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EXHIBIT 10.5
PROCESSING SERVICES AGREEMENT
This Processing Services Agreement (the "Agreement") is entered into
this ____ day of _________, 2000, by and between [NAME OF PROCESSOR]
("Processor"), with its principal place of business at [ADDRESS OF PROCESSOR]
and ORBIS DEVELOPMENT, INC ("Company"), a Nevada corporation with its principal
place of business at 000 Xxxx Xxxxx Xxxx Xxxxxx Xxxx, Xxxxxx 00000.
RECITALS
WHEREAS, Processor provides total transaction processing services to
financial institutions and other entities within the electronic payments
industry and has developed certain software programs and procedures related to
such services; and
WHEREAS, Company provides services for internet-based transactions to
web merchants and has relationships with financial institutions that acquire
such transactions for collection on behalf of Company; and
WHEREAS, Company wishes to obtain transaction and other data processing
and related services from Processor for its transactions and financial
institutions.
NOW THEREFORE, in consideration of the premises and mutual promises
contained herein and for other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1. SERVICES
1.1 Jurisdiction for Xxxxxxxx.Xxxxxxxx to be performed under the terms
of this Agreement shall apply only to those transactions originating at merchant
locations governed under the rules and regulations of the applicable
international region of Visa International, Inc. ("Visa") and the international
operating regulations of MasterCard International, Inc. ("MasterCard")
(collectively, the "Card Associations"). All transactions shall be in United
States Dollars.
1.2 Company will obtain the authorization contained in Exhibit A of
this Agreement from any member of Visa and MasterCard that will be providing a
Visa Bank Identification Number ("BIN") and MasterCard Interbank Association
number ("ICA") (hereinafter, the "Acquirer") to Processor for submitting payment
transactions for collection under the Acquirer's membership license with Visa
and MasterCard. Processor shall be entitled to rely on such authorization in
providing any services under this Agreement to Company. Company acknowledges
that the implementation of the BIN and ICA are subject to approval of and
timeframes set by the card associations and agrees that it will obtain all the
paperwork required by the Card Associations for such implementations.
1.3 Transaction Authorization and Data Capture. Company will transmit
payment transactions for authorization by card issuers by communications methods
currently available with Processor and with software and hardware that has been
certified to Processor's StrongBox (TM) authorization system. Company will bear
the expense for transmission by means that are not included in Processor's
current communications methods or for communications costs for implementing
dedicated lines or dial numbers within any country other than the United States.
Processor will obtain authorization responses using BASE I file formats through
a Visa Access Point ("VAP") and BankNet file formats through a MasterCard
Interface Processor ("MIP") maintained by Processor and will provide Company
with authorization responses returned via the VAP and MIP. Transaction data
transmitted to Processor will be captured by the StrongBox(TM) system. No less
than once during each business day transaction data will be prepared in file
formats suitable for export to an external clearing and settlement system
designated by Company or will be submitted directly to Visa and MasterCard on
behalf of any financial
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institution providing such authorization in Exhibit A. At Company's option,
other card types for which Processor is certified by the applicable card company
to provide authorization and capture services for international merchants will
be accepted by the StrongBox(TM) system and transmitted to the appropriate card
companies in formats and at such times as have been agreed to between Processor
and the applicable card company.
1.4 Interchange Clearing and Settlement Processing. Processor will
fully format captured transaction data records, as required by the respective
Card Associations for transactions relating to international processing
requirements, from its authorization systems or received from other processing
vendors and will transmit such records into the Card Associations' respective
systems at such times as are determined by Processor and the respective
associations but in any event no less than once daily to each association.
Processor shall obligate itself to meet the cut-off deadlines for transmission
of data for each Card Association on a daily basis. Company will be provided
with reporting of cleared transactions, rejects, retrievals and other items
received in interchange settlement records, including net amounts to be paid to
Company's account by each Card Association. Processor shall have no
responsibility for payment to merchants beyond providing Company with reports
regarding the total number of transactions and US Dollars submitted by each
merchant for settlement and clearing.
1.5 Company shall be responsible for back-up and other protection
against loss, damage or destruction of data received from Processor, and
Processor shall have no obligation or liability with respect thereto. Processor
shall be responsible for back-up and other protection of all data received from
Company or its merchants or agents and from the Card Associations but shall have
no duty or responsibility to provide such data to Company except as required by
ordinary processing practices or by specific terms of this Agreement.
