Gift Giving Cards

GIFT GIVING CARDS AGREEMENT

This Gift Giving Cards Agreement (Agreement) is entered into as of Effective Date: by and between the parties identified below.

Parties

Recitals

WHEREAS, Card Issuer develops, produces, and administers stored-value gift cards and related materials (Gift Cards) for consumer use; and

WHEREAS, Partner desires to acquire and distribute Gift Cards under the terms set forth in this Agreement and to have Gift Cards activated for use at Partner's locations or online channels; and

WHEREAS, the parties wish to define the scope, payment, confidentiality, and other contractual terms governing the issuance, sale, and activation of Gift Cards.

Scope of Work

Card Issuer shall design, produce, deliver, and (if applicable) activate Gift Cards in accordance with the specifications and schedule set forth below. Card Issuer will also provide necessary activation codes, merchant acceptance information, and reporting required for reconciliation and settlement.

Payment Terms

Partner shall pay Card Issuer the fees described below in consideration for production, activation, and delivery of Gift Cards. All monetary amounts are stated in U.S. dollars unless otherwise specified.

Late payments shall accrue interest at the rate of on the outstanding balance, plus reasonable collection costs, until paid in full. Card Issuer may withhold delivery or activation of Gift Cards for any unpaid amounts following written notice to Partner.

Term and Termination

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 Notice Period: 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 written notice specifying the breach. Termination shall not relieve Partner of its obligation to pay for Gift Cards already produced or activated.

Confidentiality

Each party agrees to keep confidential all proprietary and non-public information disclosed by the other party in connection with this Agreement (Confidential Information). Confidential Information shall not include information that is or becomes generally available to the public other than by a breach of this Agreement. The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose such information except to its employees, contractors, or advisors on a need-to-know basis who are bound to maintain confidentiality at least as protective as this Agreement.

Upon termination or expiration of this Agreement, each party shall promptly return or destroy Confidential Information of the other party and certify such return or destruction upon request.

Partner acknowledges receipt of and agrees to the confidentiality obligations set forth above.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of Governing Law: without regard to its conflict of laws principles. The parties agree that any disputes arising out of this Agreement shall be resolved in the courts located within the chosen jurisdiction, subject to the parties' rights to seek injunctive relief.

Representations and Warranties

Each party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) execution of this Agreement by such party does not violate any other agreement to which it is a party; and (c) performance will comply with applicable laws and regulations. Card Issuer warrants that Gift Cards will be produced and activated in accordance with the specifications expressly set forth in this Agreement.

Entire Agreement

This Agreement, including all exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. Any amendment or modification of this Agreement must be in writing and signed by each party's authorized representative.

Miscellaneous

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets. If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.

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