CONNECTION SERVICES AGREEMENT No: SBCIDP01
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1. Interpretations...................................................... 3
1.1 Definitions................................................ 3
1.2 Construction of Terms...................................... 5
1.3 Business Days.............................................. 6
1.4 Statutes and Agreements.................................... 6
2. TCS Services......................................................... 6
2.1 Service Provider........................................... 6
2.2 [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]......................................... 7
2.3 Settlement Agent........................................... 7
2.4 Covenants with respect to the IDP Service.................. 8
3. Customer Obligations................................................. 9
3.1 Customer Covenants......................................... 9
4. Audit................................................................ 12
5. Term and Termination................................................. 12
5.1 Initial Term............................................... 12
5.2 Termination (Non Monetary Default)......................... 13
5.3 Termination (Monetary Default)............................. 13
5.4 Termination (Insolvency)................................... 13
5.5 Effect of Termination...................................... 15
6. [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]......................................... 16
6.1 [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]......................................... 16
6.2 [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]......................................... 17
7. Confidentiality...................................................... 17
8. Warranties........................................................... 17
9. Indemnity and Remedies............................................... 18
9.1 By the Customer or its Agents.............................. 18
9.2 By TCS..................................................... 19
9.3 Limitation of Liability.................................... 19
9.4 Indemnification Notice..................................... 20
10. Exclusivity.......................................................... 20
11. Relationship of Parties.............................................. 20
12. [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
Binding Effect.............................................................. 20
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13. Waiver............................................................... 21
14. Titles............................................................... 21
15. General.............................................................. 21
16. Governing Law........................................................ 22
17. Notice............................................................... 22
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CONNECTION SERVICES AGREEMENT No: SBCIDP01
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AN AGREEMENT made the November 16, 2000 between
TCS (CANADA) LIMITED, a Company incorporated under the laws of Ontario,
with registered offices located at 000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxxx, Xxxxxx, X0X 0X0, (hereinafter referred to as "TCS") and
SECURITY BANCORP INC., a Company incorporated under the laws of Alberta,
with registered offices located at Bldg. F, Unit 3 - 0000 0xx Xxxxxx X.X.,
Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0 (hereinafter referred to as the
"Customer").
WHEREAS TCS is a member of an association known as the "Interac
Association";
AND WHEREAS as a member, TCS is classified as an Indirect Connector;
AND WHEREAS the Interac Direct Payment service (the "IDP" Service) enables
a cardholder who presents an eligible card and enters a valid PIN at the
Terminal of another member, on-line, real-time access to such a cardholder's
eligible account in order to, among other things, obtain goods and services, in
accordance with the procedures and standards established by the Interac
regulations;
AND WHEREAS the Customer [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] a number of [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] which
comply with TCS's list of Certified Point of Sale Terminals (Schedule "A");
AND WHEREAS TCS has been authorized by the Board of Directors of the Interac
Association to perform the function [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] in the IDP Service;
AND WHEREAS TCS has executed an agreement with the Bank of Montreal wherein the
Bank of Montreal has agreed [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] for TCS;
AND WHEREAS the Customer has requested TCS, and TCS has agreed, to
provide such services as are described herein;
NOW THEREFORE WITNESS that in consideration of the foregoing premises and the
mutual covenants and conditions hereinafter set forth and for [CONFIDENTIAL
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PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] of which are hereby acknowledged by TCS and the Customer, TCS and
the Customer hereby acknowledge, conform, covenant and agree as follows:
1. Interpretations
1.1 Definitions
The following terms have the following meanings:
"Agents" means any entity under contract or agreement with the Customer to
provide services to the Customer in the operation of a Customer's
Terminal. This would include, without limitation, Terminal vendors, and
installation and service providers.
"Affiliate" means an entity that is affiliated with another entity.
"Agreement" means this Agreement together with all schedules, exhibits,
addenda, attachments and other agreements now and hereafter annexed hereto
or incorporated herein by reference as it or they may be amended,
supplemented, replaced, re-stated or otherwise modified from time to time.
"Applicable Laws" means, with respect to any Person, property,
transaction, event, or other matter, any law, rule, statute, regulation,
order, judgement, decree, treaty or other requirement having the force of
law (collectively the "Law") relating or applicable to such Person,
property, transaction, event, or other matter. Applicable Law also
includes, where appropriate any interpretation of the Law (or any part) by
any Person having jurisdiction over it, or charged with its administration
or interpretation.