1.6 Portfolio Management Services. At Company's election, Processor
will provide one or more of the following portfolio support services, which will
be more specifically described in Processor's client services operations
manuals:
a. Exceptions Management. Full retrieval and chargeback processing as
set forth in the Card Associations' rules and regulations, including the entry
of debit and credit items for adjustment and collection from Company's customers
into the settlement processing systems of Visa and MasterCard. Company will
provide Processor with written procedures for charging merchants and
resubmitting any dispute items.
b. Account Activation. Account data entry and setup on authorization
and settlement systems and activation of approved accounts pursuant to Company's
written instructions.
c. Risk Management. Production and distribution of daily transaction
reporting for review and disposition by Company.
d. Customer Service. Processor will provide direct support to Company
during business hours, Tucson Time (RMT October to April, PST during period of
US daylight savings) to receive inquiries, perform related research services and
provide written responses to inquiries that are not capable of phone resolution.
Processor will not be responsible for providing direct customer services to any
merchants of Company, including those that may originate transactions from
points of sale located within the United States.
e. Other Services. Processor may perform such other services for or on
behalf of Company as the parties may agree from time to time in writing.
1.7 Communication Services. At Company's request and expense, Processor
will provide communications lines between Processor's facilities and one or more
sites designated by Company and appropriate server links and related services
for the purpose of providing Company with access to its merchant data and for
communications between computer systems, including computer servers, located at
Company or at the facilities any merchant of Company.
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SECTION 2. PROCESSOR PROGRAM LICENSE
Processor hereby grants to Company a non-exclusive and non-transferable
license to use any proprietary products of Processor that may be required in
connection with the performance of this Agreement. This license, regardless of
product covered hereby, shall terminate immediately upon termination of this
Agreement whether for cause or otherwise. In the event Company obtains any
portion of PurchasePoint(TM) (Processor's proprietary suite of internet-enabling
applications), a separate written grant of license and payment of applicable
license fees shall be required prior to delivery of PurchasePoint.
SECTION 3. PAYMENT FOR SERVICES
3.1 Fees payable by Company for transaction processing and related
services are set forth on Schedule A. Fees for services that are to be performed
by Processor at Company's option are set forth on Schedule B. Processor shall
have the right to pass through any increase in fees from third party
communications vendors upon thirty (30) days written notice. Processor may
increase other fees at any time after completion of the first 12 months of the
Agreement; provided, however, increases in fees, other than third party
communications costs, in any succeeding 12-month period shall not exceed a
cumulative total of five percent (5%) and shall be effective only after thirty
(30) days written notice.
3.2 Prior to initiation of services, Company shall provide Processor
with a completed Exhibit B which contains the routing number of a commercial
checking account maintained by Company with a financial institution that is a
member of the United States Federal Reserve's Automated Clearing House ("ACH")
system (the "Account') and hereby authorizes Processor to debit the Account for
any fees payable to Processor and for all adjustments and debits that are made
in the ordinary course of business. A statement or advice of debit will be
provided no less than ten (10) days prior to such debit. In the event Company
disagrees with any amount included in the invoice, Processor shall be provided
written notice of the same within five (5) business days from receipt of the
invoice and shall, nonetheless, be prepared to pay all undisputed amounts within
10 days of receipt of the invoice. The parties will act in good faith to revolve
any dispute within twenty (20) days following notice from Company, but in any
event, such dispute shall not prevent timely payment of any subsequent invoices
for which no dispute is raised. Company shall at all times maintain sufficient
balances in the Account to cover all fees, payments, adjustments and processing
entries which will be made pursuant to and during the term of this Agreement and
for a minimum of sixty (60) days after termination of services and any
de-conversion period agreed to by the parties. Company shall be liable to
Processor for expenses of collection of its fees including its reasonable
attorney's fees and court costs. Late payments shall incur a fee calculated as
interest of 10% per annum or highest rate permitted by law, whichever is less,
during the period in which any undisputed amount remains unpaid.
SECTION 4. TERM
This Agreement is effective from the date hereof and shall continue for
a term of five (5) years (the "Initial Term"). Thereafter, this Agreement shall
be automatically renewed for consecutive two (2) year periods (a "Renewal Term")
unless either party gives the other written notice of non-renewal at least one
hundred and eighty (180) days prior to the expiration date of the then-current
term.
