SERVICES AGREEMENT

Exhibit 8.1.1.

This Services Agreement (the "Agreement") is entered into effective August 1, 2006 (the "Effective Date") between XXXXXX BEAUMONT INC., 0000 00^xx Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxxx 00000, a Nevada corporation ("Xxxxxx Beaumont"), and DIRECT CONTACT MEDIA, INC., a California Corporation ("Distributor"), (each a "Party" and collectively, the "Parties").

RECITALS

X. Xxxxxx Beaumont offers certain Stored Value Card Transaction Processing on its SIRE Network for pre-paid Card Programs.

X. Xxxxxx Beaumont offers certain consumer reloadable Stored Value cards and non-reloadable Gift Card products, with Visa, MasterCard, or Discover Card logos for sale to consumers. Xxxxxx Beaumont is a MasterCard Third Party Processor Member Service Provider (TPP MSP), Visa Independent Sales Organization (ISO),and Discover Issuer.

C. Distributor desires that Xxxxxx Beaumont provide Distributor with certain data processing and related services with Xxxxxx Xxxxxxxx'x SIRE Value Load Network and become the exclusive distributor and sales channel of certain Discover branded Stored Value card programs to be offered for sale to consumers; and Xxxxxx Beaumont desires to perform certain data processing and related services and develop and manage certain Discover branded Stored Value card programs to be offered for sale to consumers by Distributor in connection with the Internet based sales and marketing efforts currently used by Distributor.

Xxxxxx Beaumont and Distributor agree as follows:

1.	DEFINITIONS

1.1 Defined Terms. The following capitalized terms shall have the meanings given to them below when used in this Agreement:

"Agreement" shall mean this Service Agreement as amended from time to time including any Schedules attached hereto and Program Schedules which are entered into between the Parties from time to time during the term hereof.

"Arbitration Demand" is defined in Section 12.3(b) of this Agreement.

"Arbitration Panel" is defined in Section 12.3(b) of this Agreement.

"Associations" means, collectively, Discover, Visa, MasterCard, and the ATM/POS Networks.

"ATM/POS Networks" means such ATM or POS networks with which Xxxxxx Beaumont or Distributor may work from time to time under this Agreement.

"Basic Qualifications" is defined in Section 12.3(b) of this Agreement.

"Breach Notice" is defined in Section 13.2 of this Agreement.

"Breaching Party" is defined in Section 13.2 of this Agreement.

"Cardholder" means an individual or Entity which has established a Cardholder Account through Distributor.

"Cardholder Account" means an arrangement between an individual or an Entity and Distributor, which provides that the individual or Entity may use one or more Transaction Cards issued through Distributor.

"CDC" shall mean the Xxxxxx Xxxxxxxx'x Data Center which will transmit information to Processor for Value Load Transactions.

"Charges" are defined in Section 5.1 of this Agreement.

"CISP" is defined in Section 7.9(a) of this Agreement.

"Distributor Content" shall mean (a) all text, pictures, sound, graphics, video and other data supplied by Distributor to Xxxxxx Beaumont pursuant to this Agreement, whether such materials are owned by Distributor or licensed for use by Distributor, as such materials may be modified from time to time for use on the Web Site; and (b) all user-generated materials appearing on the Web Site.

"Distributor Data" shall mean any data or information of Distributor or any Cardholder that is provided to or obtained by Xxxxxx Beaumont in the performance of its obligations under this Agreement, including data and information with respect to the businesses, customers, operations, facilities, products, consumer markets, assets, and finances of Distributor. Distributor Data also shall mean any data or information created, generated, collected or processed by Xxxxxx Beaumont in the performance of its obligations under this Agreement, including data processing input and output, Cardholder information, and third party service and product agreements.

"Distributor Marks" shall mean the trademarks, service marks, trade names, logos and other commercial and product designations of Distributor identified by Distributor for use on the Web Site.

"Distributor Obligations" means those obligations of Distributor as specified in Section 4 of this Agreement.

"Distributor Owned Materials" is defined in Section 8.3(a) of this Agreement.

"Confidential Information" is defined in Section 7.1 of this Agreement.

"Damages" is defined in Section 14.1(a) of this Agreement.

"Discover" means NOVUS Services, Inc.

"Dispute" is defined in Section 12.1 of this Agreement.

"Disputing Party" is defined in Section 12.3(a) of this Agreement.

"Domain Name" shall mean the alphanumeric name that is selected by Distributor for a particular computer system that is used by the Internet to identify that system, as designated in the Program Schedules.

"Entity" means a corporation, partnership, sole proprietorship, joint venture, or other form of organization.

"Funding Payment" shall mean the payment instruction and amount for the initial load or Reload of a Transaction Card, excluding any fees associated therewith.

"Governmental Requirements" means collectively all statutes, codes, ordinances, laws, regulations, rules, orders and decrees of all governmental authorities (including without limitation federal, state and local governments, governmental agencies and quasi-governmental agencies) having jurisdiction over a Party.

"Intellectual Property Rights" shall mean any and all (by whatever name or term known or designated) tangible and intangible and now known or hereafter existing (a) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents, designs, algorithms and other industrial

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property rights, (e) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated) (including logos, "rental" rights and rights to remuneration), whether arising by operation of law, contract, license, or otherwise, and (f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).

"Load" means the initial addition of value to a Transaction Card accomplished by Xxxxxx Beaumont to the associated Transaction Card Account, with a corresponding increase in the Transaction Card balance.

"Load Fee" means the fee charged by Xxxxxx Beaumont at the SIRE Network location for performing the Load or Reload service.

"Manufacturer's Suggested Retail Price" ("MSRP"): The price of the Product Units in United States Dollars, as set forth herein. Xxxxxx Beaumont may change the MSRP of any Product Unit from time to time. Any change to the MSRP of any Product Unit will take effect upon 30 days prior written notice to Distributor.

"MasterCard" means MasterCard International Incorporated or its successors or assigns.

"Materials" shall mean, collectively, works of authorship, specifications, design documents and analyses, programs, program listings, programming tools, documentation, reports, drawings and similar work product.

"Xxxxxx Beaumont Content" shall mean all text, pictures, sound, graphics, video and other data, exclusive of the Distributor Content, provided by Xxxxxx Beaumont for use on the Web Site, whether such materials are owned by Xxxxxx Beaumont or licensed for use by Xxxxxx Beaumont, as such materials may be modified from time to time.

"Xxxxxx Beaumont Owned Materials" is defined in Section 8.3(b) of this Agreement.

"Xxxxxx Beaumont Records" is defined in Section 2.8 (a) of this Agreement.

"Xxxxxx Beaumont System" means the computer equipment, computer software and related equipment and documentation used at any time and from time to time by Xxxxxx Beaumont to provide the services contemplated by this Agreement.

"Non-Breaching Party" is defined in Section 13.2 of this Agreement.

"Operating Rules" means, collectively, the regulations and procedures issued by Discover, MasterCard, Visa, the ATM/POS Networks, as amended from time to time.

"Original Term" is defined in the Program Schedule for each Transaction Card Program.

"Pricing" shall mean the prices that are set forth in Exhibit 2 hereto, which exhibit shall be updated by mutual agreement of the Parties from time to time as needed to reflect changes and additions to the products and services being provided.

"Product": Xxxxxx Beaumont Non-Hologram non-reloadable Stored Value Card or Hologram Stored Value Card with a Visa, MasterCard, or Discover Card logo on the card.

"Program Schedules" shall mean the agreements, the form of which is attached hereto, which govern the programs offered by the Parties to Targeted Customers, which are entered into between the Parties from time to time during the term hereof.

"Reload" means any addition of value to a Transaction Card, after the initial load, accomplished by Xxxxxx Beaumont and credited to the associated Transaction Card account, with a corresponding increase in the Transaction Card balance.

"Renewal Term" is defined in each Program Schedule.

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"Settlement Account" shall mean that Distributor account established by Distributor for settlement of Transaction Card transactions with the Associations.

"Service Change" is defined in Section 2.2 of this Agreement.

"Start-Up" means the preparation of Xxxxxx Beaumont SIRE Network for the set-up of Distributor Data relating to new Value Load Transaction offered by Distributor.

