancillary administrative tasks necessary to effectuate the Client's instructions.

Payment Terms

In consideration for the performance of the TPAT Services, the Client shall pay the Service Provider the fees set forth below. All fees are exclusive of taxes unless otherwise required by law.

All undisputed invoices not paid within thirty (30) days of invoice date shall bear interest at the rate specified above and the Client shall be responsible for reasonable collection costs, including attorney fees. The Service Provider may suspend performance for unpaid amounts after providing ten (10) days' written notice.

Term and Termination

This Agreement commences on the Effective Date and continues until the End Date or until earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach if such breach remains uncured for the notice period specified above. Termination for cause shall not relieve the Client of obligation to pay for services performed prior to termination. The Service Provider may terminate immediately upon written notice if continuation would violate applicable law or create undue risk.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes, without limitation, business processes, customer data, credentials, and any third-party data accessed pursuant to TPAT Services.

The Receiving Party shall: (a) use Confidential Information only for the performance of this Agreement; (b) restrict disclosure to its employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) implement commercially reasonable administrative, physical and technical safeguards to protect Confidential Information.

Confidential Information does not include information which: (i) is or becomes generally known to the public through no fault of the Receiving Party; (ii) was rightfully known by the Receiving Party prior to disclosure; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. Upon termination, the Receiving Party shall return or destroy Confidential Information and certify such destruction upon request.

The parties acknowledge that breach of this confidentiality provision may cause irreparable harm and that injunctive relief is an appropriate remedy in addition to any other legal remedies.

Representations, Warranties and Indemnity

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. The Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. The Client agrees to indemnify and hold harmless the Service Provider from third-party claims arising from the Client's instructions, data accuracy, or unauthorized use of provided credentials, except to the extent caused by the Service Provider's gross negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for resolution of disputes.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments explicitly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and agreements, whether written or oral. Any amendment or modification must be made in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all assets. If any provision is held invalid, the remaining provisions shall remain in full force and effect. The obligations that by their nature survive termination shall so survive.

Entity Types and Authorizations

Indicate the Client's entity type:

The Client hereby authorizes the Service Provider to act on its behalf for the limited purposes described in the Scope of Work and only to the extent expressly provided in writing or reflected in recorded authorizations. The Client represents that it holds all necessary rights and consents to permit such authorization.

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