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SECTION 5. TERMINATION
5.1 This Agreement may be terminated by either party:
(a) Upon completion of any then-current term for which the terminating
party has provided proper notice of non-renewal under section 5.
(b) For breach by the other party of any material provision of this
Agreement and failure to cure such breach within fifteen (15) days of written
notice specifying the cause thereof. Notice of such termination must be provided
no more than fifteen (15) days following the breaching party's failure to cure.
5.2 The foregoing subsection 5.1 notwithstanding, Processor shall have
the right to termination at any time after having provided Company of written
notice of its failure to fund any Account overages within 24 hours of written
notice or if Processor has had the right to give notice of overages and make
demand for funding more than three (3) times in any twelve-month period, whether
or not such notice actually given;
5.3 Processor may terminate immediately upon receipt of notice from a
Member of termination of its authorization under Exhibit A.
5.4 Notwithstanding the provisions of Section 10.9(b) below, Company
may terminate immediately, in the event Processor is unable to perform services
set forth in Sections 1.2 and 1.3 for a period in excess of two (2) consecutive
calendar days.
SECTION 6. EFFECT OF TERMINATION
6.1 Immediately upon termination, whether by expiration or otherwise,
Processor's obligation to provide services hereunder shall immediately cease,
and any unpaid amounts due and owing by Customer shall become immediately due
and payable.
6.2 Payment for any services rendered or any other obligation of
liability owing at the time of termination or which becomes owing under this
Agreement whether or not such obligations arise prior to or after the
termination date shall not be affected by termination of this Agreement.
6.3 Processor will provide all reasonable assistance to transfer
Customer's accounts to another payment processor; provided, however, all costs
of transfer shall be at Customer's sole expense based upon Processor's then
current rates for de-conversion of accounts. Provided Customer is not in default
of payment of any amounts due to Processor, Processor will provide processing
services for up to ninety (90) days following termination to afford Customer a
reasonable amount of time for such transfer.
SECTION 7. INDEMNIFICATION; LIMITATION OF DAMAGES
7.1 Processor shall indemnify and hold Company and its respective
officers, directors and employees harmless from any and all claims, costs,
liabilities, losses, damages or expenses (including reasonable attorney's fees)
incurred by Company, or its respective officers, directors and employees,
arising out of any failure by Processor or its employees or agents to comply
with the terms of this Agreement or any negligence, fraud or willful misconduct
by Processor or its officers, directors or employees; provided, however,
Processor shall not be obligated to indemnify Company or its officers, directors
or employees for any matter described in 7.2 below.
7.2 Company shall indemnify and hold Processor and its respective
officers, directors and employees harmless from any and all claims, costs,
liabilities, losses, damages or expenses (including reasonable attorney's fees)
incurred by Processor or its respective officers, directors and employees,
arising out of any failure by Company or its employees or agents to comply with
the terms of this Agreement or any negligence, fraud or willful misconduct by
Company or its officers, directors or employees; provided, however, Company
shall not be obligated to indemnify Processor or its officers, directors or
employees for any matter described in 7.1 above.
7.3 Processor's cumulative liability for any loss or damage, direct or
indirect, for any cause whatsoever (including, but not limited to those arising
out of or related to this Agreement and including the indemnification provided
in Section 7.1 above) with respect to claims relating to events in any one
12-month period following the effective date of this Agreement shall not, under
any circumstances, exceed the lesser of:
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(a) Two Hundred Thousand Dollars ($200,000); or
(b) The amount of Processing Fees paid to Processor pursuant
to this Agreement for services performed in the immediately preceding 12-month
period, and in the case of the first 12-month period of the Agreement, any
minimum processing fees specified for year one in Schedule A.
7.4 The indemnification of Section 7.1 notwithstanding, Processor shall
not be liable to Company, to merchants of Company or to any other party for:
(a) fraudulent or unauthorized transactions submitted by
Company or its agents or merchants howsoever and wheresoever originated; or
(b) selection and operation of any point-of-sale devices or
software by Company or its agents and merchants or for loss of data in transit
between Company's agents and merchants and Processor or between Processor and
acquirers and issuers except for any losses directly attributable to loss of
transactions from the point at which Processor has received such transactions
and prior to a successful transmission of the transactions into the Visa and
MasterCard interchange systems or to gross negligence, willful misconduct or
fraudulent misconduct by Processor or its officers or employees. Processor will
use its best efforts to contract with third parties for the products and
services on which it is dependent, including, but not limited to, communications
carriers, voice authorization providers, equipment manufacturers and their
associated hardware and software providers, whether owned or licensed, however,
Processor shall not be liable to Company for damages, loss, costs or liabilities
suffered or incurred by Company or its merchants attributable to the fault or
negligence of any such third party or parties. In the event of loss of
interchange processing data, Processor will use its best efforts to re-create
and provide the lost data to the appropriate card association or card under
company or to Company, as the case may be, within a reasonable time.