"Breaching Party" has the meaning attributed to it in Section 5.2.
"Business Day" means any day on which chartered banks are open to the
public for the conduct of business in the province designated by TCS as
the address for its registered offices but does not include any Saturday
or Sunday or any statutory or civic holiday observed by such institutions
in the province of Ontario.
"Certified Point of Sale Terminal" has the meaning attributed to it in
Schedule "A" of this Agreement.
"Charges" has the meaning ascribed to such term in Section 6.1(i).
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CONNECTION SERVICES AGREEMENT No: SBCIDP01
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"Commencement Date" means the date of execution of this Agreement.
"Confidential Material" means [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
"Connection Service Provider" means TCS as an [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] or other such
agency under contract to TCS to provide [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] as defined by Interac.
"Customer Account" means the current bank operating account which the Customer
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] for the purposes of [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] in the IDP Service.
"Eligible Point of Sale Terminal" means a Terminal which is a point of sale
Terminal [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] by the Customer, or third party Persons [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] with the Customer and [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] the Customer or any of
its Affiliates, which the Customer or any of its Affiliates has advised TCS in
writing that such Terminal is [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] and which meets the requirements
and standards described in Schedule "A" attached hereto.
"Fees" have the meaning ascribed to it in Section 6.1(i).
"Initial Term" has the meaning attributed to it in Section 5.1.
"IDP" has the meaning Interac Direct Payment as defined by Interac.
"IDP Service" has the meaning Interac Direct Payment as defined by
Interac.
"Interac Association" or "Interac" has the meaning attributed to it in the
first recital of this Agreement.
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CONNECTION SERVICES AGREEMENT No: SBCIDP01
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"Installation Service Agent" is an agent under contract or agreement with
the Customer who, amongst other things, provides warehousing and
pre-production initialization of a Customer's Terminal and who provides
production site preparation.
"Losses" means any and all claims, actions, demands, losses, damages,
costs, expenses, liabilities and settlements, including without limitation
and legal fees, costs, expenses, disbursements and court costs.
"Parties" mean the Customer and TCS, collectively and "Party" means either
one of them, as the context requires.
"Person" means any individual, corporation, partnership, joint venture,
trustee or trust, government or agency thereof, unincorporated
association, or any entity and pronouns have a similar extended meaning.
"Renewal Term" has the meaning attributed to it in Section 5.1.
"Settlement Agent" means TCS using the [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], or other such agency
under contract to TCS for this purpose, who are [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] as defined by
Interac processed through TCS's Switch.
"Switch" means the hardware and software operated by TCS for the purposes
of connecting a network of IDP Terminals to Interac.
"Taxes" mean any and all present and future taxes of any kind or nature
whatsoever including, without limitation, levies, imports, transfer taxes,
stamp taxes, documentary taxes, royalties, duties, value-added taxes
(including without limitation all taxes, interest, penalties and fines
imposed under Part IX of the Excise Tax Act (Canada) and the regulations
made thereunder), sales tax, business transfer taxes, excise taxes,
property taxes, government fees and other federal, provincial, regional,
municipal or local taxes and all fees deductions, withholdings and
restrictions or conditions resulting in a charge imposed, levied,
collected, withheld, or assessed by any authority of or within any
jurisdiction whatsoever having the power to tax, together with penalties,
fines, additions to tax and interest thereon.
"Term" means the Initial Term together with each Renewal Term, if any.
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CONNECTION SERVICES AGREEMENT No: SBCIDP01
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"Terminal" means an Eligible Point of Sale Terminal as defined in Section
1.1 of this Agreement.
"Terminal Operator" means an Agent responsible for the day to day
operation of an Eligible Terminal at the Terminal site.
1.2 Construction of Terms
In this Agreement, whenever the singular or the plural form is used, the
same shall include the plural or the singular as and when required by the
context in which such form is used. Words denoting one gender include all
genders unless contrary intention is to be inferred from or required by
the subject matter or context. References in this Agreement to "hereof',
"herein", "hereto" and "hereunder" shall be deemed to refer to this
Agreement and shall not be limited to the particular article or section in
which such word or words appear, unless a contrary intention is to be
inferred from or required by the context. All references herein to
Articles or Sections are to the Article or Sections of this Agreement.
