Sample Business Contracts

Processing Agreement - Imperial Bank and US Audiotex LLC

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                              PROCESSING AGREEMENT

      This Agreement made as of July 16, 1995, by and between IMPERIAL Bank,
("IMPERIAL"), a California state banking corporation organized under the laws of
the State of California, organized under the laws of the State of California and
U.S. Audiotex, LLC. ("COMPANY"), a limited liability company with principal
offices located at 18 Crow Canyon Court, Suite 300, San Ramon, California 94583.

      A. COMPANY provides services to government and private merchants
("MERCHANTS"). COMPANY is an independent contractor, not an employee or agent
of IMPERIAL, and is entitled to none of the benefits accorded IMPERIAL

      B. IMPERIAL is a member of Visa USA, Inc. ("VISA") and MasterCard
International, Inc. ("MASTERCARD"), and provides processing and other services
regarding MASTERCARD and VISA sales transactions ("SALES"). VISA and MASTERCARD
are herein jointly referred to as the "ASSOCIATIONS".

      C. MASTERCARD, VISA and IMPERIAL have adopted rules, regulations and
directives relating to all aspects of SALES and SALES processing. Such rules,
regulations and directives, as amended from time to time, are herein called the

      For good and valuable consideration, COMPANY and IMPERIAL agree as

      1.    COMPANY will provide the following services to MERCHANTS:

            A.    Place terminals at MERCHANT locations

                  1.    Training for employees
                  2.    Customer Service
                  3.    Coding

            B.    Provide MERCHANTS with P.O.S. Deployment "Help-Desk" services

                  1.    The procurement, deployment, repair, programming and
                        shipment of electronic payment processing terminals to
                        MERCHANT locations;

                  2.    The training of MERCHANTS in the use of electronic
                        terminal equipment; and

                  3.    The monitoring of the usage of electronic terminal
                        equipment and the availability to

                        assist MERCHANTS via telephone with problems related to
                        the usage of electronic terminal equipment.

      2. IMPERIAL shall provide processing and clearance of Credit and Debit
Card Sales transactions and payment for such transactions directly with

      3. IMPERIAL agrees to sponsor COMPANY as an independent service provider
pursuant to the RULES during the term of this Agreement so long as COMPANY shall
maintain acceptable registration as an agent of IMPERIAL pursuant to the RULES.
This requirement will be waived if deemed not necessary by MasterCard Visa

      4. COMPANY agrees to use its best efforts to use IMPERIAL as its provider
of processing and clearance of Credit and Debit Card Sales transactions. COMPANY
agrees to abide by all RULES. IMPERIAL agrees to provide any changes in the
RULES promptly (usually within ten days) in writing to COMPANY.

      5. IMPERIAL agrees to facilitate settlement of electronic transmissions
(or other media acceptable to IMPERIAL) of SALES originated by MERCHANTS
accepted by IMPERIAL and thereafter transmit the same to appropriate
interchanges for settlement. IMPERIAL agrees to receive and or facilitate from
the MASTERCARD and VISA systems such credits and debits ("CHARGEBACKS") as are
attributable to such transactions. Neither COMPANY nor MERCHANT shall receive
credit for such SALES until IMPERIAL receives credit from MASTERCARD or VISA.
Notwithstanding anything to the contrary herein, COMPANY shall be offered its
choice of various network services used by IMPERIAL for processing transactions
of MERCHANTS signed by COMPANY, and COMPANY may choose any such services which
IMPERIAL, using its business judgment, agrees COMPANY is capable of properly
utilizing, which agreement IMPERIAL shall not unreasonably withhold, and
provided that COMPANY will not require IMPERIAL to approve any services that
would cause IMPERIAL to breach its service agreement with First Data
Corporation. For the same to be offered to MERCHANTS, and be approved by
IMPERIAL, will require a separate written contract between the parties and that
the parties negotiate and reach agreement on numerous credit and performance
issues. IMPERIAL will commence such negotiations whenever COMPANY desires.

      6. COMPANY will train MERCHANTS and will use its reasonable efforts to
require the MERCHANTS compliance with all RULES. COMPANY shall report to
IMPERIAL any fees it charges to MERCHANTS. No change to such fees shall be
implemented by COMPANY except as set forth herein, or as otherwise may be in

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compliance with RULES and any contracts between IMPERIAL and MERCHANTS.

      7. COMPANY will not have liability for CHARGEBACKS or other losses
resulting from SALES and processing contracts between IMPERIAL and individual

      8. For the services rendered by IMPERIAL and to pay IMPERIAL for use of
VISA and MASTERCARD interchanges, IMPERIAL is authorized to retain from SALES
revenues the fees ("FEES") described on the attached Exhibit A, which may be
amended as provided in such Exhibit.

      9. IMPERIAL is not liable nor responsible for any failure or delay in
performance caused by acts of God, strikes, flood, fire, war, public enemy,
electrical or equipment failure, failures by third parties, or other events
beyond its control.

      10. IMPERIAL shall keep confidential and disclose to no other person,
firm or entity, other than VISA or MASTERCARD, the schedule of FEES, the RULES,
the methods of doing business of COMPANY, or the identity of the MERCHANTS or
their business addresses. COMPANY shall keep confidential, and disclose during
the term of this agreement or following its termination, to no other person,
firm or entity, other than VISA or MASTERCARD, the schedule of FEES, the RULES,
IMPERIAL'S method of doing business, or the identity of the MERCHANTS or their
business addresses, except as required by applicable law, including federal and
state securities law.

