MASTER SUPPORT SERVICES AGREEMENT
THIS MASTER SUPPORT SERVICES AGREEMENT (the "Agreement") is made and
entered into as of this 31st day of October, 2002, by and between MERCHANTS
BILLING SERVICES, INC., a Nevada corporation ("MBS") and PROCESSING SOURCE
INTERNATIONAL, INC., a California corporation ("PSI").
RECITALS:
WHEREAS, PSI is an entity that requires underwriting, customer, technical
and administrative support services; and
WHEREAS, PSI desires to engage MBS as the exclusive provider of
administrative, customer, technical and underwriting support services to PSI;
and
WHEREAS, MBS desires to accept such engagement as the exclusive provider of
administrative, customer, technical and underwriting support services to PSI;
and
WHEREAS, it is in the best interests of all parties to enter into this
exclusive Support Services Agreement on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the
premises and upon the terms and subject to the conditions hereinafter set forth,
the parties, and each of them, do hereby mutually covenant, warrant and agree as
follows:
AGREEMENT
1. Engagement as Exclusive Provider. PSI hereby engages MBS as its
exclusive provider of underwriting, customer, technical and administrative
support services, effective immediately. MBS hereby accepts such engagement as
the exclusive provider of underwriting and administrative support services for
PSI.
2. Services Provided. MBS shall provide to PSI the following services (the
"Services") on the terms and conditions set forth herein:
a. Underwriting;
b. Administrative Support Services;
c. Customer Support Services; and
d. Technical Support Services.
1
3. Consideration. MBS will undertake to perform the services at its cost,
plus a reasonable fee. In order to perform the services, MBS will have the right
to use all equipment and all software employed currently in operating PSI's
business and in providing support services, located on the premises at 0000
Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000 (the "Premises"). In the
event of any dispute as to the amount or reasonableness of MBS' fees, the
parties agree to submit the matter to arbitration in accordance with Paragraph
10, below.
As additional consideration, MBS has previously advanced, for PSI's
benefit, the sum of $73,735.20 as and for a security deposit, and the sum of
$12,289.20 in rent, to satisfy PSI's and Accesspoint Corporation's obligations
under the sublease of the Premises. As a further consideration, MBS has agreed
to assume all liability under the existing sub-lease of the Premises and to hold
PSI and its parent, Accesspoint Corporation, harmless therefor.
4. Transfer of Employees. The parties recognize that to perform its
obligations under this Agreement, MBS will necessarily have to employ PSI's
existing employees. PSI hereby grants permission to MBS to hire all of its
employees and waives any rights it may or may not have to assert any rights
based upon such hirings.
5. Term. This Agreement shall remain in full force and effect for a period
of five (5) years from the date first above written, and shall automatically
renew thereafter for consecutive one-year periods unless either party terminates
prior to any subsequent renewal term by providing thirty (30) days' written
notice to the other party.
6. Entire Agreement. This Agreement constitutes the entire agreement of the
parties in relation to the subject matter hereof and supersedes all prior and
contemporaneous agreements, representations, and understandings of the parties.
No supplement, modification or amendment of this Agreement will be binding
unless executed in writing by all the parties. No waiver of any of the
provisions of this Agreement will constitute a waiver of any other provision,
whether or not similar, nor will any waiver constitute a continuing waiver. No
waiver will be binding unless executed in writing by the party making the
waiver.
7. Parties in Interest. None of the provisions of this Agreement is
intended to provide any rights or remedies to any Person other than the parties
hereto and their respective successors, assigns and trusts (if any).
8. Construction. The parties hereto agree that any rule of construction to
the effect that ambiguities are to be resolved against the drafting party shall
not be applied in the construction or interpretation of this Agreement.
9. Governing Law; Venue. This Agreement shall be construed in accordance
with, and governed in all respects by, the laws of the State of California
(without giving effect to principles of conflicts of law). Any legal action or
other legal proceeding relating to this Agreement or the enforcement of any
provision of this Agreement shall be brought or otherwise commenced in Los
Angeles County, California.
2
10. Counterparts. This Agreement may be executed in several counterparts,
each of which shall constitute an original and all of which, when taken
together, shall constitute one agreement.
11. Arbitration. Any controversy or claim arising out of, or relating to,
this agreement, or the making, performance, or interpretation of it, will be
settled by arbitration in Los Angeles County, California under the commercial
arbitration rules of the American Arbitration Association, JAMS/ENDDISPUTE, ADR
Dispute Resolution Services in Century City, California, or another commercial
Arbitrator or arbitration service then existing mutually acceptable to both
parties, and judgment on the arbitration award may be entered in any court
having jurisdiction over the subject matter of the controversy.
12. Corporate Authority. By affixing their signatures below, each corporate
signatory represents, covenants and warrants that he or she is the duly
authorized officer of his or her respective corporation, fully authorized to
execute and bind his or her corporate principal to the obligations undertaken
herein.
IN WITNESS WHEREOF, the parties have executed this Agreement at Los
Angeles, California, as of the date and year first above written. Each party has
thoroughly reviewed all of the provisions of this agreement, and each party
approves of the Agreement's provisions in all particulars.
MERCHANTS BILLING SERVICES, INC.
By: __________________________________________
Xxxxx X. Xxxxxx, President
PROCESSING SOURCE INTERNATIONAL, INC.
By: __________________________________________
Xxxxxxxxx Xxxxxxx, Secretary and Treasurer