"Targeted Customers" means those customers that represent the targeted market segment, which will consist of customers who require one or more the Products being offered, but who do not have a relationship with a traditional commercial bank enabling that transaction to occur, or who otherwise do not wish to have such a traditional bank relationship or who prefer not to use traditional bank services, or who are uncomfortable in a traditional bank branch setting.

"Taxes" is defined in Section 5.3 of this Agreement.

"Transaction Card" means a valid and un-expired host based stored value card issued through Distributor, and bearing the symbols of one or more of Discover, MasterCard, Visa or the ATM/POS Networks.

"Transaction Card Program" means a program, described in a Program Schedule, initiated by Distributor pursuant to which Distributor will provide Transaction Cards to its Cardholders.

"Visa" means, individually or collectively, as appropriate, Visa U.S.A. Inc. or Visa International or either of their successors or assigns.

"Web Site" shall mean the electronic, publicly viewable computer screen depictions of Xxxxxx Beaumont System, Xxxxxx Beaumont Content, the Distributor Content and the Distributor Marks.

"Web Site Specifications" shall mean the technical, aesthetic and functional requirements for the Web Site, as set forth in the applicable Program Schedule.

"Wind-Down Period" is defined in Section 13.5 of this Agreement.

1.2 Other Terms. The terms defined in Section 1.1 include the plural as well as the singular. Unless otherwise expressly stated, the words "herein," "hereof," and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular section, subsection or other subdivision. The words "include" and "including" shall not be construed as terms of limitation. The word "or" shall mean "and/or" unless the context requires otherwise. The words "day," "month," and "year" mean, respectively, calendar day, calendar month and calendar year. Other terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.

2.	PROVISION OF SERVICES

2.1 Scope of Services. Xxxxxx Beaumont will offer the following services to Distributor on an exclusive basis pursuant to the terms of this Agreement:

2.1(a) Private Label Branding

Xxxxxx Beaumont shall develop and manage the Stored Value Card under the _________ trade-name being trademarked by Distributor. This includes the name on the pre-paid debit or cash cards, stored value cads, or payroll cards, sold by Distributor as part of this Agreement. Xxxxxx Beaumont may request the use of another trade name, subject to the approval of Distributor, which approval may be withheld in the sole discretion of Distributor for any reason, or for no reason at all. The name _________________, or any other name used in the Internet based sales and marketing efforts developed by Distributor, shall remain the exclusive intellectual property of Distributor.

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2.1(b) Description of Process of Loading or Reloading Value onto a Transaction Card

A Cardholder enters a SIRE Network location and submits to the retail location cash that the cardholder wishes to Load on his/her Transaction Card. The cardholder pays the retail location the Load or Reload amount specified and the Load Fee for this transaction.

The retail location accepts the amount of cash the cardholder wishes to load along with the fee to be charged and electronically notifies Xxxxxx Beaumont , via computer and or POS equipment via the SIRE Network. The SIRE Network processes the transaction by transmitting the Load or Reload transaction information to Xxxxxx Xxxxxxxx'x centralized secure server that contains the necessary logic to forward the transaction information to the Processor so the Cardholder's Account can be correctly credited. Xxxxxx Beaumont will transmit such information to the Processor in order to credit the Cardholders Account in real time utilizing a transaction protocol mutually acceptable to Xxxxxx Beaumont and Processor for the full value of the Load or Reload. Processor will acknowledge the acceptance or rejection of the loading transaction in real time utilizing a transaction protocol mutually acceptable to Xxxxxx Beaumont and Processor. The acknowledgement message will contain reason codes for loading transactions that are rejected. Xxxxxx Beaumont will deposit, on every banking day, the funds collected since the last banking, [funds equal to the aggregate amount of the Funding Payment and the Distributor' portion of the Load or Reload fees] day into a designated bank account of the Distributor. The Load or reload amount and the Distributor' portion of any fees collected from the Cardholder will be electronically transferred by Xxxxxx Beaumont to the Distributor' Funding Account within two Banking Business Days Such funds transmissions shall be as to all loading transactions that have occurred at or prior to 3:00 P.M. eastern time each banking day since the close of the last banking day.

Xxxxxx Xxxxxxxx'x CDC will log all information so that necessary reports can be derived from the transaction logs to provide account management information necessary to allow details of which card BINs, have been loaded with funds.

The timing for cash to be available on the card is immediately following the receipt and acknowledgement by Processor of the transmission of data regarding a valid Load or Reload,

2.2 Change in Scope of Services. Distributor or Xxxxxx Beaumont may deem it necessary or appropriate from time to time to add other services or increase, reduce, or change Xxxxxx Beaumont Services under one or more Value Load Transaction Agreements (a "Service Change"). Either Party may make a proposal for a Service Change, whereupon the Parties shall mutually evaluate feasibility, manner and timing for implementation, impact on pricing, impact on performance requirements and all other relevant matters. A Service Change shall not be implemented unless and until the Service Change is approved by both Parties. If the Service Change is approved by the Parties, the Service Change shall be implemented by Xxxxxx Beaumont as expeditiously as reasonable. An approved Service Change shall be set forth in a written amendment to the applicable Program Schedule, which amendment shall be signed by authorized representatives of the Parties and not binding until such time.

2.3

Start-Up.

(a) Xxxxxx Beaumont shall provide, subject to any applicable approvals of the Associations and the Distributor (as required), complete the Start-Up on the date specified in the applicable Program Schedule, or at such other date as may a date to be mutually agreed upon by Xxxxxx Beaumont and Distributor (the "Scheduled Start-Up Date"). To the extent that Xxxxxx Beaumont and Distributor mutually agree, the Scheduled Start-Up Date may be modified from time to time prior to Start-Up.

(b) Distributor will (i) use all reasonable resources, including the assignment of adequate personnel to assure timely performance of those functions required of Distributor under the Start-Up, and (ii) cooperate with Xxxxxx Beaumont so as to enable Start-Up to be completed on or before the Scheduled Start-Up Date.

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(c) Xxxxxx Beaumont will use all reasonable resources, including the assignment of adequate personnel to assure timely performance of those functions required of Xxxxxx Beaumont under the Start-Up so as to enable Start-Up to be completed on or by the Scheduled Start-Up Date.

(d) With respect to each Program Schedule, following the successful completion of the Start-Up, Distributor agrees to pay the Start-Up Fee as provided for in the Program Schedule. In addition, each Party shall be responsible for and pay all costs and expenses incurred by it in connection with the Start-Up.

2.5 Service Standards. Xxxxxx Beaumont represents and warrants that Xxxxxx Beaumont Services shall be rendered with promptness and diligence and shall be executed in a workmanlike and professional manner.

2.6 Reports. Xxxxxx Beaumont shall provide to Distributor the reports described in a Program Schedule at the frequencies provided therein. In addition, from time to time, Distributor may identify additional reports to be generated by Xxxxxx Beaumont and delivered to Distributor on an ad hoc or periodic basis. To the extent Xxxxxx Beaumont must dedicate significant labor or resources to the preparation of additional reports that can only be manually generated or to the implementation of system changes to permit such reports to be electronically generated, Distributor shall reimburse Xxxxxx Beaumont at Xxxxxx Xxxxxxxx'x standard time and material rates for reasonable costs incurred by Xxxxxx Beaumont in connection therewith.

2.7 Disaster Recovery. Xxxxxx Beaumont shall be responsible for disaster recovery planning for Xxxxxx Beaumont Services and testing, implementation and execution of a disaster recovery plan. Upon Distributor' reasonable request, Xxxxxx Beaumont shall make available to Distributor for the purpose of responding to questions concerning Xxxxxx Xxxxxxxx'x disaster recovery plan, one or more Xxxxxx Beaumont representatives who are knowledgeable about Xxxxxx Xxxxxxxx'x disaster recovery plan, the manner in which it is tested and the manner in which it would be implemented in the event of a disaster. Xxxxxx Xxxxxxxx'x disaster recovery plan will (i) address functions and operations of Xxxxxx Beaumont Services used by Distributor; (ii) specify recovery time frames for functions and operations used by Distributor; (iii) be thoroughly tested at least annually; and (iv) be regularly updated to the extent necessary to correct deficiencies therewith or to remain consistent with industry practices, as reasonably determined by Xxxxxx Beaumont, at Xxxxxx Xxxxxxxx'x cost.

2.8

Audit.

