Processing TAR Document

Processing TAR Document

Parties

Recitals

WHEREAS, Client requires processing of a TAR (Transaction Authorization Request) as more particularly described herein and desires that Service Provider perform processing services in accordance with the terms of this Agreement;

WHEREAS, Service Provider represents that it has the experience, personnel, systems and authorizations necessary to accept, validate, process, and report on TAR submissions in compliance with the standards set forth in this Agreement;

WHEREAS, the parties enter into this Processing TAR Document effective as of to set forth the rights, obligations and payment terms for the processing services described below.

Scope of Work

Service Provider shall receive, validate, process and return TAR submissions received from Client in accordance with the procedures, quality controls and turnaround times set forth below. Service Provider shall perform the following services:

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the TAR processing services. Fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated daily from the due date until paid in full. Client shall reimburse Service Provider for all collection costs, including reasonable attorney fees, incurred in enforcing payment.

Term and Termination

This Agreement shall commence on Start Date and continue until End Date, unless earlier terminated in accordance with this Section.

Start Date:

End Date:

Either party may terminate this Agreement for convenience upon providing the other party with written notice as provided above. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including TAR data, personally identifying information, trade secrets and business processes.

Each party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as necessary to perform this Agreement and subject to written confidentiality obligations at least as protective as those hereunder. The foregoing obligations shall not apply to information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is lawfully received from a third party without restriction; (iii) was in the receiving party's possession prior to disclosure; or (iv) is independently developed without access to Confidential Information.

Data Security and Compliance

Service Provider shall maintain administrative, physical and technical safeguards appropriate to the nature of the TAR data to protect against unauthorized access, disclosure, alteration or destruction. Service Provider shall comply with applicable laws and industry standards governing the protection of personal data and shall promptly notify Client in writing upon becoming aware of any unauthorized access or data breach affecting Client TAR data.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses and expenses arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for breach of confidentiality, gross negligence or willful misconduct, neither party's aggregate liability to the other for any claim arising under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties. The parties agree that venue for any dispute arising under this Agreement shall be the courts located in the agreed jurisdiction, to the extent permitted by applicable law.

Entire Agreement

This Agreement, including all exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment shall be effective unless made in writing and signed by both parties.

Representations and Certifications

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing below is duly authorized to execute this Agreement on behalf of such party.

TAR Reference and Administrative Details

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