CLIENT REFERRAL AGREEMENT

Transcription

1 CLIENT REFERRAL AGREEMENT This CLIENT REFERRAL AGREEMENT ("Agreement") is made by, and between, JBH Processing and Paul Jones("REFERRER"), effective as of, Reporting In the event Referrer receives any communication, verbal or written, from any Merchant or any third party with respect to a Merchant or any dispute or contention associated with the processing activity hereunder, of whatever nature or from any Merchant with respect to any complaint or dispute, Referrer shall advise JBH Processing of same, in writing and with a copy of any applicable written communication received, within three (5) business days of Referrer s receipt of such communication. Violation of any of the terms and/or conditions of this Section may result in immediate termination and all payments due to Referrer hereunder shall immediately cease and JBH Processing shall have no further obligation to make any such payments. 2. REFERRER COMPENSATION. Subject to the terms of this Agreement, Referrer shall receive as his sole basis of compensation for the performance of his duties as set forth in this agreement monthly residual payments of 20% PERCENT(20%) of all profits on any accounts placed with JBH Processing. However, JBH Processing compensation rates and policies shall be subject to change by JBH Processing in its sole and absolute discretion at any time upon thirty (30) days advance written notice to Referrer. However, any changes to JBH Processing compensation rates shall not affect compensation paid on accounts approved prior to the effective date of the change. Notwithstanding anything contained in this Agreement to the contrary, it is expressly understood and agreed that JBH Processing shall be under no obligation to make any payment to Referrer hereunder as to any Merchant for which JBH Processing is no longer receiving, for any reason whatsoever, its corresponding compensation from its Banks (i.e. if JBH Processing doesn t get a monthly residual payment, then Referrer doesn t get paid either). In addition, it is expressly understood and agreed that JBH Processing shall be under no obligation to make any payment to Referrer hereunder in the event that Referrer commits an act of fraud, misrepresentation, or violates any provision of this Agreement. It is further understood and agreed that Referrer shall bear no liability to JBH Processing for the face value of any merchant chargebacks, except to the extent that any such merchant chargebacks are either directly or indirectly related or attributable to the negligence or wrongful act of Referrer in which case JBH Processing and the Member Banks shall have full recourse to Referrer, and Referrer shall be liable to JBH Processing for the full face value of any such merchant chargebacks. Except as herein provided, the provisions of this paragraph shall survive termination of this Agreement. 1

2 Except as otherwise set forth herein, JBH Processing shall assume all credit risk with respect to any merchant solicited by Referrer which contracts through JBH Processing for electronic transaction processing services. 3. TERM AND TERMINATION. This Agreement shall be effective for 3 years, from the date specified above. This Agreement shall be automatically renewed for successive 1 year terms unless written notice of termination is given by JBH Processing or Referrer at least sixty (60) days prior to the expiration of the initial term or any subsequent term hereof. Notwithstanding the foregoing, either party may terminate on thirty (30) days prior written notice for any material breach of this Agreement. 4. NON-SOLICITATION: NON-COMPETITION (a) Non-Interference It is the intent of this Agreement that all electronic transaction processing relationships submitted to a Member Bank by Referrer through JBH Processing and accepted by the Member Bank shall belong to JBH Processing and to the Member Bank to which the Merchant Account is submitted (if accepted) and that Referrer shall take no action, either directly or indirectly, to interfere with any such relationship as long as any Merchant Agreement of any merchant solicited by Referrer remains in effect, Referrer shall not interfere in any manner whatsoever with the contractual rights and interests of the Banks and/or JBH Processing under any such Merchant Agreement, either directly or indirectly (including, without limitation, through any partnership, joint venture, affiliate, or other entity or arrangement whatsoever), or to cause or attempt to cause any Merchant processing through a Member Bank and/or acquired by JBH Processing to engage in electronic transaction processing through any person or entity other than such Member Bank. If Referrer, directly or indirectly, violates the provisions of this Subparagraph 4(a), by its own act or omission or by permitting the act or omission of any other person or entity described herein, JBH Processing shall be entitled to all remedies it may have under this Agreement or applicable law and Referrer's right to receive residuals shall immediately terminate. This Subparagraph 4(a) shall survive termination of this Agreement. (b) Non-Solicitation Without JBH Processing s prior written consent, Referrer shall not cause or permit any other person or entity to solicit or otherwise cause any Merchant to terminate its participation in the Merchant Program of any Member Bank during the period that this Agreement remains in effect and for a period of the greater of three (3) years from the date of termination, expiration or cancellation of this Agreement or the life of the Merchant s processing with the Member Bank. 2