(a) Xxxxxx Beaumont Records. Xxxxxx Beaumont shall maintain complete and accurate records of and supporting documentation for all transactions, financial and non-financial, that result from or are created in connection with Xxxxxx Xxxxxxxx'x performance of Xxxxxx Beaumont Services and its other material obligations under this Agreement and that are in sufficient detail to enable the performance of its obligations hereunder to be substantiated ("Xxxxxx Beaumont Records"). With respect to the amounts chargeable to and payments made by Distributor under this Agreement, Xxxxxx Beaumont Records shall be kept in accordance with generally accepted accounting principles applied on a consistent basis. Xxxxxx Beaumont shall retain Xxxxxx Beaumont Records in accordance with this Agreement until the later of (i) the minimum period of time required to meet statutory and regulatory obligations, including, without limitations the Governmental Requirements or Operating Rules, or, in the absence of clear statutory and regulatory minimums, (ii) for a period of five (5) years after creation.

(b) Audits. Xxxxxx Beaumont shall provide to Distributor (and internal and external auditors, inspectors, regulators and other representatives that Distributor may designate from time to time) access at reasonable hours to Xxxxxx Beaumont personnel and to Xxxxxx Beaumont Records and other pertinent information, all to the extent relevant to the performance of Xxxxxx Xxxxxxxx'x financial and non-financial obligations under this Agreement and to the extent permitted by applicable Governmental Requirements. Such access shall be provided for the purpose of performing audits and inspections to, without limitation, (i) verify the accuracy and completeness of Xxxxxx Xxxxxxxx'x invoices, (ii) examine Xxxxxx Xxxxxxxx'x performance of its other financial obligations to Distributor under this Agreement, and (iii) enable Distributor to meet applicable legal, regulatory and contractual requirements. Distributor shall not be entitled to inspect, and Xxxxxx Beaumont shall not be obligated to make available, information relating to Xxxxxx Xxxxxxxx'x cost or profit in providing Xxxxxx Beaumont Services.

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(c)

Limitations.

(1) Not more than one audit pursuant to Section 2.8(b) will occur during any twelve (12) month period, except as necessary to comply with applicable Governmental Requirements.

(2) All audits will be performed in a manner so as not to interfere materially and unnecessarily with Xxxxxx Xxxxxxxx'x ability to perform Xxxxxx Beaumont Services in accordance with this Agreement or Xxxxxx Xxxxxxxx'x ability to perform its business operations not covered by this Agreement.

(3) Following any audit, Distributor shall conduct (in the case of an internal audit), or request its external auditors or examiners to conduct, an exit conference with Xxxxxx Beaumont to obtain factual concurrence with issues identified in the review.

(d) Review. Xxxxxx Beaumont and Distributor shall meet to review each audit report promptly after the issuance thereof. Xxxxxx Beaumont will respond to each audit report in writing within thirty (30) days from receipt of such report. Xxxxxx Beaumont and Distributor shall develop and agree upon an action plan to promptly address and resolve any deficiencies, concerns and/or recommendations in such audit report and Xxxxxx Beaumont shall undertake remedial action in accordance with such action plan and the dates specified therein. Xxxxxx Beaumont shall promptly reimburse Distributor for any overpayment identified by such audit report. If such deficiency, concern or recommendation relates to a then-existing obligation of Xxxxxx Beaumont under this Agreement, Xxxxxx Beaumont shall undertake such remedial action at its own expense. If such deficiency, concern or recommendation constitutes a new contract requirement, such remedial action shall be treated as a Service Change under Section 2.2.

3.	PRODUCT SALES

3.1 Products Offered to Consumers. Distributor shall offer products and services, described in Schedule C of This Agreement, developed by Xxxxxx Beaumont for sale to end users through their Retail Network, delivered to the consumer via the FSK. This Schedule may be updated from time to time to reflect additional products and services that are developed and deployed by Xxxxxx Beaumont.

4.	DISTRIBUTOR OBLIGATIONS

4.1 Cooperation. Distributor will cooperate with Xxxxxx Beaumont in the performance of Distributor' activities contemplated by this Agreement by, among other things, making available, as reasonably requested by Xxxxxx Beaumont, such volume and other forecasts, updated information, management decisions and approvals that may relate to Xxxxxx Beaumont so that Xxxxxx Beaumont may fulfill its obligations under this Agreement in a timely and efficient manner.

4.2 Distributor Content. Distributor will deliver to Xxxxxx Beaumont, in the format(s) specified by Xxxxxx Beaumont, all Distributor Content that Distributor intends for Xxxxxx Beaumont to incorporate into the Web Site. Distributor shall bear all costs associated with the telecommunications and computer hardware, software and services necessary to generate the Distributor Content and deliver it to Xxxxxx Beaumont.

4.3 Distributor License. Distributor hereby grants to Xxxxxx Beaumont a non-exclusive, royalty free, worldwide license to use the Distributor Content solely in connection with performing Xxxxxx Beaumont Services described herein and otherwise carrying out its obligations hereunder, including without limitation, the right to distribute, reproduce, create derivative works of, publicly perform, publicly display and digitally perform the Distributor Content in and on the Web Site.

4.4 Distributor Marks. Subject to the terms and conditions of this Agreement, Distributor hereby grants to Xxxxxx Beaumont a limited, non-exclusive, non-sublicenseable, royalty-free, worldwide license to use the Distributor Marks on the Web Site and in other materials which are prepared by Xxxxxx Beaumont in support of Distributor' Value Load Transaction. Distributor may terminate Xxxxxx Xxxxxxxx'x right to use the Distributor Marks, in whole or in part, if the usage of such Distributor Marks does not comply with Distributor' then-current standards for use of such Distributor Marks; provided, Distributor has provided Xxxxxx Beaumont with written

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notice of such non-compliance and Xxxxxx Beaumont has failed to correct such non-compliance within thirty (30) days following receipt of such notice. Except as set forth above, neither Party may use the other Party's trademarks, service marks, trade names, logos, or other commercial or product designations for any purpose whatsoever without the prior written consent of the Party owning such marks.

4.5 Exclusivity of Xxxxxx Beaumont Products and Services in Distributor Internet Based Sales and Marketing Channel. Distributor shall have the right to be the sole and exclusive provider of Internet based sales for the Xxxxxx Beaumont issued Discover Network Stored Value card products for a period of six (6) months, renewable by Distributor for additional six (6) month periods, if Distributor has achieved sales volume exceeding 25,000 cards per month, following a 60 day ramp up period. This exclusivity shall not exceed 36 months, regardless of sales volume unless agreed to by both parties. Distributor shall have the exclusive rights to develop and host Internet websites relating to the subject matter of this Agreement.

4.6 Other Distributor Responsibilities. Distributor shall perform the additional obligations identified in Program Schedules which are entered into by the Parties pursuant to this Agreement.

5.	PAYMENT FOR SERVICES

5.1. Fees and Expenses. Xxxxxx Beaumont shall pay Distributor the commissions set forth on Schedule B (the "Charges").

5.2 Payment. To facilitate the payment of Charges and any other fee, Taxes, interest payment or amount due or payable to Xxxxxx Beaumont under this Agreement, Xxxxxx Beaumont will retain any fees it is entitled to under this Agreement and forward only the amount of the Loads or Reloads plus the portion of the retail Load Fee charged to the cardholder less such fees due Xxxxxx Beaumont.

5.3 Taxes. The Charges do not include any taxes, duties or other governmental charges (collectively "Taxes"), such as but not limited to sales, use, excise, and value added taxes. Distributor shall not be liable for any Taxes levied or imposed by any governmental authority in connection with Xxxxxx Beaumont Services.

5.4 Good Faith Dispute. If Distributor in good faith disputes all or any portion of the Charges, Distributor shall notify Xxxxxx Beaumont as soon as possible of the specific amount disputed and shall provide reasonable detail as to the basis for the dispute. The Parties shall then attempt to resolve the disputed portion of such Charges as soon as possible in accordance with the dispute resolution procedures in Section 12.

6.	COVENANTS OF PARTIES

6.1

Compliance With Governmental Requirements and Operating Rules.

