Legal PAD Form

LEGAL PAD FORM

This Pre-Authorized Debit Agreement (the "Agreement") is made between Payor Name: (the "Payor") and Payee Name: (the "Payee") effective as of the date of execution below.

RECITALS

WHEREAS the Payor maintains the deposit account set out below and has authority to withdraw funds from that account;

WHEREAS the Payor agrees to authorize the Payee to collect payments by pre-authorized debit from the Payor's bank account in respect of amounts owing pursuant to invoices, subscription obligations, services rendered, or other obligations as set out in this Agreement;

WHEREAS the Payee requires the Payor's authorization to initiate debits from the Payor's account and the parties wish to set out the terms and conditions governing such debits.

NOW THEREFORE

In consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1. AUTHORIZATION

The Payor hereby irrevocably authorizes the Payee to initiate pre-authorized debits ("PADs") from the Payor's account at the financial institution identified below for the purpose of collecting payments described herein. This authorization permits the Payee to debit the designated account for the amounts and at the intervals specified in Section 2.

2. PAYMENT DETAILS

Payment Amount (if fixed): $ . If amount varies, Payee will give notice of amount as required by applicable law.

Weekly    Bi-weekly    Monthly    Other:

3. PAYOR BANK ACCOUNT

Account Type: Personal    Business

The Payor represents that the Payor will provide a void cheque or bank-letter authorization prior to the first PAD. Void cheque or bank authorization attached

4. TERM, CANCELLATION AND REVOCATION

This Agreement remains in effect until terminated by either party upon providing written notice in accordance with the Notices provision below. The Payor may revoke this authorization by providing the Payee with at least thirty (30) days' prior written notice. Revocation does not affect any PADs processed prior to the effective date of revocation.

5. NOTICE OF DEBIT

When required by applicable law, the Payee will provide the Payor with notice of the amount and date of any PAD at least ten (10) days prior to the debit unless the Payor consents to shorter notice in writing or the PAD is for a fixed recurring amount previously disclosed to the Payor.

6. DISPUTES, REVERSALS AND RETURNED ITEMS

If the Payor believes a PAD is incorrect, the Payor must notify the Payee promptly. The Payor retains all rights to dispute an erroneous PAD in accordance with the rules of the Payor's financial institution. In the event of a returned item due to insufficient funds, the Payee may re-present the PAD and may charge a returned-item fee as disclosed to the Payor.

7. REPRESENTATIONS, WARRANTIES AND INDEMNITY

The Payor represents and warrants that: (a) the Payor is authorized to provide this authorization for the specified account; (b) all information supplied to the Payee is true and complete; and (c) the account has sufficient cleared funds to permit PADs on the scheduled dates. The Payor will indemnify and hold harmless the Payee from any losses, costs or damages arising from the Payor's breach of these representations, except to the extent caused by the Payee's gross negligence or willful misconduct.

8. CONFIDENTIALITY AND USE OF INFORMATION

The Payee will use the Payor's banking information solely to process PADs under this Agreement and to comply with reporting and record-keeping obligations. The Payee will maintain reasonable administrative, technical and physical safeguards to protect such information.

9. NOTICES

Any notice required under this Agreement shall be given in writing to the contact addresses specified below or to such other address as a party designates by notice in accordance with this section. Notices delivered by hand or by registered mail are effective on delivery; notices by electronic mail are effective when acknowledged in writing by the recipient.

10. ASSIGNMENT

The Payee may assign its rights under this Agreement, in whole or in part, to a successor or assignee. The Payor may not assign its rights or obligations under this Agreement without the prior written consent of the Payee.

11. AMENDMENTS AND WAIVER

Any amendment or waiver of a provision of this Agreement must be in writing signed by both parties. No failure or delay by either party in exercising any right under this Agreement will operate as a waiver of that right.

12. GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the jurisdiction in which the Payee maintains its principal place of business, without regard to conflict of law principles.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and such provision will be reformed only to the extent necessary to make it enforceable.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together constitute one and the same instrument. Signatures delivered by electronic transmission will be effective as original signatures.

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