Exhibit 10.25(d)
FOUNDING MEMBER AGREEMENT
THIS AGREEMENT is made this 18th day of August, 2000 (the "Effective Date") by
and between First Union National Bank, a national banking association chartered
under the laws of the United States, ("Founding Member") and Metavante
Corporation ("Metavante").
RECITALS:
WHEREAS, Metavante has executed a Master Xxxx Payment Services Agreement (the
"Master Agreement") with Spectrum EBP, L.L.C. ("Spectrum"), pursuant to which
Metavante has agreed to make the Xxxx Payment Services available to Founding
Member through Spectrum; and
WHEREAS, Founding Member desires to make the Xxxx Payment Services available to
customers of Founding Member and its Affiliates, subject to the terms of the
Master Agreement and this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, the parties, intending legally to be bound,
mutually agree as follows:
1. DEFINITIONS. As used in this Agreement, the defined terms shall have the
respective meanings as set forth in the Master Agreement.
2. IMPLEMENTATION/DEVELOPMENT FEES. Founding Member shall be directly
responsible to pay Metavante such fees and charges as are mutually agreed
upon by Metavante and Founding Member for implementation and development
services provided by Metavante for Founding Member in connection with the
Xxxx Payment Services. Such amounts shall be due and payable by Founding
Member within thirty (30) days of Metavante's invoice. Founding Member shall
pay interest at the rate of one percent (1%) per month on any amounts not
paid in full on or before their due date and shall also pay any collection
costs (including reasonable attorneys' fees) incurred by Metavante in
collecting any amounts payable hereunder.
3. XXXX PAYMENT SERVICES
Founding Member agrees that it shall execute a Xxxx Payment Agreement with
Spectrum including at least those terms set forth in Schedule 3 of the
Master Agreement. Metavante shall provide the Xxxx Payment Services for the
Founding Member through Spectrum as described in, and subject to the terms
of the Master Agreement, provided that, with respect to Xxxx Payment
Services provided by Metavante for Founding Member, Metavante agrees (a)
that the terms "Service Levels" and "Service Level Credits" shall be deemed
to include the service levels and credits described in Attachment 1 hereto;
and (b) that Metavante shall be responsible to Spectrum for late charges
actually paid by Founding Member's Users as described in Attachment 2
hereto.
4. CONTINUATION OF OBLIGATIONS
In the event the Master Agreement shall be terminated prior to the
expiration of any Term other than due to Metavante's default and failure to
cure within the time limits provided under the Master Agreement, Metavante
and Founding Member agree that (a) Metavante shall continue to provide the
Xxxx Payment Services for Founding Member to the same extent as Spectrum was
providing the Xxxx Payment Services for the remainder of such Term according
to the terms and subject to the fees and charges set forth in the Master
Agreement, and (b) Founding Member shall be directly responsible to
Metavante for payment of fees and performance of all obligations under the
Master Agreement relating to the Xxxx Payment Services provided by Metavante
to Founding Member. In particular, and without limitation, Founding Member
shall be responsible to pay to Metavante the fees and charges as set forth
in Schedule 4 to the Master Agreement, including one third (1/3) of any
Minimum Annual Transaction Charge due and payable for any year as set forth
in Schedule 4 to the Master Agreement, throughout the remainder of such
Term.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized officers as of the date first above written.
Metavante Corporation ("Metavante") First Union National Bank
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("Founding Member")
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxx Xxxx Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxx Name: Xxx Xxxx Xxxxxxxxx
Title: President, Electronic Title: Senior Vice President,
Commerce Group eChannels
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President, Electronic Xxxx
Presentment and Payment
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