Unless otherwise stated herein or the context otherwise requires, all
dollar amount referred to herein refer to the law currency of Canada.
1.3 Business Days
In the event that any act is required hereunder to be done, any notice is
required hereunder to be given, or any period of time is to expire
hereunder on any day that is not a Business Day. Such act shall be
required to be done or notice shall be required to be given or time shall
expire on the next succeeding Business Day.
1.4 Statutes and Agreements
Unless otherwise indicated herein, all references in this Agreement to any
statute mean such statute as amended, re-enacted or replaced from time to
time, and include all regulations promulgated thereunder and all
references herein to any agreement mean such agreement as amended,
modified, varied, restated, or replaced from time to time with the written
agreement of the parties hereto.
2. TCS Services
2.1 Service Provider
(i) The Customer hereby appoints TCS and authorizes TCS to act as the
Connection Service Provider to the Customer for the IDP Service and TCS
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CONNECTION SERVICES AGREEMENT No: SBCIDP01
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hereby acknowledges, confirms and agrees to such appointment and
authorization by the Customer.
(ii) TCS agrees to connect the Customer's Certified Point of Sale Terminals to
the Interac IDP Service and to [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] for the Customer in the
IDP Service and [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] for TCS to act and/or function as the
Connection Service Provider to the Customer [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] at Eligible Point
of Sale Terminals, all in accordance with and pursuant and subject to:
(a) The terms and conditions of this Agreement; and
(b) The Interac Association Regulations.
2.2 [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
TCS will make available, upon the Customer's written request, [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] that will be levied to all IDP transactions. At this time,
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] MasterCard, VISA or any other non-Interac network
transactions. [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] during the installation [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] into the TCS Switch. Amending [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] by Terminal may be
permitted subject to the conditions as detailed in Schedule "E" attached hereto.
2.3 Settlement Agent
(i) The Customer hereby appoints TCS and authorizes TCS to act as the
Settlement Agent for the Customer in the IDP Service, and TCS hereby
acknowledges, confirms and agrees to such appointment and authorization
by the Customer.
(ii) TCS agrees to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] for
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TCS to act and/or function as, and to represent the Customer as, the Settlement
Agent for the Customer in the IDP Service, all in accordance with and pursuant
and subject to:
(a) The terms and conditions of this Agreement; and
(b) The Interac Association Regulations.
(iii) TCS shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION], for and on behalf of the Customer,
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] to the Customer [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] operated by TCS on
behalf of the Customer, and/or its Affiliates. TCS, [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] from
the Terminal Operator, as defined from time to time by TCS.
In any Business Day TCS will [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] that have been included in the
Customer's [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] processed by TCS's Switch. Such
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] will be sent to the Switch by the Terminal Operator using a
process applicable to the Terminal and as defined from time to time by TCS.
On any given Business Day, TCS will [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
TCS shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION], to the Customer [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] by no later than
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] following such time as such [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] are
transferred to TCS by the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] using the means agreed to from
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time to time by [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] and TCS [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
2.4 Covenants with respect to the IDP Service
TCS covenants and agrees that:
(i) it shall maintain the levels of performance of all elements of all
of the Customer's Terminals in accordance with the standards set out
in Schedule "D" attached hereto;
(ii) it shall comply in all respects with all of:
(a) the agreements, terms and conditions set forth in this
Agreement; and
(b) the Interac Association Regulations;
(iii) it shall remain at all times a member in good standing with the
Interac Association;
(iv) for the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] by the Customer and detailed in Schedule "B"
attached hereto, it shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] for IDP transactions captured by
TCS at Terminals [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] TCS on behalf of the Customer;
(v) for the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] by the Customer and detailed in Schedule "E"
attached hereto, it shall provide a service to:
(a) [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION];
(b) [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] as set out in Schedule "A" attached hereto, into the
Customer's Terminals;
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(vi) it shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] set up specifically for the purpose of
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] by TCS for and on behalf of the Customer and [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] to the Customer for transactions emanating from Terminals operated
by TCS on behalf of the Customer. Further that such [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] shall
be held separate from other [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] used in the normal operation of
TCS's business;
(vii) as mutually agreed between the Parties, it shall put in place processes,
which shall ensure that any change to [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] with respect to the
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] shall be made only with [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] from the Customer
and further that TCS agrees that it shall [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] to the Customer to
any other [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] without prior [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] or direction from the
Customer;
(viii) it shall provide [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] defined and mutually agreed to from time
to time by TCS and the Customer, [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] as are defined in
Schedule "F" attached hereto;
(ix) it shall provide [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] which will allow the Customer to
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] pertaining to their Eligible Terminals in accordance with
Schedule "H" attached hereto.
