Dated as of _________________
Gentlemen:
This letter sets forth the basic terms of the agreement (the "Agreement")between _________________, a _________________ corporation ("Company"), and _________________, a _________________ corporation ("Client"), relating to the processing of financial transactions.
1. TRANSACTIONS. Subject to the terms and conditions cont[portion deleted - included in fully
licensed version] shall process all financial transactions on behalf of Clien[portion deleted - included in fully
licensed version]esult from services provided by websites developed and maintained b[portion deleted - included in fully
licensed version]ient.
2. FEES. Client agrees to pay Company the following fees on all finan[portion deleted - included in fully
licensed version]ctions that the Company processes:
Discount Rate: ______%
Transaction fee: $_____ per transaction
3. OFF SETS. Client expressly authorizes Company to deduct or retain from any[portion deleted - included in fully
licensed version]ts due to Client sums equal to any chargebacks, credits, fees[portion deleted - included in fully
licensed version]adjustments due from Client.
4. TERM. This Agreement shall be effective as of the [portion deleted - included in fully
licensed version]execution by both parties and shall extend for a period of one (1)[portion deleted - included in fully
licensed version]ear.
5. REPRESENTATIONS AND WARRANTIES. (a) Client hereby represents and war[portion deleted - included in fully
licensed version] Client has the right, power and authority to ent[portion deleted - included in fully
licensed version]this Agreement and the execution, delivery and performance by C[portion deleted - included in fully
licensed version] its obligations hereunder have been duly authorized by all n[portion deleted - included in fully
licensed version]on, (ii) this Agreement is the legal, valid and binding o[portion deleted - included in fully
licensed version]on of Client in accordance with its terms.(b) Company hereby repre[portion deleted - included in fully
licensed version]nd warrants that (i) Company is a ____________ corporation dul[portion deleted - included in fully
licensed version]ized, validly existing and in good standing under the laws thereof, ([portion deleted - included in fully
licensed version]ompany has the right, power and authority to enter into this Ag[portion deleted - included in fully
licensed version] and the execution, delivery and performance by Com[portion deleted - included in fully
licensed version]of its obligations hereunder have been [portion deleted - included in fully
licensed version]authorized by all necessary corporate action, (iii) this Agree[portion deleted - included in fully
licensed version] the legal, valid and binding obligation of Company in accordance with its terms.
6. ACCOUNTING. Statements with respect to transaction processing will be rend[portion deleted - included in fully
licensed version]n a monthly basis. Each statement shall show in summary form the c[portion deleted - included in fully
licensed version]lation of Company receipts processed on behal[portion deleted - included in fully
licensed version]ent and remit payments due to Client. Accurate accounting reco[portion deleted - included in fully
licensed version]ating to all transactions processed shall be maintai[portion deleted - included in fully
licensed version]mpany's headquarters. Such records shall be av[portion deleted - included in fully
licensed version]le for audit on three weeks notice, at reasonable times during busines[portion deleted - included in fully
licensed version]ours, to an accounting firm acting on behalf of Client.
7. MISCELLANEOUS. This Agreement expresses the entire understanding of the parti[portion deleted - included in fully
licensed version]eto and replaces any and all former agreements, understandin[portion deleted - included in fully
licensed version]presentations relating in any way to the subject matter hereo[portion deleted - included in fully
licensed version]d is binding upon Client and Company. No amendment or waiver of any [portion deleted - included in fully
licensed version]ision of this Agreement, shall in any event[portion deleted - included in fully
licensed version]ive unless the same shall be in writing and signed by C[portion deleted - included in fully
licensed version]any, and then such waiver or consent shall be effective only in the specific instance and for the specific purposes of which given. Client and Company shall from time to time execute, acknowledge and deliver such instruments, notices, instructions and other documents as may be necessary and proper to evidence, maintain, effectuate, implement or defend any and all of the rights of the parties under any provision of this Agreement.
8. ASSIGNMENT. Client may not assign this Agreement without the express written c[portion deleted - included in fully
licensed version] Company which will not be unreasonably withheld.
9. NO PARTNERSHIP. Nothing contained herein shall constitute a partnership betwe[portion deleted - included in fully
licensed version]r joint venture by, the parties hereto or constitute either pa[portion deleted - included in fully
licensed version] trustee, fiduciary or agent of the other (except as may be expressly provided to the contrary elsewhere herein).
10. Notices. All notices and other communications provided for hereunder shall [portion deleted - included in fully
licensed version]iting (including telegraphic, telecopy, telax or cable communicati[portion deleted - included in fully
licensed version]d mailed, telegraphed, telecopied, telexed, ca[portion deleted - included in fully
licensed version]delivered, if to:
CLIENT:
COMPANY:
or, as to each party, at such other address as shall be designated by such party in [portion deleted - included in fully
licensed version]tten notice to the other parties. All such notices and commu[portion deleted - included in fully
licensed version]ll, when mailed, telegraphed, telecopied, telexed [portion deleted - included in fully
licensed version] effective when deposited in the mails, delivered to the teleg[portion deleted - included in fully
licensed version]ny, transmitted by telecopier, confirmed by telex answe[portion deleted - included in fully
licensed version]red to the cable company, respectively.
11. EXECUTION IN COUNTERPARTS. This Agreement may be executed in [portion deleted - included in fully
licensed version]f counterparts and by different parties hereto in separate c[portion deleted - included in fully
licensed version]arts, each of which when so executed shall be deemed[portion deleted - included in fully
licensed version]iginal and all of which taken together shall constitute [portion deleted - included in fully
licensed version]the same agreement. Delivery of an exe[portion deleted - included in fully
licensed version]terpart of a signature page to this Agreement by telecopi[portion deleted - included in fully
licensed version]e effective as delivery of a ma[portion deleted - included in fully
licensed version] executed counterpart of this Agreement.
12. GOVERNING LAW. This Agreement shall be governed by, and construed in accord[portion deleted - included in fully
licensed version], the laws of the State of ________________.