7.5 IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE TO THE OTHER FOR
SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM
OR AS A RESULT OF ANY BREACH OF THIS AGREEMENT.
SECTION 8. PROPRIETARY AND CONFIDENTIAL INFORMATION
8.1 The parties acknowledge that in the performance of the terms of
this Agreement, each may be entrusted with information which the other deems to
be Confidential Information, whether prepared or owned by the party deeming such
information confidential, or otherwise coming into that party's possession or
control, from any third party who deems it confidential or proprietary.
Therefore, each party agrees to keep all information confidential belonging to
the other party confidential and will not disclose any confidential formation to
any person except that either party may disclose:
(a) Information to its employees and representatives, to the
extent required to perform this Agreement;
(b) Any portion of the Information that was or becomes
generally available to the public other than as a result of a disclosure by the
party not claiming ownership of confidential information;
(c) Information required to be disclosed by the any state or
federal bank regulatory agency or any card association having jurisdiction over
the subject matter of this Agreement or by court order or pursuant to
governmental process; and
(d) Information for which the party claiming ownership of
confidential information provides written consent for disclosure.
8.2 For purposes of this Agreement, the term "Confidential Information"
shall mean the following:
(a) Any information, know-how, data process, technique,
design, drawing, program, formula or test data, work-in-progress, engineering,
manufacturing, marketing, financial, sales supplier,
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customer, employee, investor or business information, whether in oral, written,
graphic, electronic or other form; or any other information or a business nature
to the extent not disclosed to or generally known by those persons engaged in
business similar to that conducted by the party claiming confidentiality (other
than by the act or acts of an employee not authorized by the party claiming
confidentiality to disclose such information), including, but not limited to,
confidential sales or marketing information, actual or anticipated research and
development endeavors, customer lists, customer usages and requirements,
financial data, products, technology, equipment, data processing procedures and
techniques and any other secret business plans or activities of either party,
its parents, affiliates or subsidiaries, or information from any third party
which was disclosed to the party claiming confidentiality; or
(b) Any trade secret and any patentable and/or copyrightable
subject matter, including, but not limited to, ideas, inventions, processes,
formulae, methods, refinements, source code and listings, enhancements,
specifications, user manuals, screen displays and formats, computer and software
documentation, software performance results, data and data formats, protocols,
network configurations and the like which are conceived, developed, created or
owned by the party claiming confidentiality; all confidential or secret letters,
memoranda, summaries, notes and any other documents or data in any form or
recorded on any medium pertaining to either party or its respective business.
8.3 Failure to xxxx any of the trade secrets of Confidential
Information as "Confidential" shall not affect its status as trade secrets or
Confidential Information under this Agreement.
8.4 Company acknowledges that all software programs, software systems
designs or architectures, plans, documents, know-how and data bases provided by
Processor (the "Processor Systems") are, and shall remain, the property of
Processor or any third party licensor providing software for Processor's use and
shall include any modifications to the Processor System made specifically at
Company's request and cost. Further, use of the Processor System does not grant
to Company any proprietary or license rights to the system or any part thereof
except as may be specifically set forth in this Agreement.
Likewise, Processor acknowledges that all merchant records, merchant
data, including transaction data, and any other information acquired by
Processor from Company and its employees, agents and merchants are, and shall
remain the property of Company.
8.5 The provisions of this Section 8 shall survive any expiration or
termination of this Agreement.
SECTION 9. WARRANTIES AND REPRESENTATIONS
9.1 Third Party Components. Processor represents and Company
acknowledges that (a) Processor's processing systems and software may contain
software and hardware components that are either owned by a third party or in
the public domain, and (b) that Processor has no proprietary interest in such
software or hardware, and as such, cannot grant to Company a license to use such
software or hardware and any related documentation. Processor represents and
warrants that it has the necessary licenses and/or permissions to utilize such
hardware and software for performance of this Agreement. PROCESSOR MAKES NO
WARRANTIES OR REPRESENTATION AS TO SUCH THIRD PARTY SOFTWARE OR HARDWARE
(INCLUDING INFRINGEMENT) AND FURTHER DISCLAIMS ANY AND ALL LIABILITY FOR ANY
LOSSES OR DAMAGES THAT MAY RESULT FROM THE USE THEREOF EXCEPT AS MAY BE
OTHERWISE SET FORTH IN THIS AGREEMENT.