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3. Customer Obligations
3.1 Customer Covenants
The Customer covenants and agrees:
(i) to comply in all respects with all of:
(a) the agreements, terms and conditions set forth in this
Agreement; and
(b) the Interac Association Regulations;
(ii) to provide [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION];
(iii) to provide TCS, [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION];
(iv) to deliver and / or transmit to TCS [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] associated with the
Customer's Terminals as may be required by TCS in order to function as
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION], and the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION], the Customer in the IDP Service;
(v) that the Customer shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] arising out of this agreement
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]under the laws of Canada;
(vi) that the Customer shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] on the Customer's behalf and that
TCS shall not, at any time or in any way or in any manner whatsoever, be
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION];
(vii) at TCS's request, the Customer agrees to participate in the [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] (as defined by the Interac Association) and
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further that the Customer agrees to be [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] made by the
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION], or other [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] under contract to TCS to
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION];
(viii) that TCS shall not, at any time or in any way or in any manner
whatsoever, be [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION];
(ix) that the Customer shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] by TCS's personnel during any on
site visits required in the execution of this contract. [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] shall
be pre-approved in writing by the Customer and shall include, but not be limited
to, the following:
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
(x) that the Customer acknowledges that TCS has [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] to TCS's
Switch software and hardware;
(xi) that the Customer will be responsible for [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. Further that
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] associated with the said communications facilities shall be
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] of the Customer and that TCS shall not, at any time or in
any way or in any manner whatsoever, [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. Such [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION], as mutually agreed to by both Parties, shall be installed in
accordance with [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] for said facilities;
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(xii) that the Customer will be responsible for [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] a Terminal at
a remote site;
(xiii) to notify TCS that a Terminal is to be disconnected from service no later
than [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] before the date of the disconnection using the method
provided by TCS for this purpose;
(xiv) that the Customer will be responsible for [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] at the
Customer's Terminals during the time they were connected to TCS's IDP service;
(xv) that the Customer guarantees that TCS shall [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] to provide IDP
transaction processing services to the Terminal site, [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Customer or its agents [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] to process IDP transactions from a
device at the said Terminal site.
The Customer shall be in breach of this clause 3.1 (xv) if, without prior
written approval from TCS:
o the Customer [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] the Terminal at the site with a terminal
performing the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] connected to [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] switch
provider;
o the Terminal is [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] for the purposes of [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION];
o the Customer [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] at the Terminal site [CONFIDENTIAL PORTION
DELETED AND FILED
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SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] by connecting this other
terminal to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION].
For each and every breach occurring under this Section 3.1 (xv), the Customer
agrees to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] effective at the time of the breach. Further that the
Customer agrees that TCS [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] to the Customer or its clients for IDP
transactions processed by TCS.
4. Audit
TCS shall have [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] made by TCS to the Customer, to
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION], during normal business hours, those computer facilities
and operations of the Customer which are involved in any part of TCS's Switch.
Qualified [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] consultants, as determined by TCS [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], will
be employed by TCS for the purpose of any such [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. The Customer
shall have [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION], as a condition of such [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION], to require any such consultants to execute such form of
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] as the Customer may reasonably require. The [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] of any such [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] shall be the sole responsibility of TCS
and any such consultant so employed will be required to create [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION], which are [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] to TCS and the Customer.
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CONNECTION SERVICES AGREEMENT No: SBCIDP01
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The Customer shall be [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION], which is generated by the consultants
engaged for the purpose of conducting such [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
5. Term and Termination
5.1 Initial Term
This Agreement shall be effective and shall continue in full force and effect
for an initial term (the "Initial Term") of [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] as of and from the
Commencement Date, unless and until terminated pursuant to the terms of this
Agreement, and shall continue and remain in full force and effect under the same
terms and conditions after the Initial Term for [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] (each such
period being a "Renewal Term") unless and until terminated pursuant to the terms
of this Agreement or unless either party gives notice to the other party at
least [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] prior to the expiration of the Initial Term or a subsequent
Renewal Term that they wish to terminate this agreement. If such notice is given
the effect shall be as described in Section 5.5 of this Agreement.