(a) Xxxxxx Beaumont shall comply in all material respects with all Governmental Requirements and the Operating Rules which are applicable to Xxxxxx Xxxxxxxx'x provision of Xxxxxx Beaumont Services and Xxxxxx Xxxxxxxx'x other responsibilities under this Agreement, including without limitation securing any licenses, permits, registrations or other authorizations from such governmental authorities as Xxxxxx Beaumont may need in order to provide Xxxxxx Beaumont Services and carry out Xxxxxx Xxxxxxxx'x other responsibilities under this Agreement. Distributor shall comply in all material respects with all Governmental Requirements and the Operating Rules which are applicable to Distributor' business and Distributor' other responsibilities under this Agreement, including without limitation securing any licenses, permits, registrations or other authorizations from such governmental authorities as Distributor may need in order to issue Transaction Cards to Cardholders and to carry out Distributor' other responsibilities under this Agreement.

(b) Distributor acknowledges and agrees that it will monitoring legal developments applicable to the operation of its business and Transaction Card operations. Distributor acknowledges that Xxxxxx Beaumont provides value load transaction services to financial institutions and other Entities chartered and regulated by various state and federal agencies and non-financial institutions subject to different regulatory oversight such that Xxxxxx Beaumont cannot reasonably be expected to monitor or interpret the Governmental Requirements applicable to its diverse customer base, or provide compliance services to customers with respect to such Governmental

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Requirements. Consequently, Distributor agrees that Xxxxxx Beaumont has no responsibility to monitor or interpret Governmental Requirements applicable to Distributor' business, or to monitor or review the terms and conditions of Distributor' Value Load Transaction or Distributor' selection of system options and programming, or to assure that Distributor' selection of any system option or programming (either alone or acting in conjunction with other system options and programming selected by Distributor) is consistent with Governmental Requirements applicable to Distributor, or the terms and conditions of Distributor' Transaction Card agreements with, or disclosure to, its Cardholders.

6.2 Non-Solicitation. During the term of this Agreement and for twelve (12) months thereafter Xxxxxx Beaumont and Distributor shall not directly or indirectly solicit for employment any person employed then or within the preceding twelve (12) months by the other Party, without the other Party's consent in writing. The foregoing prohibition does not include general public solicitations for employment.

7.	CONFIDENTIALITY

7.1 Confidential Information. Each of Xxxxxx Beaumont and Distributor acknowledges that the other possesses and will continue to possess information that has been developed or received by it, has commercial value in its business and is not in the public domain. For purposes of this Agreement, "Confidential Information" shall include (a) all information of a Party marked "confidential," "restricted," "proprietary" or with a similar designation; (b) in the case of Distributor, in addition to the items specified in (a) above, Distributor Data and business information regarding business planning and operations of Distributor; and (c) in the case of Xxxxxx Beaumont, in addition to the items specified in (a) above, trade secrets, confidential knowledge, know-how, technical information, data or other proprietary information relating to the Xxxxxx Beaumont System (including, without limitation, all source code, object code, software programs, computer processing systems and techniques employed or used by Xxxxxx Beaumont or its Affiliates and any related items such as specifications, layouts, flow charts, manuals, instruction books and programmer, technical and user documentation, and any and all upgrades, enhancements, improvements or modifications to the foregoing); business information regarding business planning and operations of Xxxxxx Beaumont and its Affiliates; and all information regarding Xxxxxx Xxxxxxxx'x provision of Xxxxxx Beaumont Services hereunder.

7.2 Obligations. Each Party will use at least the same degree of care, but not less than reasonable care, to prevent disclosing to other persons the Confidential Information of the other Party as it employs to avoid unauthorized disclosure, publication or dissemination of its own information of a similar nature; provided, however, that each Party may disclose such information to its employees, agents, subcontractors and vendors who have a need to know such information and who have been advised by the disclosing Party of the obligation to preserve such information's confidentiality. The receiving Party shall be responsible for any breach by any such employee, agent, subcontractor or vendor of any such confidentiality obligations. Upon expiration or termination of this Agreement for any reason, each Party shall return promptly to the other Party all Confidential Information in such Party's possession and certify in writing to the other Party its compliance with this sentence.

7.3 Exclusions. Notwithstanding the foregoing, this Section 7 will not apply to any particular information of a Party that the other Party can demonstrate (a) was, at the time of disclosure to it, in the public domain; (b) after disclosure to it, is published or otherwise becomes part of the public domain through no fault of the receiving Party; (c) was in the possession of the receiving Party at the time of disclosure to it without being subject to another confidentiality agreement; (d) was received after disclosure to it from a third party who had a lawful right to disclose such information to it; or (e) was independently developed by the receiving Party without reference to Confidential Information of the furnishing Party. In addition, a Party shall not be considered to have breached its obligations under this Section 7 for disclosing Confidential Information of the other Party (i) as required pursuant to an arbitration proceeding conducted in accordance with Section 12, provided that such disclosure is made in accordance with the approval or at the direction of the Arbitration Panel, or (ii) if in the opinion of such Party's counsel, such disclosure is required by legal process or pursuant to any applicable statute, rule or regulation, provided that, except with respect to securities laws disclosure obligations, such Party advises the other Party prior to making such disclosure in order that the other Party may object to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other appropriate action to protect the Confidential Information.

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7.4 Loss of Confidential Information. In the event of any disclosure or loss of, or inability to account for, any Confidential Information of the furnishing Party, the receiving Party will promptly notify the furnishing Party.

7.5 No Implied Rights. Nothing contained in this Section 7 shall be construed as obligating a Party to disclose any particular Confidential Information to the other Party, or as granting to or conferring on a Party, expressly or impliedly, any rights or license to the Confidential Information of the other Party, except as otherwise provided herein.

7.6 Publicity. Neither Party will, without the other Party's prior written consent, use the name, service marks or trademarks of the other Party or any of its Affiliates; provided, however, that (a) Xxxxxx Beaumont may use Distributor as a reference and may indicate to others that Distributor is a user of the Xxxxxx Beaumont System to provide Xxxxxx Beaumont Services under this Agreement; and (b) Distributor may indicate to others that Xxxxxx Beaumont is the provider of services covered by this Agreement.

7.7 Equitable Remedies. Each Party acknowledges that, if it breaches (or attempts or threatens to breach) its obligations under this Section 7, the other Party will be irreparably harmed. Accordingly, if a court of competent jurisdiction should find that a Party has breached (or attempted or threatened to breach) any such obligations, such Party will not oppose the entry of an appropriate order compelling performance by such Party and restraining it from any further breaches (or attempted or threatened breaches).

7.8 Confidentiality of Agreement. Both Parties agree that the terms and conditions of this Agreement shall be treated as confidential information and that no reference to the terms and conditions of this Agreement or to activities pertaining thereto can be made in any form without the prior written consent of the other party; provided, however, that the general existence of this Agreement shall not be treated as confidential information and that either party may disclose the terms and conditions of this Agreement: (a) as required by any court or other governmental body; (b) as otherwise required by law including Xxxxxx Xxxxxxxx'x obligations under applicable securities laws; (c) to legal counsel of the parties; (d) in confidence, to accountants, banks, proposed investors, data processors, and financing sources and their advisors; (e) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; or (f) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.

7.9

Security of Cardholder Data.

(a) Xxxxxx Beaumont has designed and implemented an Information Security Program that is designed to protect cardholder data in accordance with the Visa/MasterCard Cardholder Information Security Program ("CISP") requirements. At all times during the term of the Agreement, Xxxxxx Beaumont shall be in compliance with the CISP requirements, as the same may be revised from time to time.

8.	INTELLECTUAL PROPERTY RIGHTS

8.1 Ownership of Intellectual Property Rights. Xxxxxx Beaumont shall be the sole and exclusive owner of all right, title and interest (including, without limitation, all Intellectual Property Rights) in and to the Xxxxxx Beaumont System. Distributor acknowledges that Xxxxxx Beaumont System constitutes valuable trade secrets of Xxxxxx Beaumont and constitutes Confidential Information subject to Section 7. Nothing in this Agreement shall be deemed to grant to one Party, by implication, estoppel or otherwise, license rights, ownership rights or any other Intellectual Property Rights in any materials owned by the other Party or any Affiliate of the other Party.

8.2 Distributor Data. Distributor shall own all right, title and interest in and to the Distributor Data. Following expiration or termination of this Agreement, Xxxxxx Beaumont shall promptly provide to Distributor a copy of all Distributor Data that it possesses. Xxxxxx Beaumont acknowledges that the Distributor Data constitutes Confidential Information subject to Section 7. Xxxxxx Beaumont may, upon prior written notice to Distributor, retain a copy of the Distributor Data if required to satisfy the Governmental Requirements.

