Loyalty Rewards Program

Loyalty Rewards Program Agreement

RECITALS

THIS LOYALTY REWARDS PROGRAM AGREEMENT (the Agreement) is entered into as of by and between Program Provider: , with principal address at , and Client: , with principal address at .

WHEREAS, Provider operates and administers customer loyalty and rewards programs and possesses technical capabilities, personnel and systems necessary to implement and manage such programs; and

WHEREAS, Client desires to engage Provider to design, implement and operate a Loyalty Rewards Program (Program) for Client's customers under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

SCOPE OF WORK

Provider shall: (a) design the Program rules and customer enrollment process; (b) provide technical infrastructure for account management, points accrual and redemptions; (c) prepare monthly reports of Program activity; and (d) provide reasonable marketing assets for Client's use. Provider will perform the services in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider the fees described below for the design, implementation and operation of the Program.

All fees are exclusive of applicable taxes. Invoices will be issued in accordance with the Payment Schedule. Past due amounts shall accrue interest at the rate set forth in the Late Fee field and Provider may suspend services if undisputed amounts remain unpaid for more than days after written notice.

TERM AND TERMINATION

This Agreement shall commence on the Start Date of and continue until the End Date of unless earlier terminated as provided herein.

Either party may terminate this Agreement immediately for material breach by the other party that remains uncured for thirty (30) days after receipt of written notice specifying the breach. Provider may terminate immediately upon Client's insolvency, appointment of a receiver, or assignment for the benefit of creditors. Upon termination, Client shall pay Provider for all services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other relating to business operations, customer lists, pricing, technical systems, Program rules and any proprietary materials. The receiving party shall: (a) use Confidential Information solely for performance of this Agreement; (b) restrict disclosure to those employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized access.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was in the receiving party's possession prior to disclosure; or (iii) is independently developed without use of the disclosing party's Confidential Information. The obligations of confidentiality shall survive termination of this Agreement 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.

DATA, PRIVACY AND SECURITY

Provider shall implement reasonable administrative, physical and technical safeguards consistent with industry practice to protect customer data collected in connection with the Program. Provider will process customer data only as directed by Client and shall not sell or otherwise monetize Client's customer data. Provider shall promptly notify Client of any confirmed security breach affecting Client data and shall cooperate in breach response and remediation.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of Provider's assets.

Indemnification: Each party shall indemnify and hold harmless the other from third-party claims arising out of its breach of this Agreement, negligence or willful misconduct; provided that the indemnified party provides prompt written notice and cooperates in the defense.

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 laws principles.

ENTIRE AGREEMENT

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

NOTICES

ACKNOWLEDGMENT

Each party represents and warrants that it has the power and authority to enter into this Agreement, that the individual signing on its behalf is duly authorized, and that the Agreement is a valid and binding obligation enforceable against it in accordance with its terms.

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