5.2 Termination (Non Monetary Default)
Except as otherwise set forth in and subject to Section 5.3, if either Party
believes, as determined in its sole discretion, that there has been a material
breach of this Agreement by the other Party (the "Breaching Party"), such Party
("the Claiming Party") must notify the Breaching Party in writing specifying in
reasonable detail the nature of the breach within [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of learning of
said breach.
In the case of a partial loss of service, the Breaching Party shall have
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] days (or longer if the Parties agree) in which to remedy
the breach. If such a breach has not been remedied to the satisfaction of the
Claiming Party by the end of the [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
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CONNECTION SERVICES AGREEMENT No: SBCIDP01
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(or such longer remedy period if the Parties agree), the Claiming Party shall
have the right to issue formal written notice of termination to the Breaching
Party, such termination to take place no sooner than the [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Business Day following the expiration of such [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] or longer period.
In the case of a complete loss of service, whereby none of the Customer's
Terminals are able to connect to TCS's Switch, TCS shall have [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] (or longer if the Parties agree) in which to restore the TCS Switch
to a fully operating service and restore access to the Customer's Terminals. If
the TCS Switch is not restored to full service by the end of the [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] (or such longer period if the Parties agree), the Customer shall
have the right to issue formal written notice of termination to TCS, such
termination to take place immediately on issuing the written notice.
5.3 Termination (Monetary Default)
If either Party should default in the [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] hereunder and such
default is not remedied within [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] after written notice
thereof is given by the non-defaulting Party to the defaulting Party, such
non-defaulting Party may, at its option and without further notice, immediately
terminate this Agreement without prejudice to any other remedies which it may
have by reason of such default.
5.4 Termination (Insolvency)
If either party shall:
(i) admit in writing its inability to pay its debts generally as they
become due or generally fail or cease to pay its debts generally as
they mature or become due; or
(ii) cease or threaten to cease to carry on its business or commit or
threaten to commit any act of bankruptcy; or
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CONNECTION SERVICES AGREEMENT No: SBCIDP01
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(iii) make or agree to make an assignment, disposition or conveyance,
whether by sale or otherwise, of all of its assets (or a
substantial portion thereof) in bulk; or
(iv) have or suffer a judgement order, decree, execution, writ, warrant,
sequestration, extent or any similar process, made, issued, entered and/or
enforceable against, or a distress, execution or analogous process levied or
enforceable upon all or any substantial part of its property or assets which is
not removed stayed, set aside, denied, vacated, or released within [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] after the issuance, entry, levy thereof or after any stay is
removed, vacated, denied, or set aside; or
(v) consent to or suffer the appointment of a trustee, trustee in bankruptcy,
liquidator, receiver and manager, custodian, curator, sequester or other
official with similar powers in respect to all or any substantial part of its
property or assets, which appointment is not stayed, removed, set aside, denied,
vacated, or released within [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] after the date thereof or after any
stay is removed, vacated, denied or set aside; or
(vi) have any proceeding instituted or commenced against it to
adjudicate it as bankrupt or insolvent, or to petition it into
bankruptcy, or to seek liquidation, winding up, reorganization or
arrangement, relief from or composition of its debts, under any
applicable legislation now or in the future, including without
limitation under the Companies' Creditors Arrangement Act
(Canada), Bankruptcy and Insolvency Act (Canada) or the
Winding-Up Act (Canada) or any other bankruptcy, insolvency, or
analogous laws; or
(vii) take any action in respect to its dissolution, winding-up or
liquidation, or institute any proceedings to be adjudicated a
bankrupt or insolvent, or consent to, approve or authorize the
institution of bankruptcy or insolvency proceedings against it, or
file any petition or proposal to take advantage of any act of
insolvency, or take any action, make any proposal or file or present
any petition (or consent to the filing or presentment of any such
petition), answer or consent seeking liquidation, winding-up,
reorganization, arrangement or relief from or composition of its
debts under any applicable legislation now or in the future,
including without limitation under the Companies' Creditors
Arrangement Act (Canada), Bankruptcy and Insolvency Act (Canada) or
the Winding-Up Act (Canada) or any other bankruptcy, insolvency, or
analogous laws, or make any assignment in bankruptcy or make any
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CONNECTION SERVICES AGREEMENT No: SBCIDP01
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other assignment for the benefit of creditors, or take any corporate
action in furtherance of any of the aforesaid purposes;
then the other Party shall have the right, subject to the Applicable Laws,
to terminate this Agreement immediately and / or take any other reasonable
actions it considers necessary or desirable, including without limitation,
establishing reserves, withholding payments or funds due or available to
or on behalf of such other Party.