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8.3

Materials.

(a) Distributor shall be the sole and exclusive owner of (1) Materials owned by it as of the Effective Date, (2) the Materials developed or created by Distributor or its Affiliates, and their agents and subcontractors, and (3) all enhancements and derivative works of such Materials, regardless of who prepared such enhancements and derivative works, and in what manner such enhancements and derivative works were prepared, including United States and foreign Intellectual Property Rights in such Materials (collectively, the "Distributor Owned Materials"). Distributor grants to Xxxxxx Beaumont a non-exclusive, fully paid-up, non-transferable, limited license, during the Term of this Agreement, to use, execute, reproduce, display, and perform the Distributor Owned Materials in the performance of Xxxxxx Beaumont Services in accordance with the terms of this Agreement.

(b) Xxxxxx Beaumont shall be the sole and exclusive owner of the (1) Materials owned by it as of the Effective Date, (2) Materials developed by Xxxxxx Beaumont in the course of the performance of its obligations under this Agreement, exclusive of any derivative works prepared by Xxxxxx Beaumont of the Distributor Owned Materials and (3) derivative works of any such Materials which may be developed by Xxxxxx Beaumont in the performance of Xxxxxx Beaumont Services under this Agreement, including United States and foreign Intellectual Property Rights in such Xxxxxx Beaumont Owned Materials (collectively, the "Xxxxxx Beaumont Owned Materials"). Xxxxxx Beaumont grants to Distributor a non-exclusive, fully paid-up, non-transferable, limited license, during the Term of this Agreement, to use, execute, reproduce, display, and perform Xxxxxx Beaumont Owned Materials in connection with Distributor' receipt of Xxxxxx Beaumont Services, in accordance with the terms of this Agreement.

(c) This Agreement shall not confer upon either Party Intellectual Property Rights in Materials of the other Party (to the extent not covered by this Section 8.3) unless otherwise so provided elsewhere in this Agreement.

(d)

General Rights

(1) Each Party agrees to reproduce copyright legends which appear on any portion of the Materials which may be owned by the other Party.

(2) Nothing in this Agreement shall restrict any employees or representatives of a Party who retain solely in intangible form after performing the obligations of such Party under this Agreement, general ideas, concepts, know-how, or techniques relating to data processing or network management which either Party, individually or jointly, develops or discloses to such employee or representative while such employee or representative is performing the obligations, or exercising the rights, of a Party under this Agreement, from using such ideas, concepts, know-how, or techniques for the benefit of either Party, except to the extent that such use infringes upon any Intellectual Property Right of a Party or its Affiliates; provided, however, that this Section 8.3(d)(2) shall not be deemed to limit either Party's obligations under this Agreement with respect to the disclosure or use of Confidential Information.

(3) Except as expressly specified in this Agreement, nothing in this Agreement shall be deemed to grant to one Party, by implication, estoppel or otherwise, license rights, ownership rights or any other Intellectual Property Rights in any Materials owned by the other Party or any Affiliate of the other Party.

9.	INSURANCE

Each Party shall obtain and maintain, at its own cost insurance. These insurance coverages do not create or imply any limitation of liability. The Party which is responsible for obtaining and maintaining certain insurance coverages shall provide the other Party with certificates of such insurance coverages promptly following the date that this Agreement has been executed by both Parties. Each insurance certificate shall provide that the insurance policy shall not be subject to termination without at least thirty (30) days prior written notice to the certificate holder. A Party responsible for obtaining and maintaining property insurance coverage shall use all reasonable efforts to ensure that the policy contains a provision or endorsement which waives the insurance company's right of subrogation against the other Party and its employees, agents, directors and officers in the event of any loss or damage from events within the coverage of the insurance policy.

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10.

LIMITATION OF LIABILITY

10.1 Direct Damages. If a Party shall during the term of this Agreement be liable to the other Party, any Affiliate, any Cardholder, or any other individual or Entity as a result of any disputes, controversies or claims of any kind or nature arising under or in connection with this Agreement or the transactions contemplated hereby (whether any such breaches, disputes, controversies or claims are based upon contract, tort (including negligence) or any other legal theory), all damages from all such breaches, disputes, controversies or claims are limited to actual, direct and out-of-pocket damages which are reasonably incurred by the injured Party.

10.2 Consequential Damages Exclusion. It is agreed that in no event, shall a Party be liable to the other Party for consequential, indirect, special, punitive or incidental damages, or for any lost profits, lost revenues, or damage to good will.

11.

EXCUSABLE DELAY

11.1 Excusable Delay Defined. The term "Excusable Delay" shall mean a delay in performance or failure to perform which is due to an event beyond the reasonable control of a Party and shall include, without limitation, (a) acts of God, weather conditions, explosion, flood, earthquake, or fire; (b) war or threat of war, sabotaging, riot, revolution, civil disturbance or requisition; (c) acts, restrictions, regulations, prohibitions or measures of any kind on the part of any governmental authority; (d) import and export regulations or embargoes; or (e) strikes, lockouts, or other industrial actions or trade disputes.

11.2 Delay or Non-Performance Due to Excusable Delay. Neither Party shall be liable to the other Party or be deemed to be in breach of this Agreement (other than Distributor' obligation to pay Charges owed Xxxxxx Beaumont pursuant to this Agreement) by reason of any Excusable Delay. A Party experiencing an Excusable Delay in its performance shall immediately notify the other Party by telephone (to be confirmed in writing within three days after the inception of the Excusable Delay) and shall describe in reasonable detail the circumstances causing such Excusable Delay. The Party experiencing Excusable Delay shall be excused from performance of such obligations so affected by the Excusable Delay event for the period during which the Excusable Delay event continues and for such time thereafter as is reasonably necessary to overcome the effects of such Excusable Delay. Both Parties shall use all reasonable efforts to overcome or work around the Excusable Delay event as soon as reasonably practicable.

12.

DISPUTE RESOLUTION

12.1 General. Any dispute between the Parties arising under or in connection with this Agreement or any breach of this Agreement (a "Dispute") shall be resolved solely in accordance with the procedures in this Section.

12.2 Efforts to Resolve by Mutual Agreement. Any Dispute arising from or in connection with this Agreement or the relationship of the Parties under this Agreement whether based on contract, tort, common law, equity, statute, regulation, order or otherwise, shall be resolved as follows:

(a) Upon written request of either Xxxxxx Beaumont, on the one hand, or Distributor, on the other hand, the Parties will appoint a designated representative whose task it will be to meet for the purpose of endeavoring to resolve such Dispute.

(b) The designated representatives shall meet as often as the Parties reasonably deem necessary to discuss the problem in an effort to resolve the Dispute without the necessity of any formal proceeding.

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(i)

the designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or

(ii)

the expiration of the thirty (30) day period immediately following the initial request to negotiate the Dispute;

provided, however, that this Section 12.2 will not be construed to prevent a Party from instituting formal proceedings earlier to avoid the expiration of any applicable limitations period, to preserve a superior position with respect to other creditors or to seek temporary or preliminary injunctive relief pursuant to Section 7.7.

12.3

Arbitration.

(a) If the Parties are unable to resolve any Dispute as contemplated by Section 12.2, such Dispute shall be submitted to mandatory and binding arbitration at the election of either Xxxxxx Beaumont, on the one hand, and Distributor, on the other hand (the "Disputing Party"). Except as otherwise provided in this Section 12.3, the arbitration shall be pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the "AAA").