      11. The initial term of this Agreement shall begin as of July 16, 1996;
provided, however, this Agreement shall automatically renew for successive
annual terms following the expiration of the initial term or any renewal thereof
unless a party shall provide the other party written notice of nonrenewal at
least 90 days prior to the commencement of the additional renewal term, or
unless this Agreement is otherwise terminated pursuant to the terms hereof.

      12. COMPANY may terminate this agreement, by sending written notice to
IMPERIAL, for any of the following reasons: (i) a default by IMPERIAL of its
obligations to COMPANY hereunder and the failure to cure such default within
thirty days after written notice by COMPANY of such default; or (ii) in the
event of insolvency or receivership of IMPERIAL, or in the event that a
substantial part of IMPERIAL'S property is or becomes subject to any levy,
seizure, assignment or sale for or by any creditor or governmental agency
without being released or satisfied within thirty days thereafter, or (iii) if
IMPERIAL fails to abide by any of the RULES; or (iv) in the event of a merger,

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exchange or the sale of substantially all of the assets of IMPERIAL or any
subsidiary comprising more than 30% of IMPERIAL'S assets.

      13. IMPERIAL may terminate this agreement by sending written notice to
COMPANY, for any of the following reasons: (i) a default by COMPANY of its
obligations to IMPERIAL hereunder and the failure to cure such default within
thirty days after written notice by IMPERIAL of such default; or (ii) in the
event of insolvency, receivership or voluntary or involuntary bankruptcy or
COMPANY, in the event of an assignment for the benefit of COMPANY's creditors,
or in the event that a substantial part of COMPANY's property is or becomes
subject to any levy, seizure, assignment or sale for or by any creditor or
governmental agency without, being released or to make any payment required
hereunder when due or is in breach of Section 6(b), or (iv) if COMPANY fails to
abide by any of the RULES.

      14. A. COMPANY shall make no representations to any entity, including
MERCHANTS, as to IMPERIAL. COMPANY is not authorized to commit IMPERIAL to any
contractual forms with any MERCHANT. COMPANY hereby agrees to hold IMPERIAL,
MASTERCARD and VISA harmless and indemnify them from any loss, cost or damages
suffered by them as the result of failure of COMPANY to abide by the covenants
contained herein or the duties described in the RULES.

            B. IMPERIAL shall indemnify, defend and hold harmless the COMPANY,
its employees, officers, directors, shareholders, agents, corporate parents and
affiliates against any and all liability, loss, damage, cost or expense directly
or indirectly related or attributable to (i) IMPERIAL'S negligence or misconduct
in performance hereunder, or IMPERIAL's breach of this Agreement or any
provision hereof, and (ii) any action or claim brought against COMPANY by
MERCHANTS concerning actions or inaction by IMPERIAL pursuant to this Agreement.

      15. If COMPANY substantially fails to provide services to MERCHANTS
required under this Agreement for three days after notice to COMPANY, IMPERIAL
may provide services to MERCHANTS at the FEES identified in Exhibit A, after
notice to COMPANY. As to any particular service not provided by COMPANY,
IMPERIAL may provide such service on request of MERCHANT, and charge COMPANY the
scheduled FEE for such service.

      16. COMPANY shall not use the name of IMPERIAL either verbally or in
writing without prior written consent of IMPERIAL. COMPANY and IMPERIAL agree
that VISA and MASTERCARD have the right to perform procedural reviews of COMPANY
and any MERCHANTS,

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and the parties agree to cooperate to assure VISA and MASTERCARD receive program
data as required by VISA and MASTERCARD.

      17. In the event of the termination of this Agreement other than pursuant
to Section 12 of this Agreement, IMPERIAL agrees to renew and extend those
MERCHANT contracts acquired by COMPANY from IMPERIAL, and to continue to pay
"RESIDUAL COMPENSATION" to COMPANY, in accordance with this Agreement, for a
period not to exceed 36 months after termination of this Agreement and so long
as the MERCHANTS continue to provide to those MERCHANTS the services stipulated
herein. RESIDUAL COMPENSATION is the difference between the discount charged to
the MERCHANT by IMPERIAL for sales processing and the applicable FEES described
on the attached Exhibit A. The provisions contained in Section 6 of this
Agreement shall survive termination for the duration of the period IMPERIAL pays
residual compensation to COMPANY pursuant to the terms of this Section 17.

      18. It is the intention of the parties hereto that COMPANY shall not have
the right at any time to solicit MERCHANTS for transfer or to assign MERCHANTS
contracts (such solicitation and assignment are herein collectively referred to
as "TRANSFER"), MERCHANTS' files, MERCHANTS' records (paper and fiche), BINs,
ICAs and FDR systems relating to MERCHANTS' accounts and utilized by COMPANY to
other members of the ASSOCIATIONS in competition with IMPERIAL.

      19. This Agreement, along with the exhibits attached to said Agreement and
all, documents referred to in said Agreement, contains the entire understanding
between the parties hereto for the purposes set forth above. This Agreement may
not be altered, amended or modified except in writing executed by a duly
authorized representative of each party.

      20. This Agreement is not assignable, by either party without the written
consent of the other party.

      21. This Agreement is to be interpreted and construed under the laws of
the State of California.

      22. Time is of the essence in this Agreement.

      IN WITNESS WHEREOF, the parties have set their hands on the date first set
forth above.

IMPERIAL BANK                               U.S Audiotex, LLC.

By: /s/ William Capps                       By: /s/ Kenneth Stern
    ---------------------------                 ---------------------------
Its: Exec. V.P.                             Its: President
     --------------------------                  --------------------------

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                                   EXHIBIT A

Merchant discount fees charged to U.S. Audiotex, LLC will be agreed upon between
Imperial Bank and U.S. Audiotex, LLC on an individual merchant basis. Merchant
discount fees will be those customary and usually charged for similar merchant
credit card processing services.