5.5 Effect of Termination
(a) During any period after which notice of termination has been given by either
Party and prior to the termination of this Agreement, except as otherwise
provided herein, each of TCS and the Customer shall [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION],
unless otherwise prohibited by law.
(b) In the event of the expiration or termination of the Agreement, the Customer
shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] to give effect to the expiration or the termination of this
Agreement in accordance with any written request of TCS.
(c) In the event of the expiration or termination of the Agreement, TCS shall
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] to the expiration or the termination of this Agreement in
accordance with any written request of the Customer.
(d) In the event of the expiration or termination of the Agreement all Terminals
operated by TCS on behalf of the Customer and/or its affiliates shall,
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION].
(e) Notwithstanding the expiration or termination of this Agreement for
any reason:
(i) [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] expiration or termination shall [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] such
expiration or termination;
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CONNECTION SERVICES AGREEMENT No: SBCIDP01
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(ii) the provisions of Section 7 and Section 9 shall [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of
this Agreement with respect to events occurring at or prior to such expiration
or termination or matters, [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] or termination.
6. [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
6.1 [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] by the Customer
(i) In [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] of TCS providing the Customer with IDP Services, the
Customer [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] on a complete or incomplete [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], set
forth in Schedule "B" attached hereto (collectively, the "[CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]")
together with [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] applicable thereon (the [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] applicable thereon being hereinafter collectively referred to as the
"[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]"); and
(ii) for each Terminal [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] by the Customer and attached to TCS's
Switch network as defined in this Agreement, [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] as set forth in
Schedule "E" attached hereto; and
(iii) the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION], as detailed in Schedule "H" attached hereto, to allow
the Customer to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] pertaining to their Eligible Terminals; and
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(iv) a [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION], set forth in Schedule "G", [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] in
TCS's switch network.
6.2 [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
(a) The [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] and TCS to obtain [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] or any part thereof [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] or any part
thereof [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] on behalf of the Customer from the
completed transactions processed through the Customer's Eligible Point
of Sale Terminal connected to TCS's switch.
If the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] shall [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] to the
Customer, the Customer will provide TCS, at its sole discretion, with the
authority to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] to the Customer.
(b) The determination of [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] by TCS in
accordance with Schedule "B" annexed hereto shall, in the absence of
manifest error, constitute evidence of the [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] and such determination by TCS shall be binding upon the
Customer.
(a) If the Customer [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of any
nature [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES
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CONNECTION SERVICES AGREEMENT No: SBCIDP01
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AND EXCHANGE COMMISSION] by it hereunder on the [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] therefor, the Customer shall [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] in the same [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] as
such [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] before and after [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION], until actual [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] at a
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION].
7. Confidentiality
(i) Except as otherwise provided in this Agreement, TCS and the
Customer shall treat the Confidential Material of the other as
confidential; exercise at least the same degree of care and
discretion with respect to the Confidential Material of the other as
it exercises in protecting its own Confidential Material; not
disclose or otherwise make available any of the Confidential
Material of the other to third parties; not copy any of the
Confidential Material of the other without the prior written consent
of the other; and instruct its personnel who may gain access to the
Confidential Material of the other to observe these restrictions.
(ii) TCS agrees that it shall not, at any time disclose the nature
of its business relationship with the Customer to third parties or
use the Customer's name in any advertising copy or any promotional
materials or messages, without the Customer's prior written consent.
(iii) This Section 7 does not apply to any information that is in
the public domain through no breach of confidence by TCS or the
Customer and to information that is available to one party from some
source other than the party without a breach of confidence with the
other party or is independently developed by the other Party.