(b) To initiate the arbitration, the Disputing Party shall notify the other Party in writing (the "Arbitration Demand"), which shall (i) describe in reasonable detail the nature of the Dispute, (ii) state the amount of the claim, (iii) specify the requested relief and (iv) name an arbitrator who (A) has been licensed to practice law in the U.S. for at least ten years, (B) is not then an employee of Distributor or Xxxxxx Beaumont or an employee of an Affiliate of either Distributor or Xxxxxx Beaumont, and (C) is experienced in representing Distributors in connection with commercial agreements (the "Basic Qualifications"). Within fifteen (15) days after the other Party's receipt of the Arbitration Demand, such other Party shall file, and serve on the Disputing Party, a written statement (i) answering the claims set forth in the Arbitration Demand and including any affirmative defenses of such Party; (ii) asserting any counterclaim, which shall (A) describe in reasonable detail the nature of the Dispute relating to the counterclaim, (B) state the amount of the counterclaim, and (C) specify the requested relief; and (iii) naming a second arbitrator satisfying the Basic Qualifications. Promptly, but in any event within fifteen (15) days thereafter, the two arbitrators so named will select a third neutral arbitrator from a list provided by the AAA of potential arbitrators who satisfy the Basic Qualifications and who have no past or present relationships with the Parties or their counsel, except as otherwise disclosed in writing to and approved by the Parties. The arbitration will be heard by a panel of the three arbitrators so chosen (the "Arbitration Panel"), with the third arbitrator so chosen serving as the chairperson of the Arbitration Panel. Decisions of a majority of the members of the Arbitration Panel shall be determinative.

(c) The arbitration hearing shall be held in Sarasota, Florida or at such other location as the Parties may mutually agree. The Arbitration Panel is specifically authorized to render partial or full summary judgment as provided for in the Federal Rules of Civil Procedure. In the event summary judgment or partial summary judgment is granted, the non-prevailing Party may not raise as a basis for a motion to vacate an award that the Arbitration Panel failed or refused to consider evidence bearing on the dismissed claim(s) or issue(s). The Federal Rules of Evidence shall apply to the arbitration hearing. The Party bringing a particular claim or asserting an affirmative defense will have the burden of proof with respect thereto. The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings shall be deemed to be information subject to the confidentiality provisions of this Agreement. The Arbitration Panel will have no power or authority, under the Commercial Arbitration Rules of the AAA or otherwise, to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement, including, without limitation, the provisions of this Section 12.3.

(d) Should an arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Section, the arbitrator shall be replaced by the Party who selected such arbitrator, or if such arbitrator was selected by the two Party-appointed arbitrators, by such two Party-appointed arbitrators selecting a new third arbitrator in accordance with Section 12.3(b). Each such replacement arbitrator shall satisfy the Basic Qualifications. If an arbitrator is replaced pursuant to this Section 12.3(d) after the arbitration hearing has commenced, then a rehearing shall take place in accordance with the provisions of this Section 12.3 and the Commercial Arbitration Rules of the AAA.

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(e) At the time of granting or denying a motion for summary judgment as provided for in (c) and within fifteen (15) days after the closing of the arbitration hearing, the Arbitration Panel shall prepare and distribute to the Parties a writing setting forth the Arbitration Panel's finding of facts and conclusions of law relating to the Dispute, including the reasons for the giving or denial of any award. The findings and conclusions and the award, if any, shall be deemed to be information subject to the confidentiality provisions of this Agreement.

(f) The Arbitration Panel is instructed to schedule promptly all discovery and other procedural steps and otherwise to assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute. The Arbitration Panel is authorized to issue monetary sanctions against either Party if, upon a showing of good cause, such Party is unreasonably delaying the proceeding.

(g) Any award rendered by the Arbitration Panel will be final, conclusive and binding upon the Parties and any judgment hereon may be entered and enforced in any court of competent jurisdiction.

(h) Each Party will bear a pro rata share of all fees, costs and expenses of the arbitrators, and notwithstanding any law to the contrary, each Party will bear all the fees, costs and expenses of its own attorneys, experts and witnesses; provided, however, that in connection with any judicial proceeding to compel arbitration pursuant to this Agreement or to confirm, vacate or enforce any award rendered by the Arbitration Panel, the prevailing Party in such a proceeding will be entitled to recover reasonable attorneys' fees and expenses incurred in connection with such proceeding, in addition to any other relief to which it may be entitled.

12.4 Equitable Relief. Nothing in Sections 12.2 or 12.3 shall be construed to prevent any Party from seeking from a court any equitable relief, including but not limited to a temporary restraining order or other temporary or preliminary relief pending final resolution of a Dispute pursuant to Section 12.2 or Section 12.3.

13.

TERM; TERMINATION

13.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of three (3) or until this Agreement is terminated as provided below. If, after the first anniversary of the Effective Date, no Program Schedules are then in effect under this Agreement, a Party may terminate this Agreement, without cause, upon sixty (60) days prior written notice to the other Party. Upon completion of the initial term of the Agreement, the Agreement shall renew automatically for successive one (1) year periods unless terminated by either party.

13.2 Termination for Cause. In the event of a material breach of this Agreement by a Party (the "Breaching Party"), the other Party (the "Non-Breaching Party") may give written notice of such material breach specifying in reasonable detail the nature of the breach and, if the breach may be cured, the curative action which needs to be taken by the Breaching Party (the "Breach Notice"). If the Breaching Party fails to cure the material breach within thirty (30) days after receipt of the Breach Notice, then the Non-Breaching Party shall have the right to terminate this Agreement or the applicable Program Schedule under which such breach has occurred immediately upon notice; provided, however, that if the Breaching Party has commenced a cure of the breach within such 30 day period after receipt and thereafter diligently and in good faith pursues the completion of such cure, the Non-Breaching Party shall not have the right to terminate this Agreement unless the breach is not fully cured as of sixty (60) days after receipt of the Breach Notice. In addition to the foregoing termination rights, Xxxxxx Beaumont shall have the right, at its election, to terminate this Agreement and all Program Schedules immediately by written notice, or alternatively to suspend further performance of Xxxxxx Beaumont Services without terminating this Agreement, if (a) Distributor fails to pay any Charges within ten (10) days following written notice by Xxxxxx Beaumont of Distributor' delinquency, or (b) if required by the Associations.

13.3 Insolvency. Except as otherwise provided by law, either Party may terminate this Agreement by written notice to the other Party if one of the Parties (a) commences a voluntary proceeding under any Federal or state bankruptcy, insolvency or reorganization law, or (b) has such a proceeding filed against it and fails to have such proceeding stayed or vacated within thirty (30) days, or (c) upon the end of any such stay, fails to have such involuntary proceeding vacated within ten (10) business days thereafter, or (d) admits the material allegations of any petition in bankruptcy filed against it, or (e) is adjudged bankrupt, or (f) makes a general assignment for the benefit

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of its creditors, or if a receiver is appointed for all or a substantial portion of such Party's assets and is not discharged within ten (10) business days after the appointment of the receiver. Any termination of this Agreement pursuant to this Section shall be considered to be by reason of anticipatory breach of contract, and such termination shall be without prejudice to any rights the terminating Party may have by reason of such anticipatory breach.

13.4 Termination for Certain Legal Changes. If either Party reasonably concludes that this Agreement cannot be performed without violating applicable Governmental Requirements, or if the application of such Governmental Requirements impose material, additional and reasonably unavoidable costs to be incurred by Xxxxxx Beaumont, the Parties will negotiate in good faith to modify this Agreement to the extent necessary to ensure that the Parties will be in full compliance with all applicable Governmental Requirements. If such modifications require material change in Xxxxxx Beaumont Services or Xxxxxx Xxxxxxxx'x cost of performing Xxxxxx Beaumont Services, or material change in Distributor' obligations or Distributor' costs of performing Distributor' obligations, the Parties will negotiate in good faith to make any required change in the Charges specified in this Agreement. If the Parties cannot agree to any required changes, either Party may, by giving written notice to the other Party, terminate this Agreement as of a date specified in such notice. In addition, if any governmental authority or third party initiates any action asserting that actions by Parties under this Agreement violates any Governmental Requirements, either Party may, by giving written notice, terminate this Agreement as of a date specified in such notice.