9.2 Disclaimer of Warranties. EXCEPT FOR THOSE WARRANTIES SET FORTH IN
THIS AGREEMENT, PROCESSOR MAKES NO WARRANTIES REGARDING THE USE, OPERATION OR
PERFORMANCE OR NON-PERFORMANCE OF SOFTWARE AND SYSTEMS UTILIZED FOR THIS
AGREEMENT, WHETHER EXPRESS OR IMPLIED, AND PROCESSOR EXPRESSLY DISCLAIMS ALL
IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
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SECTION 10. GENERAL PROVISIONS
10.1 Disclosure. Each party shall promptly notify the other of any
claim, demand, action, suit or proceeding, facts or circumstances, or the
prospect or threat of the same, which might materially and adversely affect
either party's ability to perform its obligations pursuant to this Agreement.
10.2 Assignment. Neither party may assign this Agreement or any of its
rights and obligations herein to any third party without the prior written
consent of the other party which consent shall not be unreasonably withheld. The
foregoing shall not include any assignment to a parent, affiliate or subsidiary
of the assigning party.
10.3 Amendment; Waiver. This Agreement, any of the schedules and
exhibits referred to herein and any of the provisions hereof or thereof shall
not be amended, modified or waived in any fashion except by an instrument in
writing signed by the parties hereto. No delay on the part of any party hereto
in exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of any party hereto of any right,
power or privilege hereunder operate as a waiver of any other right, power or
privilege hereunder, nor shall any single or partial exercise of any right,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder.
10.4 Notice. All notices, demands and other communications hereunder
shall be in writing and shall be delivered in person or deposited in the United
States mail, certified or registered, with return receipt requested, or sent by
reputable overnight delivery service as follows:
(a) If to Processor:
(b) If to Company:
The persons or addresses to which mailings or deliveries shall be made
or facsimiles sent may be changed from time to time by notice given pursuant to
the provisions of this subsection 10.4.
Any notice, demand or other communication given pursuant to the
provisions of this subsection 10.4 shall be deemed to have been given on the
date actually delivered or five days following the date deposited in the United
States mail, properly addressed, postage prepaid, as the case may be.
10.5 Relationship of Parties. Nothing contained in this Agreement or
any other schedule or exhibit hereto shall be construed as constituting a
partnership, joint venture or agency between Processor and Company. The parties
are independent parties to an agreement and shall be deemed independent
contractors for all purposes.
10.6 Arbitration Provisions. Any controversy or claim arising out of or
relating to this Agreement, excluding any collection action under Section 3,
shall be settled by arbitration by a panel of three arbitrators in accordance
with the rules of the American Arbitration Association then in effect, whose
decisions shall be final, binding and without appeal. The three arbitrators
shall be selected pursuant to the rules of the American Arbitration Association
from a panel of independent and disinterested persons with at least five years
experience in significant corporate or business matters who are familiar with
transaction processing services. Each party shall select one arbitrator, and the
two so
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selected shall select the third arbitrator. The arbitration shall be conducted
in Fairfax County, Virginia, and shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia applicable to contracts
made and to be performed wholly within such commonwealth. The expenses of both
parties in the arbitration, including reasonable attorneys' fees and arbitration
expenses, shall be paid by the party whose claims are denied by the arbitrators.
If each party prevails in part, the arbitrators will determine the appropriate
allocation of expenses. This Agreement Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof. The
arbitration agreement set forth herein shall not limit a court from granting a
temporary restraining order or preliminary injunction in order to preserve the
status quo of the parties pending arbitration. Further, the arbitrator(s) shall
have power to enter such orders by way of interim award which shall be
enforceable in a court of competent jurisdiction over the party against whom
enforcement is sought.
10.7 Headings; Severability. The headings contained in this Agreement
are for convenience of reference only and do not form a part of this Agreement.
If any provision of this Agreement, or the application or any such provision to
any person or circumstance, shall be held invalid by a court of competent
jurisdiction, the remainder of this Agreement, or the application of such
provision to persons or circumstances other than those as to which it is held
invalid, shall not be affected thereby.