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CONNECTION SERVICES AGREEMENT No: SBCIDP01
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8. Warranties
TCS hereby represents and warrants to the Customer as follows:
(a) TCS has the right and the requisite power and authority, corporate
and otherwise, to perform its obligations under this Agreement in
accordance with the provisions of this Agreement;
(b) TCS is a Member in good standing of the Interac Association;
(c) at TCS's sole discretion, it has [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] and
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] in the IDP Service; and
(d) TCS is in compliance in all material respects with the Interac
Association Regulations.
9. Indemnity and Remedies
9.1 By the Customer or its Agents
Subject to Section 9.3, the Customer or its Agents shall indemnify and
hold TCS, its officers, directors, employees, agents, and other
representatives harmless, from and against any Losses incurred or suffered
by such Persons which are, directly or indirectly, or in any way or in any
manner whatsoever, the result of, caused by or arise by reason of:
(i) any [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] of the Customer or of
officers, directors, employees, Agents, legal counsel and
other representatives in the performance of any of the duties
and obligations of the Customer under this Agreement or
otherwise;
(ii) any [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION], the Customer or its
Agents contained in this Agreement;
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CONNECTION SERVICES AGREEMENT No: SBCIDP01
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(iii) any [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] by the Customer or
its Agents under, or any [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
by the Customer of, any agreement, covenant, term or
provision of this Agreement; and
(iv) the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] of this Agreement or
any provision hereof as a result of any of the matters set
forth in Sections 9.1(i). 9.1(ii) or 9.1 (iii).
9.2 By TCS
Subject to Section 9.3, TCS shall indemnify and hold the Customer, its
officers, directors, employees, agents, and other representatives
harmless, from and against any Losses incurred or suffered by such
Persons which are, directly or indirectly, or in any way or in any manner
whatsoever, the result of, caused by or arise by reason of:
(i) any [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] of TCS or of its
officers, directors, employees, agents, legal counsel and
other representatives in the performance of any of the duties
and obligations of TCS under this Agreement or otherwise;
(ii) any [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] TCS or its agents
contained in this Agreement;
(iii) any [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] by TCS or its agents
under, or any [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] by
TCS of, any agreement, covenant, term or provision of this
Agreement; and
(iv) the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE
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CONNECTION SERVICES AGREEMENT No: SBCIDP01
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COMMISSION] of this Agreement or any provision hereof as a
result of any of the matters set forth in Sections 9.2(i).
9.2(ii) or 9.2(iii).
9.3 Limitation of Liability
In no event shall:
(i) Either Party be liable to the other, or in any way or in any manner
whatsoever, for any [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], including
but not limited to [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION];
(ii) TCS be liable for any [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] caused by
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] or its members.
(iii) TCS be liable for any [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] caused by a
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] of the Terminal connected to
TCS's Switch.
9.4 Indemnification Notice
Each Party shall promptly notify the other Party of any claim, demand,
suit, action or threat of suit or action of which the Party becomes aware
(except with respect to a threat of suit or action either Party might
institute against the other Party) which may give rise to a right of
indemnification pursuant to this Agreement. The indemnifying Party will be
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] thereof and, if the indemnifying Party elects, to
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] thereof with counsel satisfactory to the indemnified
Party. In any case, the indemnifying Party and the indemnified Party shall
cooperate [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] in the [CONFIDENTIAL PORTION
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CONNECTION SERVICES AGREEMENT No: SBCIDP01
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DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
of any such claim, demand, suit or proceeding.
10. Exclusivity
(a) This Agreement and the rights granted hereunder by the Customer to
TCS are [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]. Nothing in this Agreement shall
prevent the Customer from [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] any other
Person to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] to any of the TCS Switch
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION].
(b) This Agreement and the rights granted hereunder by TCS to the
Customer are [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]. Nothing in this Agreement
shall prevent TCS from [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] to other
Person [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] set forth herein.
11. Relationship of Parties
Except as expressly provided in the Agreement, nothing contained in this
Agreement shall be deemed or construed by the Parties, or any other third
party, to create the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] it being understood and
agreed that neither the method of [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] nor any other
provision contained herein shall be deemed to create [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
between the Parties other than the relationship of [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
contracting for services. Except as expressly provided in the Agreement,
neither Party has, nor hold itself out as having, [CONFIDENTIAL
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CONNECTION SERVICES AGREEMENT No: SBCIDP01
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PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION].