13.5 Transition/Wind-Down Period. Upon termination, subject to approvals from the Associations, Xxxxxx Beaumont will continue to operate and maintain the Transaction Card Program(s), including providing Xxxxxx Beaumont Services, for up to six (6) months following the date of termination (the "Wind-Down Period") to allow Xxxxxx Beaumont Services to continue without interruption or adverse effect and to facilitate the orderly transfer of responsibility for Xxxxxx Beaumont Services to Distributor or its designee. During the Wind-Down Period both Xxxxxx Beaumont and Distributor will continue to be bound by and perform their respective obligations and responsibilities under this Agreement with respect to Transaction Cards, including authorization, processing, and settlement of Transaction Card transactions and corrections thereto, recordkeeping, statement issuance, and customer support. For the Charges specified in the Program Schedule, Xxxxxx Beaumont shall cooperate in good faith and take any and all actions necessary to assist Distributor in the smooth transition of Xxxxxx Beaumont Services to Distributor or its designee, including by (i) making any and all regulatory filings, and otherwise complying with all applicable Governmental Requirements or Operating Rules, necessary to effect the transition of Xxxxxx Beaumont Services to Distributor or its designee, and (ii) executing and delivering any and all documents, files, information, data or other materials necessary to effect the transition of Xxxxxx Beaumont Services to Distributor or its designee. In no event xxxx Xxxxxx Beaumont be required to disclose to any service provider as part of wind-down efforts any Confidential Information of Xxxxxx Beaumont. The terms of this Agreement will govern the provision of Xxxxxx Beaumont Services and the conduct of the Parties during the Wind-Down Period.

14.

INDEMNIFICATION

14.1

Xxxxxx Beaumont Indemnity.

(a) Xxxxxx Beaumont shall indemnify, defend, and hold harmless Distributor and its representatives, successors and permitted assigns from and against any and all claims made or threatened by any third party and all related losses, expenses, damages, costs and liabilities, including reasonable attorneys' fees and expenses incurred in investigation or defense, regardless of the theory of liability or the nature of the legal proceeding ("Damages"), to the extent such Damages arise out of or relate to the following: (i) any negligent act or omission by Xxxxxx Beaumont, its representatives or any subcontractor engaged by Xxxxxx Beaumont in the performance of Xxxxxx Xxxxxxxx'x obligations under this Agreement; or (ii) any material breach in a representation, covenant or obligation of Xxxxxx Beaumont contained in this Agreement.

(b) Xxxxxx Beaumont shall indemnify, defend and hold Distributor harmless from and against any and all claims made or threatened by any third party and all related Damages incurred by Distributor on account of such third party's claim of infringement or misappropriation resulting from Distributor' use of Xxxxxx Beaumont System or Xxxxxx Beaumont Content (excluding Distributor Content or Distributor Marks) of any valid U.S. patent, copyright, trademark, trade secret or other Intellectual Property Right. The foregoing obligation does not apply with respect to Xxxxxx Beaumont System, Xxxxxx Beaumont Content, or portions or components thereof or services (i) not supplied by

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Xxxxxx Beaumont (e.g. third party software, services, telecommunications or technology); or (ii) that are combined with other products, processes or materials not supplied by Xxxxxx Beaumont where the alleged infringement relates to such combination. Xxxxxx Beaumont shall also not have any obligation with respect to further damages arising from Distributor' continued use of infringing intellectual property after Xxxxxx Beaumont has provided and implemented modifications to Xxxxxx Beaumont System or Xxxxxx Beaumont Content, as applicable, that do not continue to infringe upon or misappropriate the third party's claimed rights, and Xxxxxx Beaumont has notified Distributor in writing that the purpose of the modification is to avoid further infringement or misappropriation. In the event such a claim by a third party, in Xxxxxx Xxxxxxxx'x judgment, causes Distributor' quiet enjoyment and use of Xxxxxx Beaumont System or Xxxxxx Beaumont Content to be seriously endangered or disrupted, or if either party reasonably believes that such is likely, Xxxxxx Beaumont will, at its option, do one of the following: (i) replace Xxxxxx Beaumont System or Xxxxxx Beaumont Content, without additional charge, with a compatible, functionally equivalent and non-infringing system; (ii) modify Xxxxxx Beaumont System or Xxxxxx Beaumont Content to avoid the infringement; (iii) obtain a license to continue use of Xxxxxx Beaumont System or Xxxxxx Beaumont Content for the term of this Agreement and pay any additional fees required for such a license; or (iv) if none of the foregoing alternatives are practical, in Xxxxxx Xxxxxxxx'x business judgment, indemnify Distributor as set forth above and terminate the affected Program Schedules for convenience. The foregoing sets forth Xxxxxx Xxxxxxxx'x exclusive liability and Distributor' exclusive remedies with respect to claims for infringement.

14.2 Distributor Indemnity. Distributor shall indemnify, defend, and hold harmless Xxxxxx Beaumont and its representatives, successors and permitted assigns from and against any and all claims made or threatened by any third party and all related Damages, to the extent such Damages arise out of or relate to the following: (a) any negligent act or omission by Distributor, or its representatives in the performance of Distributor' obligations under this Agreement; (b) any material breach in a representation, covenant or obligation of Distributor contained in this Agreement; or (c) any claims that the Distributor Content or Distributor Marks or the use, reproduction or modification of the Distributor Content or Distributor Marks as permitted by this Agreement, has violated, misappropriated or infringed the Intellectual Property Rights of any third party.

14.3 Mutual Indemnity. Xxxxxx Beaumont and Distributor each agree to indemnify, defend and hold harmless the other, and their respective Affiliates, officers, directors, employees, agents, successors, and assigns, from any and all Damages and threatened Damages to the extent they arise from or in connection with any of the following third party claims (excluding, in the case of Distributor, claims by Affiliates, and, in the case of Xxxxxx Beaumont, claims by subcontractors, third party contractors and suppliers used by Xxxxxx Beaumont in providing Xxxxxx Beaumont Services): (a) the death or bodily injury of any agent, employee, customer, business invitee, business visitor or other person caused by the negligence or other tortious conduct of the indemnitor; (b) the damage, loss or destruction of any real or tangible personal property caused by the negligence or other tortious conduct of the indemnitor; and (c) any claim, demand, charge, action, cause of action, or other proceeding asserted against the indemnitee but resulting from an act or omission of the indemnitor in its capacity as an employer or potential employer of a person.

14.4 Indemnification Procedure. In the event a claim by a third party for which indemnification may be available under this Agreement is made or filed against a Party or any Entity, the Party against which the claim, suit or proceeding is made (the "Indemnified Party"), shall promptly notify the other Party (the "Indemnifying Party") in writing of the claim, suit or proceeding. The Indemnifying Party, within thirty (30) days, or such shorter period as is required to avoid any prejudice in the claim, suit or proceeding, after the notice, may elect to defend, compromise, or settle the third party claim, suit or proceeding at its expense. In any third party claim, suit or proceeding which the Indemnifying Party has elected to defend, compromise or settle, the Indemnifying Party shall not after the election be responsible for the expenses, including counsel fees, of the Indemnified Party but the Indemnified Party may participate therein and retain counsel at its own expense. In any third party claim, suit or proceeding the defense of which the Indemnifying Party shall have assumed, the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the consent of the Indemnifying Party and the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement affecting the Indemnified Party to the extent that the judgment or settlement involves more than the payment of money without the written consent of the Indemnified Party. The Indemnified Party shall provide to the Indemnifying Party all information, assistance and authority reasonably requested in order to evaluate any third party claim, suit or proceeding and effect any defense, compromise or settlement.

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14.5 Limitation on Claims. Any claim for indemnification under this Agreement must be made prior to the earlier of: (a) two years after the Party claiming indemnification becomes aware of the event for which indemnification is claimed, or (b) seven years after the earlier of the termination of this Agreement or the expiration of the term of this Agreement.

15.

GENERAL

15.1 Independent Contractor Relationship. Xxxxxx Beaumont is serving as an independent contractor to Distributor under this Agreement. Nothing in this Agreement shall be deemed or construed to create the relationship of partnership or joint venture between the Parties, it being understood that neither the method of computing compensation nor any other provision contained in this Agreement shall be deemed to create any relationship between the Parties other than the relationship of independent parties contracting for services. Neither Party has, and shall not hold itself out as having, any authority to enter into any contract or create any obligation or liability on behalf of, in the name of, or binding upon the other Party.

15.2 Notices. Any notices to be given hereunder to any other Party, including any notice of a change of address, shall be in writing and shall be deemed validly given if (a) delivered personally, (b) sent by overnight or second day express delivery service. (c) sent by registered or certified mail, postage prepaid, return receipt requested, or (d) sent by confirmed facsimile, as follows:

If to Distributor:
	XXXXX


If to Xxxxxx Beaumont:
	Xxxxxx Beaumont, Inc.
	0000 00^xx Xxxxxx Xxxx
	Xxxxxxxxx, XX 00000
	Attn: Xxxx Xxxxxx
	Fax: 000-000-0000

All such notices shall be deemed given on the date of actual receipt by the addressee if delivered personally, on the date of deposit with the express delivery service or the postal authorities if sent in either such manner, on the date of the facsimile confirmation if sent in such manner, and on the date of actual receipt by the addressee if delivered in any other manner.