10.8 Attorney Fees. In the event of any litigation or arbitration
between the parties hereto respecting or arising out of this Agreement, the
prevailing party in such action and any appeals therefrom shall be entitled to
recover reasonable legal fees, whether or not such litigation or arbitration
proceeds to final judgment or determination.
10.9 Force Majeure.
(a) Neither party shall be liable to the other by reason of
any failure in the performance of this Agreement to the extent such failure
arises beyond the control of that party. Such causes may include but are not
limited to acts of God, acts of civil or military authority, fires, strikes,
unavailabilty of energy resources, delay in transportation, riots or war. In the
event of any such occurrence, the disable party shall thereafter endeavor to
perform its obligations as promptly as possible. The disabled party shall
promptly and in writing advise the other party if it is unable to perform due to
any such event, the expected duration or such inability to perform and of any
developments (or changes therein) that appear likely to affect the ability of
that party to perform any of its obligations hereunder in whole or in party.
(b) In the event either party or any of its designated agents
is disabled and is unable to perform any material obligation hereunder in whole
or in part in excess of ten (10) consecutive business days, and in the absence
of a commercially reasonably recovery plan, the other party shall be entitled to
immediately terminate this Agreement.
10.10 Counterparts. This Agreement may be executed in one or more
counterparts and by different parties in separate counterparts, with the same
effect as if all parties hereto had signed the same documents. All counterparts
so executed and delivered shall be deemed to be an original, shall be construed
together and shall constitute one agreement.
10.11 Integrated Agreement. This Agreement, the exhibits hereto and all
other documents and instruments delivered in accordance with the terms hereof
constitute the entire understanding and agreement among the parties hereto with
respect to the subject matter hereof, and there are no agreements,
understandings, restrictions, representations or warranties among the parties
other than those set forth herein or herein provided for.
10.12 Equal Employment Opportunity. Processor will provide equal
employment opportunities to any employee or applicant and will not discriminate
against any person because of race, color, religion, sex, national origin,
disability, age or veteran status as set forth in applicable federal and state
laws and regulations.
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IN WITNESS WHEREOF, the parties hereof have caused this Agreement to be
executed by their duly authorized officers as of the effective date hereof.
PROCESSOR: COMPANY:
____________________________________ _____________________________________
Printed Name ______________________ Printed Name _______________________
Title: ______________________ Title: _______________________
Date ______________________ Date _______________________
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SCHEDULE A
Processing Price List
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EXHIBIT A
Acquirer Authorization
Acquirer: ____________________________________________________________
Address: ____________________________________________________________
____________________________________________________________
Bank Contact: ____________________________________________________________
Name Phone #
Country___________________________ BIN ________________ ICA_________________
Acquirer hereby authorizes _______________________ ("Company") to act on its
behalf in all matters relating to the services being provided by Processor for
the foregoing BIN and ICA and hereby waives any and all claims that Acquirer
might raise against Company arising from the performance of this Agreement,
whether under the laws of the Unites States or any state or territory thereof,
or any laws of Acquirer's place of domicile as set forth above or of any other
laws or regulations that might apply to this Agreement, including the rules and
regulations of Visa and MasterCard.
Acquirer acknowledges that certain forms and authorizations are required by Visa
and MasterCard in order to implement the foregoing BIN and ICA on Processor's
systems, and Acquirer agrees that Company shall be entitled to rely on the
content of such forms for processing services to be provided by Processor.
The foregoing is acknowledged and agreed to by Acquirer.
By: _____________________________________________
Printed Name: _____________________________________________
Title: ______________________________
Date: ______________________________
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EXHIBIT B
Authorization to Debit Account
ORBIS DEVELOPMENT, INC. ("Company") hereby authorizes [NAME OF
PROCESSOR] ("Processor") to debit the following account for fees and charges as
set forth in the Processing Services Agreement (the "Agreement") between the
parties dated __________, 2000.
This authorization shall remain in effect for any term of time during
which the Agreement is in full force and effect and for any period thereafter
specified in the Agreement during which the respective rights and obligations of
the parties may remain in effect.
Bank Name: ________________________________________
ABA No.: ________________________________________
Depository Account No.: ________________________________________
COMPANY:
By: __________________________________________________
Printed Name: __________________________________________________
Title: _________________________Date:____________________
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