Payment EFT Schedule

Payment EFT Schedule

Client Name:   Payee Name:

Agreement Reference / Master Agreement Date:   Effective Date of EFT Authorization:

RECITALS

WHEREAS, Client and Payee are parties to the General Business Agreement identified above and desire that payments due from Client to Payee under that agreement be made by electronic funds transfer (EFT) in accordance with the terms of this Payment EFT Schedule; and

WHEREAS, Payee represents that it has provided accurate banking information and authorizes Client to initiate credit entries to Payee's designated account and to initiate, if necessary, debit entries or adjustments for any entries made in error; and

WHEREAS, the parties intend this Payment EFT Schedule to govern the method, timing and administrative procedures for all EFT payments contemplated by their underlying agreement.

SCOPE OF WORK

PAYMENT TERMS

Payment Amount (per invoice or scheduled payment):   Currency:

Due Date Rule: Payments are due from invoice date.   If payment is scheduled by day of month, Day:

Late fee equal to % per month on outstanding balance, compounded monthly, or a flat charge of , whichever is greater.

EFT BANKING / REMITTANCE DETAILS

AUTHORIZATION AND REPRESENTATIONS

Payee hereby authorizes Client to deposit payments by electronic funds transfer to the bank account indicated above and to initiate debit entries or adjustments to correct amounts mistakenly credited or debited. This authorization remains in full force and effect until Client has received written notice of revocation in accordance with the Termination provisions below and has had a reasonable opportunity to act on such notice.

Payee represents and warrants that the bank account information provided is true and complete, that Payee is the owner of the account or is otherwise authorized to provide such information, and that no agreement or instrument will prohibit or restrict Client from making EFT payments to such account.

TERM AND TERMINATION

This Payment EFT Schedule commences on and continues until unless earlier terminated in accordance with this Schedule or the underlying agreement.

Either party may terminate this Payment EFT Schedule for material breach of its terms or the underlying agreement if such breach is not cured within the notice period set forth above. Termination does not affect the parties' rights or obligations with respect to payments already initiated or obligations accrued prior to termination.

CONFIDENTIALITY

The parties acknowledge that banking, payment and remittance information exchanged under this Schedule is confidential. Each party agrees to protect such information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and to use such information solely for the purpose of performing this Schedule and the underlying agreement. Disclosure is permitted to employees, agents or service providers on a need-to-know basis, provided such recipients are bound by confidentiality obligations no less protective than those herein.

GOVERNING LAW

This Payment EFT Schedule shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws rules.

ENTIRE AGREEMENT

This Payment EFT Schedule, together with the referenced General Business Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether oral or written, relating to EFT payment arrangements unless expressly incorporated herein.

MISCELLANEOUS PROVISIONS

Amendments to this Payment EFT Schedule must be in writing and signed by authorized representatives of both parties. Neither party shall assign its rights under this Schedule without the prior written consent of the other, except to a successor in interest to substantially all of its business.

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