12. Non-Assignability; Binding Effect
(a) This Agreement and the rights, benefits, interests and
obligations hereunder are [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] and shall
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] by the Customer, directly or
indirectly, either voluntary or by operation of law, without
prior written consent of TCS, which consent of TCS may not be
unreasonably withheld. No consent of TCS to any [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] shall have the effect of [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] the Customer [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
under this Agreement. (b) This Agreement and the rights,
benefits, interests and obligations hereunder are [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] and shall [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] by
TCS, directly or indirectly, either voluntary or by operation of
law, without prior written consent of the Customer, which consent
of the Customer may not be unreasonably withheld. No consent of
the Customer to any [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] shall
have the effect of [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] TCS
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] under this Agreement. (c)
This Agreement is entered into solely for the [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] and, except as contemplated by this Section
12, shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] upon any Person not a
party to this Agreement. This
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CONNECTION SERVICES AGREEMENT No: SBCIDP01
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Agreement shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] provided that the terms
of Section 12 have been met. This Agreement shall [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION].
13. Waiver
Failure to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] hereunder, irrespective of the length
of time for which such failure continues, shall [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
a waiver of those or any other rights.
14. Titles
Titles or captions contained in this Agreement are inserted only for
convenient reference, and in no way define, limit or describe the scope or
intent of this Agreement or any provisions hereof.
15. General
Notwithstanding anything herein, the Customer shall be entitled
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] under this Agreement to a subsidiary or Affiliate of
the Customer provided that such subsidiary or Affiliate shall agree in
writing to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION].
Time is of the essence of this Agreement. Any extension of time granted
shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] of the foregoing provision. This
Agreement constitutes the entire Agreement between the parties on its
subject matter and supersedes all prior written or oral agreements between
the parties; may not be assigned by either party without the prior written
consent of the other; shall [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]; and shall be
exclusively governed by the laws of the province of Ontario.
28
CONNECTION SERVICES AGREEMENT No: SBCIDP01
================================================================================
16. Governing Law
This Agreement shall be construed, and the legal relations between the
parties hereto shall be determined, in accordance with the laws of
Ontario, Canada in force therein.
17. Notice
Save for routine operational matters, which do not materially affect the
terms and conditions of this Agreement, all notices, documents or other
communications required or permitted by the Agreement to be given to a
Party (collectively the "Notice") shall be in writing and sufficiently
given if delivered personally or by courier or if sent by prepaid
registered or certified mail (return receipt requested) or if transmitted
by facsimile which provides a receipt to such Party:
(i) in the case of notice to TCS:
TCS (Canada) Limited,
Xxxxxxxx Xxxxxxxxx Xxxxxx,
Xxxxx 000,
000 Xxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxx,
Xxxxxx, X0X 0X0
Attention: President
Facsimile: 905 849 1396
(ii) in the case of notice to the Customer:
Attention: Security Bancorp Inc.
Xxxx. X, Xxxx 0
0000 0xx Xxxxxx X.X.,
Xxxxxxx, Xxxxxxx
Xxxxxx, X0X 0X0
Facsimile: 000-000-0000
Notices delivered personally or by courier shall be deemed to have been
received on the date of delivery. Notices delivered by pre-paid registered
or certified mail shall be deemed to have been received on the third
Business Day after mailing, Notices delivered by facsimile shall be deemed
to have been received on the next Business Day after transmission.
TCS (CANADA) LIMITED SECURITY BANCORP INC.
Date: Date:
------------------ -------------------
Signed: Signed:
------------------ -------------------
Name: Xxxx Xxxxx Name:
------------------ -------------------
Title: Vice President Title:
------------------ -------------------
29
CONNECTION SERVICES AGREEMENT No: SBCIDP01
================================================================================
30
Schedule "A"
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] As at November 1, 2000
--------------------------------------------------------------------------------
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Schedule "B"
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
--------------------------------------------------------------------------------
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Schedule "C" [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
--------------------------------------------------------------------------------
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Schedule "D" [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
--------------------------------------------------------------------------------
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Schedule "E" [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
--------------------------------------------------------------------------------
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Schedule "F" [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
--------------------------------------------------------------------------------
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Schedule "G" [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
--------------------------------------------------------------------------------
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Schedule "H" [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
--------------------------------------------------------------------------------
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