15.3 Schedules and Attachments. Immediately following the signature page is a list of Schedules which have been attached to this Agreement before execution and are hereby incorporated by reference. Following execution of this Agreement, certain additional Schedules and attachments may be expressly agreed upon by the Parties pursuant to the provisions of this Agreement whereupon such exhibits or attachments shall become part of this Agreement and incorporated by reference. References in this Agreement to a "Schedule" means an exhibit to this Agreement and all attachments thereto unless otherwise provided.

15.4 Resolution of Conflict Between Documents. In the event of any conflict between the terms of this Agreement and any Schedule, this Agreement shall control the Parties' rights and obligations except where this Agreement has been expressly amended in such Schedule. In the event of any conflict between the terms of any Schedule and an attachment to such Schedule, the Schedule shall control the Parties' rights and obligations except where the Schedule has been expressly amended in such attachment.

15.5 Assignment. Each Party shall have the right to assign this Agreement to an Affiliate of such Party as well as to any successor to a substantial part of the business or assets of such Party; provided that any such assignment shall not relieve the assigning Party of its obligations under this Agreement. Xxxxxx Beaumont shall have the right to utilize the services of subcontractors in performing Xxxxxx Beaumont Services, provided that Xxxxxx Beaumont shall retain responsibility under this Agreement for all subcontracted Xxxxxx Beaumont Services. Distributor shall have the right to utilize the services of subcontractors in performing the Distributor

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Services, provided that Distributor shall retain responsibility under this Agreement for all subcontracted Distributor Services. The term "Affiliate" means an entity controlling, controlled by, or under common control with the specified Party, with control meaning (a) owning directly or indirectly more than 50% of the outstanding voting equity interests of an entity or (b) having the right directly or indirectly to appoint a majority of members of the board or other body which directs the management and policies of an entity.

15.6 Amendment or Waiver. No amendment or modification of this Agreement shall be valid unless it is in writing and signed by both Parties. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the Party who is asserted to have made the waiver; any waiver of a breach or observance of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

15.7 Headings; Captions. The headings and captions of this Agreement are included for convenience only and shall not be considered in construction of the provisions hereof.

15.8 Governing Law. This Agreement shall be governed by the laws of the State of Florida without regard to its conflicts of laws principles. Subject to the dispute resolution procedures in this Agreement, all legal proceedings relating to the subject matter of this Agreement shall be maintained in the federal courts sitting in the State of Florida (or in the state courts sitting in the State of Florida if federal court jurisdiction is not available) and each Party consents that jurisdiction and venue for any such legal proceedings shall lie exclusively with such courts.

15.9 Survival. The provisions of Sections 4. 5, 6, 7, 8, 10, 12, 13.5, 13, and 14 shall survive any expiration or termination of this Agreement.

15.10 Severability. If any provision of this Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remainder of this Agreement, which shall be construed as if such invalid or unenforceable provision had never been a part of this Agreement but in a manner so as to carry out as nearly as possible the Parties' original intent.

15.11 Binding Effect. This Agreement shall be binding upon and shall benefit the Parties and their respective successors and permitted assigns.

15.12

No Third Party Beneficiaries. There are no third Party beneficiaries of this Agreement.

15.13 Counterparts. This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.

15.14 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes any letters of intent, memorandums of understanding, confidentiality agreements, and other agreements and communications, oral or written, between the Parties regarding such subject matter.

IN WITNESS WHEREOF, the Parties hereto have caused this Services Agreement to be duly executed and delivered by their respective officers thereto duly authorized, all as of the day and year first above written.

XXXXXX BEAUMONT, INC.		DIRECT CONTACT MEDIA, INC.
By:	/s/ Xxxx X. Xxxxxx	By:	/s/ Xxxxxxx X. Xxxxxxx
Name:	Xxxx X. Xxxxxx	Name:	Xxxxxxx X. Xxxxxxx
Title:	President	Title:	C.O.O.
Date:	August 1, 2006	Date:	August 1, 2006

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SCHEDULE A

SERVICES AGREEMENT

FORM OF

PROGRAM SCHEDULE

This Program Schedule (the "Program Schedule") is entered into this 1day of August 2006, by and between XXXXXX BEAUMONT, INC., a Nevada corporation ("Xxxxxx Beaumont"), DIRECT CONTACT MEDIA, INC., a California Corporation, ("Distributor"), in accordance with the terms of the Services Agreement among the Parties dated August 1, 2006 (the "Agreement").

1.0

Overview Summary: Xxxxxx Beaumont will offer value load services SIRE Network transaction platform for the Discover Network Stored Value card products sold through the Internet based sales efforts of Distributor on an exclusive basis.

2.0

Xxxxxx Beaumont Services Description: Xxxxxx Beaumont will provide necessary development and provisioning on the SIRE Network so the Discover Card Products can be purchased by consumers and have value loaded on them at any of the SIRE Network retail locations.

3.0

In no event shall Xxxxxx Beaumont be liable to any person for any damages caused by fraudulent use of the card products.

4.0

Scheduled Start Up Date. The Scheduled Start Up Date for Services under this Program Schedule is September 15, 2006.

5.0

Xxxxxx Beaumont agrees that Distributor will have the ability to set the retail price, within Discover Network approved parameters, for the products set forth in this Agreement. Such approved parameters shall not be unreasonably withheld.

6.0

Xxxxxx Beaumont agrees that Distributor will have the right to sell and market other products, within Discover Network approved parameters, in connection with offering the product set forth in this Agreement. Such approved parameters shall not be unreasonably withheld.

Xxxxxx Beaumont agrees that Distributor will be able to sell the products set forth in this Agreement by what ever means necessary, within Discover Network approver parameters, and Distributor will be able to contract with Sub distributors to perform any such services. Such approved parameters shall not be unreasonably withheld.

IN WITNESS WHEREOF, pursuant and in accordance with the Services Agreement between the Parties, the Parties have executed this Program Schedule as of August 1, 2006.

DISTRIBUTOR CORPORATION

By: /s/ Xxxxxxx X. Xxxxxxx

Title: C.O.O.

XXXXXX BEAUMONT, INC.

By: Xxxx X. Xxxxxx

Title: President

SCHEDULE B

SERVICES AGREEMENT

FEE AND COMMISSION SCHEDULE

There will be a one time Program Set Up fee of $XXXXX for each new Stored Value card program Distributor wishes to offer to their consumers. The Program Start Up fee shall be refunded to Distributor if Xxxxxx Beaumont fails to act in a commercially reasonable manner and/or impedes Distributor's ability to perform under the Agreement.

Distributor shall issue an initial Purchase Order for XXXXXXX Stored Value cards to be delivered over a six (6) month period, and shall pay for an initial stocking order of XXXXX cards. The per card price shall be $XXXX per card, fulfilled to the consumer. The price paid by Distributor for the initial stocking order shall be refunded if Xxxxxx Beaumont fails to act in a commercially reasonable manner and/or impedes Distributor's ability to perform under the Agreement. Xxxxxx Beaumont must fulfill all orders in a timely manner.

Distributor shall submit Final Consumer Pricing to Xxxxxx Beaumont for approval prior to offering Stored Value cards for sale. Such approval shall not be unreasonably withheld. The Price to the consumer MUST include the following: $XXXX to be loaded as initial value on consumer card and $XXXX annual fee.

Xxxxxx Beaumont shall pay commissions, under the terms outlined in this Agreement, to Distributor for the following fees charged to consumers using the Discover Stored Value Card Products sold by Distributor

in their Internet based sales and marketing program.

In addition to the commissions paid to Distributor, Distributor shall have the right to purchase Xxxxxx Beaumont stock in the following manner.

Sales volume must exceed 60,000 cards per month

XXXXXXXXXXXXXXXXXX

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Table of Consumer Fees and Distributor Commissions

Transaction Type	Consumer Cost	Distributor Commission

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SCHEDULE C

SERVICES AGREEMENT

DESCRIPTION OF PRODUCTS AND SERVICES

To be provided.

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SERVICES AGREEMENT

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