3 Furthermore, during such period, the parties shall not directly or indirectly through another entity call on, solicit, or take away or attempt to call on, solicit, or take away any employee, Referrer, affiliate, or Member Bank of the other party to the Agreement in order to induce or attempt to induce such person to cease doing business with the other party or its affiliates. Furthermore, without JBH Processing s prior written consent from a current officer, Referrer shall not permit or assist any other person or entity to solicit or provide any other services or products to any Merchant solicited on behalf of JBH Processing. If Referrer, directly or indirectly, violates the provisions of this Subparagraph 4(b), by its own act or omission or by permitting the act or omission of any other person or entity described herein, JBH Processing shall be entitled to all remedies it may have under this Agreement or applicable law and Referrer's right to receive residuals shall immediately terminate. This paragraph 4(b) shall survive for a period of five (3) years following any termination of this Agreement. (c) Non-Disclosure of Confidential Information and Non- Dissemination of BRMS Intellectual Property Except in accordance with JBH Processing business, Referrer shall not use, either directly or indirectly, any JBH Processing Confidential Information or any JBH Processing Intellectual Property and Referrer shall not tell, disclose, transmit, or disseminate, either directly or indirectly, either orally or in writing, any JBH Processing Confidential Information or any JBH Processing Intellectual Property to any third party. Confidential Information shall include all JBH Processing trade secret and confidential information not generally available, with respect to customer lists and lead lists, JBH Processing pricing of products and services, processors and Member Banks represented by JBH Processing, JBH Processing practices, policies and procedures, and similar proprietary information about JBH Processing Customers. As used herein, Referrer acknowledges that information concerning the likes, dislikes, peculiarities, business, and specific needs of JBH Processing leads, JBH Processing customers, and potential customers solicited on behalf of JBH Processing constitutes Confidential Information. This paragraph 4(c) shall survive for a period of five (5) years following any termination of this Agreement. (e) Non-Circumvention of Electronic Transaction Processors As part of the services provided by JBH Processing hereunder, JBH Processing shall introduce Referrer and the Merchant accounts solicited by Referrer to one or more electronic transaction processors. Referrer acknowledges that the identity of such electronic transaction processors and information relating to such processors is confidential and a trade secret of JBH Processing. For that reason, Referrer agrees that for a period of THREE (3) years after the termination or expiration of its agency relationship with JBH Processing, Referrer shall not form or operate, participate in the formation or operation of, provide services to, or on behalf of, any business which transacts 3

4 any business, either directly or indirectly, with any such electronic transaction processor. 5. VENUE Any dispute arising under or related to this Agreement shall be resolved by courts sitting in the County of Los Angeles, State of California, which shall have exclusive jurisdiction over any such claim. The parties expressly waive any right to trial by jury. In any such court action, the prevailing party shall be entitled to recover its reasonable attorney s fees. 6. GOVERNING LAW This Agreement, and all the documents referred to herein, shall in all respects, be interpreted, enforced and governed by and under the laws of the state of California. This Agreement shall be deemed to have been jointly prepared by the parties and it shall not be interpreted against any party based upon its drafting. This Agreement was made in, and is to be partially performed in, the County of Los Angeles, State of California. 7. CREDIT AND BACKGROUND INVESTIGATION N/A 8. ASSIGNMENT No interest or right of Referrer under this Agreement shall be assigned or transferred in any manner by Referrer without the express prior written consent of JBH Processing. JBH Processing may assign this Agreement at any time without prior written notice to Referrer. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. 9. MODIFICATION This Agreement may only be amended, modified, or canceled by a writing, which has been duly executed by all of the parties hereto. 10. INVALIDITY Should any portion of this Agreement be held to be invalid, unenforceable or void, such holding shall not have the effect of invalidating or voiding the remainder of this Agreement and the parties hereby agree that the portion held invalid, unenforceable or void, shall, if possible, be deemed amended or reduced in scope, or otherwise be stricken from the Agreement, to the extent required for the purpose of the validity and enforcement hereof. 4

5 11. WAIVER No waiver of any term, covenant, condition or obligation of this Agreement, or any breach thereof, shall be effective unless granted in writing. The waiver by any of the parties of any term, covenant, condition or obligation herein contained or of any breach thereof, shall not be deemed to be a waiver of any other term, covenant, condition or obligation herein contained or any prior, concurrent or subsequent right hereunder. 12. ENTIRE AGREEMENT This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements, understandings and contracts between the parties with respect to the subject matter hereof. There are no covenants, terms, conditions, or agreements between the parties which are not contained herein By: Name: Title: ISO Director/Owner By: Name: Title: JBH Processing Referrer: Paul Jones To be completed by Referrer: Company Name: Paul Jones Contact Name: 5

6 Address: City: State Zip code FEIN: Phone: FAX: 6

7 Note: No compensation will be paid on merchant accounts that have been closed, rejected fees, have experienced suspect and/or fraudulent transactions or activity. 7