REFERRAL AGREEMENT

This Referral Agreement (“Agreement”) is made by and between Mercado Plaza LLC (“Company”), First Data Merchant Services Corporation (“FDMS”), and TeleCheck Services, Inc. (“TeleCheck”) (collectively referred to as “Payment Providers”), and becomes effective as of [Effective Date].

RECITALS

FDMS, working in conjunction with a sponsoring bank, enables businesses to open merchant accounts for credit, debit, and gift card processing services (“Payment Card Services”). TeleCheck offers check-related solutions, including ECA® warranty and verification, Internet check services, and checks by phone (“TeleCheck Services”). Collectively, these offerings are referred to as “Payment Processing Services.” The Company wishes to introduce its own customers (“Customers”) to FDMS and/or TeleCheck in hopes those Customers will sign service agreements with the Payment Providers (“Service Agreements”).

AGREEMENT TERMS

1. Term

This Agreement begins on the Effective Date and continues for three (3) years (“Initial Term”), renewing automatically for one-year periods (“Renewal Term”) unless either party gives 30 days’ written notice before the end of a term.

2. Company Responsibilities

• Promotion: Actively market the Payment Processing Services to Customers. Referrals for such services will be exclusive to Payment Providers.
• Customer Lists: Provide FDMS with an initial Customer contact list, updated monthly.
• Referral Information: Send contact details (name, address, phone number) for interested Customers within two (2) business days in a format provided by the Payment Providers.
• Marketing Materials: All co-branded or referenced materials must be mutually approved and properly reference trademarks and service marks.
• Customer Issues: Notify Payment Providers of any Customer complaints or issues with the services.
• Designated Contact: Assign a liaison to handle communication between the Company and Payment Providers during business hours.
• Liability: Payment Providers agree that the Company is not responsible for any liabilities incurred by referred Customers.

3. Payment Provider Responsibilities

• Customer Contact: Follow up with referred Customers through mail, phone, or email.
• Service Agreements: Work with referred Customers to complete necessary paperwork and initiate services, provided the Customers meet credit and compliance standards. Only Payment Providers may accept or deny agreements.
• Coordination Contact: Each Payment Provider will assign a primary contact for Company communication.
• Training and Materials: May train Company representatives and provide marketing support as needed.
• Pricing: Set all fees for Payment Processing Services at their sole discretion.
• Service Delivery: Deliver all aspects of the services and customer support.
• Affiliates and Brands: May use affiliates, sponsoring banks, or alternate brand names.

4. Customer Relationships

• Negotiation Rights: Payment Providers retain full control over negotiating, modifying, and managing Service Agreements with Customers. The Company has no ownership or binding authority over these contracts.
• Service Continuity: If a Customer stops working with the Company, the Payment Provider is not obligated to cancel their services.

5. Fees

• Referral Fee: A one-time $25 fee is paid to the Company for each referred Customer that (a) is approved, (b) signs a Service Agreement, and (c) begins active processing.
• Residual Revenue: The Company earns 15% of the Net Recurring Revenue from Customers that are active users of Payment Processing Services, calculated monthly. “Net Recurring Revenue” is defined differently for Payment Card Services and TeleCheck Services but excludes setup and interchange fees. This fee does not apply to Customers with over $50 million in annual processing (“Exception Customers”), for which a separate fee agreement will be negotiated.
• Payment Terms: Payments are made monthly, within 30 days after the end of the prior month, via ACH as outlined in Schedule A. Payments are contingent on submitting a signed W-9 (Schedule B).
• Existing Customers: No fees will be paid for Customers with pre-existing relationships unless a new Service Agreement is signed as a result of the referral.

6. Nonsolicitation

The Company agrees not to knowingly solicit referred Customers for similar or competing services during the term of this Agreement.

7. Compliance

• Payment Providers and Company agree to comply with all relevant laws and regulations in fulfilling their obligations under this Agreement.

8. Termination

• Material Breach: Any party may terminate this Agreement with 30 days' notice if another party fails to cure a material breach.
• Fraud or Misconduct: Immediate termination is permitted in cases of fraud or intentional wrongdoing.
• Minimum Referrals: Payment Providers may end the Agreement if the Company does not refer at least 30 Customers by Dec 31, 2013, and at least one Customer every 180 days thereafter.

9. Post-Termination Obligations

• Marketing Cessation: Company must stop promoting services and return any materials.
• Fee Termination: Payment of Customer Fees ends upon termination.

10. Confidentiality

Each party agrees to maintain confidentiality of sensitive information and take reasonable precautions to protect it. Exceptions include public information, independently developed data, or disclosures required by law.

11. Indemnification

Each party will indemnify the others against claims resulting from their own services or misuse of customer data, except in cases of the other party’s gross negligence.

12. Liability Cap

Except as otherwise stated, no party’s liability will exceed $100,000 in aggregate for direct damages.

13. Limitation on Damages

None of the parties will be liable for indirect, incidental, punitive, or consequential damages.

14. No Warranties

Payment Providers disclaim all implied and express warranties related to the Payment Processing Services.

15. Governing Law

This Agreement is governed by New York law. The parties waive their right to a jury trial.

16. Assignment

The Agreement may not be assigned without mutual consent, except in cases of sale or assignment to an affiliate.

17. Publicity

Company may not publicly disclose or issue press releases about this Agreement without prior written consent. Payment Providers may disclose the relationship and use Company’s logo in marketing.

18. Notices

All formal communications must be in writing and sent to the addresses listed in the Agreement.

19. Independent Parties

This Agreement does not establish a partnership, agency, or joint venture. Each party remains an independent contractor.

20. Entire Agreement

This is the full agreement between the parties. Any changes must be made in writing. Invalid provisions do not affect the rest of the Agreement.

21. Counterparts

The Agreement may be signed in multiple parts, each considered an original.

22. Survival

Sections 2.8, 4, 9, 10, 11, 12, 13, 14, and 22 survive the termination of this Agreement.

Let me know if you'd like this formatted into a Word document or adjusted for different branding, jurisdictions, or entities.