THIS AGREEMENT is entered into as of _______________________________, 2009, between NPS® PAYMENT PROCESSING (NPSGLOBAL),
and ____________________________________________, an Independent Sales Agent (Agent).
RECITALS
NPS® provides a service to merchants and others ("Subscribers") whereby NPS® helps Subscribers establish an ACH merchant account to initiate electronic fund transfers. NPS® and Agent desire that Agent act as a non-exclusive agent for NPS® in the marketing and sale of the ACH merchant account program, for the purpose of securing Subscribers for the ACH merchant account program.
The parties agree as follows:
Article 1. Grant of Right to Market and Sell
NPS hereby grants to Agent the non-exclusive right and authority to market and sell the merchant account program to potential Subscribers.
Article 2. Duties and Responsibilities of Agent in Marketing and Selling Services
Agent shall conduct its activities hereunder pursuant to recommendations from NPS® from time to time and in accordance with all operating manuals or policy requirements of NPS® with respect thereto.
Agent shall install and host a "mirror" site of the NPS® EFT SERVICES website on Agent's own server. Agent shall promote the "mirror" site on its website. Agent shall forward information on prospective Subscribers using our Referral Form, or our EFT Express Application Form.
Article 3. NPS® Duties and Responsibilities. NPSGLOBAL agrees that it will:
Provide Agent, at NPS® 's sole cost and expense, with such training materials, sales materials, banners, and other supplemental materials as deemed necessary by NPS® for Agent to discharge its obligations under this Agreement.
Article 4. Commissions.
Upon installation of the merchant account, and if applicable, upon acceptance of the lease by the Subscriber, NPS® will pay to Agent the following commission:
4 (a) Agent will receive a $50 commission for each referred Subscriber when Agent provides a contact name and telephone number. The name should be submitted by email.
4 (b) Agent will receive a $100 commission for each referred Subscriber when Agent provides a completed EFT Express Application Form. The Form should be submitted by email.
Article 5. Term and Events of Default.
5.1 So long as no event of default has occurred hereunder, this Agreement shall continue in full force and effect for a period of one (1) year from the date of this Agreement. This Agreement shall be renewed for subsequent one year periods so long as no event of default hereunder has occurred.
5.2 An event of default by Agent shall occur hereunder, and NPS® shall have the right to terminate this Agreement and all of its obligations hereunder, upon thirty (30) days' written notice to Agent, in the event that Agent fails to discharge Agent's obligations hereunder, provided, however, that if such event of default is cured by Agent within such thirty (30) day period, the event of default shall cease and this Agreement shall continue.
5.3 This Agreement immediately shall terminate without notice in the event that Agent files a Petition for Relief under the Bankruptcy Code, or any involuntary petition thereof is filed against the Agent, or if a Receiver or Trustee is appointed for the Agent or Agent's assets.
5.4 Either party may terminate this Agreement upon thirty (30) days written notice to the other.
5.5 If this Agreement is terminated other than under the provisions of paragraphs 5.2 or 5.3, NPS® shall pay to Agent, Agent's successors or assigns, the commissions otherwise payable to Agent under the provisions of Article 4 hereof.
Article 6. Certain Covenants of Agent
Agent shall at all times be an Independent Contractor with respect to the subject matter of this Agreement and agrees at no time to indicate or otherwise hold itself out as anything other than an Independent Contractor.
Article 7. Indemnification.
7.1 Agent hereby agrees to indemnify NPSGLOBAL and hold NPS® harmless from any and all claims, damages, liabilities, and expenses, including attorney fees and litigation costs arising from the performance or nonperformance of Agent's obligations under this Agreement including, but not limited to, any negligence of Agent or any alleged or actual violations by Agent or its subcontractors, or Agent's employees, of any governmental laws, regulations or rules, except that Agent shall have no liability for indemnification hereunder as a result of any documents or procedures specified by NPS®. NPS® and Agent agree, however, that Agent's indemnity does not extend to any unpaid charge or loss due to fraud by someone other than Agent in connection with the ACH merchant account program.
7.2 Subject to the following sentences, NPS® hereby agrees to indemnify Agent and hold it harmless from any and all claims, damages, liabilities, and expenses, including attorney fees and litigation costs, resulting from a NPS® breach of its obligations contained in this Agreement. Under no circumstances shall NPS® be liable for any lost profit or for special, consequential or exemplary damages, even if NPSGLOBAL has been advised of the possibility of such damages.
Article 8. Notices
Any and all notices, requests, demands and other communications which are required or may be given under or in connection with this Agreement shall be in writing and shall be deemed given when delivered in person, or if mailed, addressed to the party to whom it is to be given at the address hereinafter specified:
If to NPS®:
NPS® PAYMENT PROCESSING
P.O. BOX 3432
DUBLIN, OHIO 43016-0211
If to Agent:
Name:__________________________________________________
DBA:___________________________________________________
Address:________________________________________________
_______________________________________________________
ATTN:__________________________________________________
Phone:_______________________Fax:_______________________
Email:__________________________________________________
Article 9. Miscelaneous.
9.1 This is the entire Agreement between Agent and NPSGLOBAL with respect to the subject matter hereof, and supercedes any prior agreement, oral or written, between Agent and NPS®.
9.2 This Agreement may only be amended by a writing signed by the parties hereto. This Agreement shall be construed without regard to the identity of the person who drafted its provisions, and each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting hereof. Any rule of construction that a document is to be construed against the drafting party shall be inapplicable to this Agreement.
9.3 This Agreement and all questions arising in connection herewith shall be governed by and construed in accordance with the laws of the State of Ohio and all suits hereunder or in respect hereto by either party hereto shall be instituted in the Ohio Court of general subject matter jurisdiction located in Franlin County, Ohio and in no other venue or jurisdiction. Agent HEREBY SUBMITS TO THE JURISDICTION AND VENUE OF THE COURT OF GENERAL SUBJECT MATTER JURISDICTION LOCATED IN FRANKLIN COUNTY,OHIO, AND HEREBY CONSENTS TO SERVICE OF PROCESS AT AGENT'S ADDRESS SET FORTH IN ARTICLE 8 ABOVE.
9.4 In the event that any action, suit or proceeding is brought under or in connection with this Agreement, the prevailing party therein shall be entitled to its costs, expenses and reasonable attorney fees.
9.5 If any provision of this Agreement is at any time adjudged invalid or unenforceable to any extent by any Court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to render it valid and enforceable and such invalidity or unenforceability shall not affect any other provision of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
NPS® PAYMENT PROCESSING
By:__________________________________________________________________
Title:_________________________________________________________________
Agent:
By:___________________________________________________________________
Title:_________________________________________________________________
If a Corporation, place your Federal Tax ID Number here:
_____________________________________________________________________
If a Sole Proprietor, place your Social Security Number here:
_____________________________________________________________________
Personal Information of Business Owner:
Name:________________________________________________________________
Home Address:__________________________________________________________
_____________________________________________________________________
Home Telephone:________________________________________________________
Social Security#:________________________________________________________
To order your "Managed Mirror," provide the requested information below:
Mandatory: Email Address where you want your copy of Express Application and referral form data to be sent (usually your email address): ______________________________ .
Optional: URL to return customers after they submit pre-qual forms or referrals (usually your "main" website home page): ____________________________________ .
After emailing this form to reseller@npsglobal.com you may proceed back to http://npsglobal.com/web/31.html and download our "cut & paste" promotional banner. You will be notified by email when your Managed Mirror is ready, usually between 24-48 hours after this form is received.