0001193125-06-201190 Sample Contracts

EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • October 2nd, 2006 • First Data Corp • Finance services • Delaware

THIS EMPLOYEE MATTERS AGREEMENT is made as of September 29, 2006 between First Data Corporation, a Delaware corporation (“First Data”), and The Western Union Company, a Delaware corporation (“Western Union”) and, as of the date hereof, a wholly-owned subsidiary of First Data.

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PATENT OWNERSHIP AGREEMENT AND COVENANT NOT TO SUE
Patent Ownership Agreement and Covenant • October 2nd, 2006 • First Data Corp • Finance services • Delaware

This Agreement is entered into and made effective as of the 29th day of September, 2006, by and between First Data Corporation, a Delaware corporation, having a principal place of business at 6200 S. Quebec Street, Greenwood Village, CO 80111 (hereinafter “First Data”) and The Western Union Company, a Delaware corporation having a principal place of business at 12500 E. Belford Ave., Englewood, CO 80112 (hereinafter “Western Union”).

EXCHANGE AGREEMENT
Exchange Agreement • October 2nd, 2006 • First Data Corp • Finance services • New York

This letter is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America. We express no opinion as to matters relating to securities or blue sky laws of any jurisdiction or any rules or regulations thereunder (other than federal securities laws). This letter is based on the law in effect, and the facts and circumstances existing, on the date of this letter. We assume no obligation to update or supplement this letter to reflect any facts or circumstances which may hereafter come to our attention with respect to the opinions expressed above, including any changes in applicable law which may hereafter occur.

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